Case No. 8:11-Cv-01733-FMO (Anx)

Case 8:11-cv-01733-FMO-AN Document 218-1 Filed 05/06/16 Page 1 of 61 Page ID #:5312

1 Case No. 8:11-cv-01733-FMO (ANx)

Steven A. Schwartz (pro hac vice) 2 Jeffrey M. Cohon (CSBN 131431) Timothy N. Mathews (pro hac vice) Howard Pollak (CSBN 147077 ) 3 CHIMICLES & TIKELLIS LLP COHON & POLLAK, LLP 361 West Lancaster Avenue 4 10250 Constellation Boulevard, Suite 2320 Haverford, Pennsylvania 19041 Los Angeles, California 90067 5 Telephone: (610) 642-8500 Telephone: (310) 231-4470 Telecopier: (610) 649-3633 6 Facsimile: (310) 231-4610 [email protected] [email protected] 7 [email protected]

8 Charles S. Fax (pro hac vice) Nicole Sugnet (CSBN 246255) Liesel J. Schopler (pro hac vice) 9 LEIFF CABRASER HEIMANN & RIFKIN WEINER LIVINGSTON, BERNSTEIN, LLP 10 LLC 275 Battery Street, 29th Floor 7979 Old Georgetown Road, Suite 400 11 San Francisco, California 94111-3339 Bethesda, Maryland 20814 Telephone: (415) 956-1000 12 Telephone: (301) 951-0150 Telecopier: (415) 956-1008 Telecopier: (301) 951-6535 13 [email protected] [email protected] [email protected] 14 [email protected]

15 Attorneys for Plaintiffs David H. Weinstein (CSBN 43167) 16 Robert Kitchenoff (pro hac vice)

17 WEINSTEIN KITCHENOFF & ASHER LLC 18 100 South Broad St., Suite 705 19 Philadelphia, Pennsylvania 19110-1061 Telephone: (215) 545-7200 20 Telecopier: (215) 545-6535 21 [email protected] [email protected] 22 23

24 25

26 27

MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA 2

3 STEVE CHAMBERS, et al., on behalf Case No. 8:11-cv-01733-FMO (ANx) of themselves and all others similarly situated, Honorable Fernando M. Olguin 4

5 Plaintiffs, Date: August 25, 2016 Time: 10:00 am

6 v. Place: Courtroom 22

WHIRLPOOL CORPORATION, et al., 7 Defendants. 8

12 MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS’ MOTION 13 FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS 14

26 27 28

MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 TABLE OF CONTENTS

2 TABLE OF AUTHORITIES ...... iii

3 I. INTRODUCTION ...... 1

4 II. BACKGROUND ...... 3

5 A. The Dishwasher Owners Were Effectively Represented by

6 Distinguished Counsel ...... 4

7 B. The Settlement Was Achieved After Extensive,

8 Intensive Litigation ...... 6

9 C. The Settlement Provides Full Recovery, Promotes Safety and

10 Represents a Significant Victory for Consumers ...... 7

11 III. THE REQUESTED FEE IS FAIR, REASONABLE AND JUSTIFIED. . . 10

12 A. The Fee Award Should Be Determined By The Lodestar-Plus-

13 Multiplier Method...... 11

14 1. Class Counsel’s Lodestar Is Reasonab le ...... 15

15 a. Class Counsel’s Hourly Rates are Reasonable ...... 16

16 b. The Number of Hours Class Counsel Worked is

17 Reasonable...... 19

18 2. The Requested Multiplier Is Appropriate...... 25

19 a. Class Counsel Achieved a Favorable Class-Wide

20 Result...... 26

21 b. This Case Involved Numerous Complex and Novel

22 Issues that Created a Significant Risk of Failure...... 31

23 c. Class Counsel Assumed Significant Risk in

24 Prosecuting this Action on a Pure Contingency Basis. . 32

25 d. Class Counsel’s Skill in Litigating and Settling these

26 Claims Further Supports the Requested Fee Award. . . 34 27 B. A Percentage Cross-Check Supports The Propriety Of The 28 Requested Fee...... 34 i MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 IV. CLASS COUNSEL SHOULD BE REIMBURSED FOR THEIR

2 OUT-OF-POCKET EXPENSES, WHICH ARE REASONABLE...... 44

3 V. THE REQUESTED SERVICE AWARDS FOR THE NAMED

4 PLAINTIFFS ARE REASONABLE AND SHOULD BE APPROVED. . 46

5 A. The Service Awards Are Reasonable And Justified...... 46

6 B. The Payment Of $100,000 For Plaintiff Steve Chambers’

7 Websites Is Reasonable And Fair...... 47

8 VI. CONCLUSION ...... 50

26 27 28 ii MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 TABLE OF AUTHORITIES

2 CASES

3 Ardon v. City of Los Angeles, 52 Cal. 4th 421 (2011) ...... 6

4 Berger v. Property I.D. Corp., No. CV 05-5373-GHK (CWx), Dkt. No. 899

5 (C.D. Cal. Jan. 28, 2009) ...... 17

6 Beck-Ellman v. Kaz USA, Inc., 2013 U.S. Dist. LEXIS 189308

7 (S.D. Cal. June 11, 2013) ...... 43, 49

8 Blackwell v. Foley, 724 F. Supp. 2d 1068 (N.D. Cal. 2010) ...... 20

9 Boeing v. Van Gemert, 444 U.S. 472 (1980) ...... 35, 36

10 Browne v. American Honda Motor Co., 2010 U.S. Dist. LEXIS 144823

11 (C.D. Cal. Oct. 5, 2010) ...... 22

12 Browning v. Yahoo! Inc., 2007 U.S. Dist. LEXIS 86266

13 (N.D. Cal. Nov. 16, 2007) ...... 36

14 Building a Better Redondo, Inc. v. City of Redondo Beach ,

15 203 Cal. App. 4th 852 (2012) ...... 24

16 Cabrales v. Cnty. of Los Angeles, 935 F.2d 1050 (9th Cir. 1991) ...... 22

17 Camacho v. Bridgeport Fin., Inc., 523 F.3d 973 (9th Cir. 2008) ...... 16

18 Caudle v. Bristow Optical Co., Inc., 224 F.3d 1014 (9th Cir. 2000) ...... 14, 19

19 Center for Biological Diversity v. Cnty. of San Bernardino,

20 185 Cal. App. 4th 866 (2010) ...... 22

21 Chavez v. Netflix, Inc., 162 Cal. App. 4th 43 (2008) ...... 33

22 Chemical Bank v. City of Seattle (In re Washington Pub. Power Supply Sys. Sec.

23 Litig.), 19 F.3d 1291 (9th Cir. 1994) ...... 32

24 Cook v. Niedert, 142 F.3d 1004 (7th Cir. 1998) ...... 46

25 Coordination Proceeding Special Title Rule 1550b, 2004 Cal. Super.

26 LEXIS 257, *25 (2004) ...... 20 27 Craft v. County of San Bernardino, 624 F. Supp. 2d 1113 (C.D. Cal. 2008) . . . . 26 28 iii MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Enterprise Energy Corp. v. Columbia Gas Transmission Corp., 37 F.R.D. 240

2 (S.D. Ohio 1991) ...... 47

3 Feliciano v. Gonzalez, 13 F. Supp. 2d 151 (D. P.R. 1998) ...... 5

4 Gascho v. Global Fitness Holdings, LLC, 2014 U.S. Dist. LEXIS 46846

5 2014 WL 1350509 (S.D. Ohio Apr. 4, 2014) ...... 41

6 Goldkorn v. County of San Bernardino, 2012 U.S. Dist. LEXIS 17934

7 (C.D. Cal. Feb. 13, 2012) ...... 13, 14

8 Hanlon v. Chrysler Corp., 150 F.3d 1011 (9th Cir. 1998) ...... 11, 14, 15, 31, 34

9 Hawthorne v. Umpqua Bank, 2015 U.S. Dist. LEXIS 56370

10 (N.D. Cal. Apr. 28, 2015) ...... 47

11 Henderson v. Volvo Cars of N. Am., LLC, 2013 U.S. Dist.

12 LEXIS 46291 (D.N.J. Mar. 22, 2013) ...... 17

13 Hensley v. Eckerhart, 461 U.S. 424 (1983) ...... 15, 22

14 Hopson v. Hanesbrands, Inc., 2009 U.S. Dist. LEXIS 33900

15 (N.D. Cal. Apr. 3, 2009) ...... 47

16 Horsford v. Board of Trustees, 132 Cal. App. 4th 359 (2005) ...... 24

17 Hughes v. Microsoft Corp., 2001 WL 34089697 (W.D. Wash. Mar. 26, 2001) . . 47

18 In re A-Power Energy Generation Systems, Ltd. Securities Litig.,

19 No. MDL 11-2302-GE (CWx), Dkt. No. 123 (C.D. Cal. Aug. 29, 2013) . . 17

20 In re Cenco Inc. Sec. Litig., 519 F. Supp. 322 (N.D. Ill. 1981) ...... 30

21 In re Consumer Privacy Cases, 175 Cal. App. 4th 545,

22 96 Cal. Rptr. 3d 127 (2009) ...... 14, 15, 34

23 In re Linerboard Antitrust Litig., MDL No. 1261, 2004 U.S. Dist.

24 LEXIS 10532, *36 (E.D. Pa. June 2, 2004) ...... 20

25 In re Media Vision Tech. Sec. Litig., 913 F. Supp. 1362 (N.D. Cal. 1996) . . . . . 44

26 In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454 (9th Cir. 2000) ...... 47 27 In re Online DVD-Rental Antitrust Litig., 779 F.3d 934, 953 (9th Cir. 2015) . . . 42 28 In re Pacific Enterprises Sec. Litig., 47 F.3d 373 (9th Cir. 1995) ...... 44 iv MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 In re Philips/Magnavox TV Litig., 2012 U.S. Dist. LEXIS 67287

2 (D.N.J. May 14, 2012) ...... 18

3 In re Real Estate Associates Limited Partnerships Litigation,

4 No. CV 98-7035 DDP (C.D. Cal.) ...... 6

5 In re Rite Aid Corp. Sec. Litig., 146 F. Supp. 2d 706, 735 (E.D. Pa. 2001) . . . . . 44

6 In re Sears, Roebuck & Co. Front-Loading Washer Prods. Liab. Litig.,

7 2016 U.S. Dist. LEXIS 25290 (N.D. Ill. Feb. 29, 2016) ...... 6, 10, 45

8 In re Sony Corp. SXRD Rear Projection TV Mktg., Sales Practices & Prods.

9 Liab. Litig., 2010 U.S. Dist. LEXIS 87643

10 (S.D.N.Y. Aug. 24, 2010) ...... 39, 40

11 In re Toyota Motor Corp. Unintended Acceleration Mktg., Sales Practices, &

12 Prods. Liab. Litig., 2013 U.S. Dist. LEXIS 123298

13 (C.D. Cal. July 24, 2013) ...... 15, 39

14 In re Toyota Motor Corp. Unintended Acceleration Mktg., Sales Practices, &

15 Prods. Liab. Litig., No. 10-ml-02151 JVS (FMOx), Dkt. No. 3933

16 (C.D. Cal. June 24, 2013) ...... 17

17 In re Toys “R” Us-Del., Inc. Fair & Accurate Credit Transactions Act (FACTA)

18 Litig., 295 F.R.D. 438 (C.D. Cal. 2014) ...... 11, 12, 18, 41

19 In re Volkswagen & Audi Warranty Extension Litig., 89 F. Supp. 3d 155

20 2015 U.S. Dist. LEXIS 16646 (D. Mass. 2015) ...... 39, 42

21 Johnson et al. v. W2007 Grace Acquisition I Inc. et al.,

22 Case No. 2:13-cv-2777 (W.D. Tenn.) ...... 17

23 Kerr v. Screen Extras Guild, Inc., 526 F.2d 67 (9th Cir. 1975), cert. denied,

24 425 U.S. 951, 96 S. Ct. 1726, 48 L. Ed. 2d 195 (1976) ...... 14, 27, 32, 33

25 Ketchum v. Moses, 24 Cal. 4th 1122 (2001) ...... 15, 22, 30, 31, 32, 33

26 Lealao v. Beneficial California, Inc., 82 Cal. App. 4th 19 (2000) ...... 12, 15, 33 27 Lee v. Enter. Leasing Company-West, 2015 U.S. Dist. LEXIS 64027 28 (D. Nev. May 15, 2015) ...... 35 v MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Linney v. Cellular Alaska P’ship, 1997 WL 450064

2 (N.D. Cal. July 18, 1997) ...... 30, 44

3 Mendez v. Cnty. of San Bernardino, 540 F.3d 1109 (9th Cir. 2008) ...... 20

4 Miller v. Ghirardelli Chocolate Co., 2015 U.S. Dist. LEXIS 20725

5 (N.D. Cal. Feb. 20, 2015) ...... 43

6 Moore v. Verizon Communs. Inc., 2014 U.S. Dist. LEXIS 19145

7 (N.D. Cal. Feb. 13, 2014) ...... 25, 26

8 Morales Feliciano v. Rosello Gonzalez, 124 F. Supp. 2d 774 (D. P.R. 2000) . . . . . 5

9 Mount v. Wells Fargo Bank, N.A., 2016 Cal. App. Unpub. LEXIS 969

10 (Cal. App. 2d Dist. Feb. 10, 2016) ...... 41

11 O’Keefe v. Mercedes-Benz USA, LLC, 214 F.R.D. 266 (E.D. PA. 2003) ...... 40

12 Palmer v. Nigaglioni, 508 Fed. Appx. 658 (9th Cir. 2013) ...... 44

13 Parkinson v. Hyundai Motor Am., 796 F. Supp. 2d 1160 (C.D. Cal. 2010) . . . . . 25

14 Pinto v. Princess Cruise Lines, Ltd., 513 F. Supp. 2d 1334 (S.D. Fla. 2007) . . . . 30

15 Poertner v. Gillette Co., 618 Fed. Appx. 624 (11th Cir. 2015) ...... 29, 30

16 Redman v. Radioshack Corp., 768 F.3d 622 (7th Cir. 2014) ...... 35

17 Reed v. 1-800 Contacts, 2014 U.S. Dist. LEXIS 255

18 (S.D. Cal. Jan. 2, 2014) ...... 11, 13, 31, 33

19 Resnick v. Frank, 779 F.3d 934 (9th Cir. 2015) ...... 47

20 Roberts v. Electrolux Home Prods., 2014 U.S. Dist. LEXIS 130163

21 (C.D. Cal. Sept. 11, 2014) ...... 13, 14, 16, 19, 31, 43

22 Rodriguez v. W. Pub’g Corp., 563 F.3d 948 (9th Cir. 2009) ...... 20, 46

23 Schmalzreid v. Jordan, 578 F. 2d 443 (D.C. Cir 1978) ...... 5

24 Serrano v. Priest, 20 Cal. 3d 25 (1977) ...... 11, 19, 31, 32, 33, 34

25 Serrano v. Unruh, 32 Cal. 3d 621 (1982) ...... 29

26 Shafer v. Cnty. of Santa Barbara, 2015 U.S. Dist. LEXIS 120084 27 (C.D. Cal. Sept. 8, 2015) ...... 16, 18, 20 28 Simon, et al. v. Republic of Hungary, 812 F.3d 127 (D.C. Cir. 2016) ...... 5 vi MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Spicer v. Chi. Bd. Options Exchange, Inc., 844 F. Supp. 1226 (N.D. Ill. 1993) . . 47

2 Staton v. Boeing Co., 327 F.3d 938 (9th Cir. 2003) ...... 11, 27, 44, 46

3 Steiner v. Williams, 2001 WL 604035 (S.D.N.Y. May 31, 2001) ...... 27

4 Tait v. BSH Home Appliances Corp., 2015 U.S. Dist. LEXIS 98546

5 (C.D. Cal. July 27, 2015) ...... 11, 12, 13, 18, 35, 46

6 Thayer v. Wells Fargo Bank, N.A., 92 Cal. App. 4th 819 (2001) ...... 26

7 Thiebes v. Wal-Mart Stores, Inc., 220 F. App’x 750 (9th Cir. 2007) ...... 21

8 Van Vranken v. Atl. Richfield Co., 901 F. Supp. 294 (N.D. Cal. 1995) ...... 25, 26

9 Vizcaino v. Microsoft Corp., 290 F.3d 1043

10 (9th Cir. 2002) ...... 25, 26, 27, 30, 35

11 Weil v. Markowitz, 829 F.2d 166 (D.C. Cir. 1987) ...... 5

12 White v. Experian Information Solutions, Inc., No. CV 05-1070 DOC (MLGx),

13 Dkt. No. 775 (C.D. Cal. June 15, 2011) ...... 17

14 Williams v. MGM-Pathe Communs. Co., 129 F.3d 1026 (9th Cir. 1997) . . . . 35, 36

15 Yamada v. Nobel Biocare Holding AG, 2016 U.S. App. LEXIS 7122

16 (9th Cir. Apr. 20, 2016) ...... 11, 13, 20, 34

17 STATUTES

18 California Code of Civil Procedure § 1021.5 ...... 11

19 Fed. R. Civ. P. 23 ...... 11

20 SECONDARY AUTHORITIES

21 5-23 Moore’s Federal Practice – Civil § 23.124(b)(i) ...... 27

22 Billing Rates Across the Country, Nat’l Law J. (Jan. 13, 2014), available at

23 http://www.nationallawjournal.com/id=1202636785489/Billing-Rates-

24 Across-the-Country?slreturn=20160307095654 ...... 19

25 http://flippa.com/blog/guest-post-5-ways-to-value-a-website/ ...... 49

26 https://www.census.gov/quickfacts/table/PST045215/00 ...... 1 27 https://www.fordlibrarymuseum.gov/library/document/0204/1512029.pdf . . . . . 5 28 http://www.massive.pr/2013/09/02/price-bad-reputation (same) ...... 49 vii MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 http://www.trackur.com/guide-negative-domain-names-reputation-

2 management ...... 49

26 27 28 viii MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 I. INTRODUCTION

2 The settlement in this case is outstanding and far-reaching, especially given

3 the risks Plaintiffs faced in proving their claims, as shown by the fact that the

4 Consumer Product Safety Commission (“CPSC”) conducted a multi-year

5 investigation of the same defect at issue here and took no action. The benefits of the

6 settlement, which are comprehensive, cover roughly 24 million dishwashers – 1 7 almost 20% of all 134 million U.S. households. Owners of the 24 million

8 dishwashers who previously experienced a control board overheating event within

9 twelve years of purchase are entitled to reimbursement of 100% of the repair costs,

10 or either $200 or $300 cash if they bought a replacement dishwasher (depending on

11 brand). Further, even though the covered dishwashers are now on average about 13

12 years old, if future overheating events occur, the owners are entitled to $100 cash,

13 or a 30% rebate on a new Whirlpool-manufactured dishwasher, through at least

14 February 2018; for several million dishwashers, that coverage extends from 2019-

15 2021. In addition, approximately 6 million Class Dishwasher owners are entitled to

16 rebates ranging from 10-20% off the price of a new Whirlpool, Kenmore, or

17 KitchenAid dishwasher even if they never experienced a control board overheating

18 event, and even if they no longer own the Class Dishwasher. Finally, the settlement

19 requires revised safety warnings and training materials for service personnel, and

20 broad notice to Class members and non-Class members, including notice of

21 settlement benefits, to be placed on the packaging for relevant replacement parts.

22 For their success in achieving the settlement, Class Counsel seek the Court’s

23 approval of attorneys’ fees of $15 million, which represents a multiple of 1.68 of

24 their current collective $8,948,487.98 million lodestar; payment of litigation costs

25 in the amount of $508,292.67 (plus additional expenses incurred through the

26 Effective Date as to notice, claims administration, Final Approval, and any appeals

27 1 See https://www.census.gov/quickfacts/table/PST045215/00 (lasted visited May 3, 28 2016). 1 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 related to settlement approval); and a service award to each of the named Plaintiffs

2 in the amount of $4,000.00. Approval is also sought for Whirlpool’s purchase of

3 two websites of Lead Plaintiff Steve Chambers, in the amount of $100,000.00.

4 Defendants have agreed to pay reasonable fees to Class Counsel for

5 prosecuting the lawsuit and obtaining, in settlement, both the Class benefits

6 (covering roughly 6 million dishwashers) and non-Class benefits (covering roughly

7 18 million dishwashers). Defendants have reserved the right to oppose only the

8 reasonableness of the amount sought. Defendants have also agreed to the service

9 awards and to the purchase of Mr. Chambers’ websites. They have reserved the

10 right to challenge the amount of expenses sought, but may elect not to do so. (The

11 parties’ discussions as to a possible agreement on expenses are ongoing.)

12 The attorney fee provisions in this Settlement differ from fee provisions in

13 many class action settlements because there is no “clear sailing” agreement. Here,

14 by design, the Settlement Agreement and accompanying Preliminary Approval

15 Order provide that the parties will litigate the proper amount of fees, with no upside

16 or downside limitations or guarantees, and that the fees and expenses awarded by

17 the Court will be paid by Whirlpool independent of the cash and other relief

18 provided by Whirlpool to the Plaintiffs, class members, and non-class owners of

19 covered dishwashers (which are also not subject to any cap). See Preliminary 2 20 Approval Order (“PAO”) (Dkt. No. 199) at 4-5.

21 The award sought here is well-justified by Class Counsel’s ceaseless

22 litigation of this case over a period of more than five years, including protracted,

23 complex settlement negotiations over the course of almost two years under the

24 auspices of Professor Eric D. Green, one of the nation’s most distinguished

25 mediators. See Green Declaration, Dkt. No. 192-42. Counsel’s efforts resulted in a

26 2 27 In the Settlement Agreement, Non-Class members entitled to benefits are called “NewGen/Raptor Owners.” Plaintiffs, Class members, and NewGen/RaptorOwners 28 are collectively referred to as “Dishwasher Owners.” 2 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 successful settlement that enables Plaintiffs and the Class and non-Class members

2 to obtain a “full recovery of amounts spent on parts and labor for Qualifying

3 Repairs” via a streamlined claims process, and “promotes public safety by requiring

4 new warnings about the dangers of removing or bypassing TCOs, and by creating

5 an incentive for current owners to replace their Class Dishwashers” with new

6 machines that do not contain the underlying design defect that made the machines

7 vulnerable to combustion. See generally PAO at 20-21.

8 The requested fee award is reasonable under the lodestar multiplier analysis,

9 which, as demonstrated below, is the correct measure to be applied by the Court in

10 making its award. A summary chart of each firm’s lodestar attributable to 3 11 prosecution of this case is reflected in Exhibit 1. Given the magnitude and quality

12 of the work performed and results achieved, the modest 1.68 multiple requested is

13 appropriate based upon analysis of the relevant factors, and in comparison to

14 multiples approved in other cases. Moreover, the fee requested is amply supported

15 by a percentage-of-recovery cross-check.

16 II. BACKGROUND

17 The procedural history of this litigation, including details of the settlement

18 negotiations and proposed settlement, is summarized at pages 1-6 and 19-21 of the

19 PAO. The attorney fee provision in the Settlement Agreement recites:

20 …in addition to the amount of money Whirlpool . . . has agreed to make available to pay Valid Claims submitted 21 by Settlement Class Members and NewGen and Raptor

22 owners, and the amount of money to be paid for work performed by the Settlement Administrator, Whirlpool . . 23 . will also pay Class Counsel’s reasonable attorneys’ fees

24 and costs awarded by the District Court . . . based on their work in prosecuting the Lawsuits and obtaining the 25 benefits of this Agreement, including work for and

26 3 Declarations from each law firm attesting to the hours presented in this chart are 27 attached as Exhibits 2-6. 28 3 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 benefits obtained on behalf of New Gen and Raptor Dishwasher owners as well as Class Dishwasher owners, 2 and based on both the Class and non-Class benefits 3 created by this Settlement. Defendants, however, reserve all their rights to object to the amount of (but not the 4 entitlement) of the attorneys’ fees and litigation expenses 5 of Class Counsel.

6 Settlement Agreement, Dkt. No. 192-4, at § IX (A), pp. 46-47. The Settlement

7 Agreement also provides that California law shall govern. Id. § XV (G), page 55.

8 Additional information relevant to this Motion is set forth below.

9 A. The Dishwasher Owners were Effectively Represented by 10 Distinguished Counsel. Consistent with this Court’s “having observed [class] counsel’s diligence in 11 litigating this case,” PAO at 14, the parties’ mediator, Prof. Green, noted that 12 “Class Counsel are among the most capable and experienced lawyers in the country 13 in these kind of cases. Class Counsel took on an extremely risky and complicated 14 case, invested a lot of time and resources, and achieved a good result for the class.” 15 Id. The Dishwasher Owners were represented by a team that was highly skiled, 16 experienced and dedicated. Without those attributes, it is highly unlikely that such a 17 favorable result could have been achieved given the legal and technological 18 complexity of the case, the vigor and determination shown by Whirlpool, which has 19 a hardline policy against consumer class actions, and the tenacity and skill of 20 Whirlpool’s highly-qualified, experienced attorneys at the Wheeler Trigg firm. 21 Co-Lead Class Counsel Charles S. Fax, a senior litigation partner in the 22 Maryland law firm of Rifkin Weiner Livingston LLC, has 42 years’ experience as a 23 litigator and over 30 as a law firm manager. He is also a law school professor and 24 co-author of two widely-used texts on civil discovery. See Fax Declaration, Exhibit 25 2 hereto, ¶¶ 3-11. Mr. Fax has substantial class action experience. To name just 26 27 two examples, he serves as co-lead counsel for a putative class of thousands of 28 native-Hungarian survivors of the World War II Holocaust in a suit for reparations 4 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 against Hungary, and was lead counsel on behalf of the Governor of the

2 Commonwealth of Puerto Rico and the Administrator of the Puerto Rico prison

3 system, defending against a prisoners’ rights class action alleging the prison

4 system’s wholesale unconstitutionality in violation of the Eighth Amendment. See

5 Simon, et al. v. Republic of Hungary, 812 F.3d 127 (D.C. Cir. 2016); Morales

6 Feliciano v. Rosello Gonzalez, 124 F. Supp. 2d 774 (D. P.R. 2000); Feliciano v.

7 Gonzalez, 13 F. Supp. 2d 151 (D. P.R. 1998). Mr. Fax has also handled many other

8 highly publicized cases, including the first lawsuit brought against the Office of the

9 President of the United States alleging sex discrimination under Title VII, which

10 resulted in an agreement by the White House (after a change in administrations) to

11 “voluntarily” subject itself to the statute’s requirements. Schmalzreid v. Jordan,

12 578 F. 2d 443 (D.C. Cir 1978) (Table); See generally,

13 https://www.fordlibrarymuseum.gov/library/document/0204/1512029.pdf. He also

14 represented the defendant in the largest alleged tax shelter securities fraud ever to

15 have occurred as of that time, the civil result of which was a negotiated settlement

16 with plaintiffs (that they later recanted and appealed unsuccessfully). See Weil v.

17 Markowitz, 829 F.2d 166 (D.C. Cir. 1987). Fax Decl. at ¶ 6.

18 Co-Lead Counsel Steve Schwartz and Tim Mathews of Chimicles & Tikellis

19 LLP have extensive class action experience, including many cases where they

20 served as co-lead counsel and obtained full judgments/recoveries on behalf of

21 consumers, including a recent $42 million summary judgment entered by Judge

22 Tigar of the Northern District of California against Safeway for overcharging online

23 grocery delivery customers, and a $53 million class recovery from Apple for

24 wrongfully denying warranty claims by iPhone owners that was approved by Judge

25 Seeborg of the Northern District of California. See Mathews Declaration, Exhibit 3

26 hereto, ¶¶ 4-12. Mr. Mathews also served as co-lead counsel and negotiated a $92.5 27 million settlement with the City of Los Angeles following a landmark victory in the 28 Supreme Court of California establishing the rights of taxpayers to file class action 5 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 tax refund claims under the California Government Code. See Ardon v. City of Los

2 Angeles, 52 Cal. 4th 421 (2011). Id., ¶ 8. Mr. Schwartz has also served as Co-Lead

3 Counsel prosecuting appliance defect class actions, including securing nationwide

4 settlements against Whirlpool and Sears related to central control board (CCU)

5 failures where, like here, the settlement provided a “full-value, dollar-for-dollar

6 recovery” that was “as good, if not a better, [a] recovery for Class Members than

7 could have been achieved’ at trial.” Id., ¶ 12, quoting In re Sears, Roebuck & Co.

8 Front-Loading Washer Prods. Liab. Litig., 2016 U.S. Dist. LEXIS 25290 at *35

9 (N.D. Ill. Feb. 29, 2016). The Chimicles firm also obtained a full-recovery

10 settlement following a $185 million jury verdict after a six-week trial before Judge

11 Dean Pregerson in In re Real Estate Associates Limited Partnerships Litigation,

12 No. CV 98-7035 DDP (C.D. Cal.). Id., ¶ 5.

13 The other Class Counsel are equally distinguished partners in nationally-

14 recognized class action firms. Local counsel Cohon & Pollack LLP is a leader in

15 complex business litigation in Los Angeles with significant class action experience.

16 See Sugnet Declaration, Ex. 4 hereto, at ¶¶ 2-9; Kitchenoff Declaration, Ex. 5

17 hereto, and Pollak Declaration, Ex. 6 hereto, at ¶2-6.

18 Class Counsel staffed the case with highly qualified and experienced

19 associates and senior counsel, most notably Liesel Schopler (now a partner) and

20 Reuben Wolfson of Mr. Fax’s firm, and Anthony Geyelin of the Chimicles firm.

21 Information about the qualifications and work of the non-partner lawyers is found

22 at Fax Decl., ¶¶ 12-24; Mathews Decl., ¶¶ 25-33, 36, 41; Sugnet Decl., ¶¶ 10-13.

23 The team representing the Dishwasher Owners was strong from top to bottom.

24 B. The Settlement was Achieved After Extensive, Intensive Litigation.

25 As summarized in the PAO at pp. 19-20, Class Counsel worked hard

26 throughout this litigation against skilled and experienced counsel representing 27 determined defendants. The parties engaged in: extensive motion practice with 28 respect to the detailed Second, Third, and Fourth Amended Complaints, the last of 6 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 which alleged 25 causes of action on behalf of 11 state classes; massive paper

2 discovery, including review of over 350,000 pages of documents composed of

3 many detailed and lengthy spreadsheets, engineering drawings and other complex

4 documents; engineering inspections of over 40 burned ECB’s and numerous

5 damaged dishwashers; over 30 days of depositions; over 40 subpoenas served on

6 various nonparties including component parts suppliers and insurers with

7 subrogation claims against Whirlpool; collection and analysis by Steve Chambers

8 and Class Counsel of hundreds of reports from consumers; and extensive work with

9 Plaintiffs’ non-testifying expert consultant Jerry Ferguson and testifying experts Dr.

10 Michael Pecht and James Martin, who both submitted detailed expert reports.

11 Part of that activity preceded the first round of intensive mediation, which

12 resulted in an impasse in March 2014, and part was bracketed by that mediation and

13 the subsequent, successful mediation in the Spring of 2015. Work bounded by the

14 two mediations included, by way of example: substantial additional second-level

15 review, analysis, and synthesis of Defendants’ document productions; depositions

16 of Whirlpool and Sears’ employees and designees; critical discovery from

17 Whirlpool’s component part suppliers; research and analysis of numerous house

18 fires believed to be caused by Whirlpool dishwashers; discovery from dozens of

19 insurance companies concerning dishwasher fires; and inspections of dozens of

20 burned dishwashers and control boards. Mathews Decl., ¶¶ 40-54. As stated by

21 Prof. Green in connection with the 2015 mediation sessions, “it was clear to me that

22 the parties had engaged in substantial discovery since the March 2014 session.”

23 Green Decl., ¶ 10. Class Counsel believe it was largely that discovery, through

24 which they continued to assemble a very compelling case for class certification,

25 summary judgment proceedings and trial, that led Whirlpool to suggest further

26 mediation and, at least in part, to settle. Mathews Decl., ¶¶ 55.

27 C. The Settlement Provides Full Recovery, Promotes Safety and Represents a Significant Victory for Consumers. 28 7 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 The settlement has numerous elements that cover 24 million dishwashers,

2 including approximately 6 million Class Dishwashers and 18 million non-Class

3 dishwashers. There is no cap on Whirlpool’s liability. There is no release of

4 personal injury or property damage claims. The settlement benefits include:

5 (1) 100% of repair costs incurred to repair dishwashers that had Overheating

6 Events before the Notice date and within 12 years of purchase, or, if the

7 owner bought a new dishwasher instead, a cash reimbursement of $300 for

8 Whirlpool-manufactured replacements and $200 for non-Whirlpool-

9 manufactured replacements. This benefit covers the 6 million Class

10 Dishwashers and the 18 million NewGen/Raptor Dishwashers.

11 (2) Approximately 2500 Dishwasher Owners have been “Prequalified”

12 through examination of Whirlpool’s, Sears’ and CPSC databases to receive

13 cash payments averaging $161 simply by verifying their information,

14 without submitting any documentation.

15 (3) The settlement provides significant future coverage as well. Through at

16 least February 25, 2018 (two years after the Notice Date), any of the

17 roughly 24 million dishwasher owners who have a control board

18 Overheating Event will be entitled to their choice of either $100 cash, or a

19 30% cash rebate off the price of a new Whirlpool-manufactured

20 dishwasher. Moreover, these benefits continue until the subject dishwashers

21 are at least 10 years old, meaning over 6 million dishwashers manufactured 4 22 after February 25, 2008 are covered through the years 2018-2021.

23 4 The approximate numbers of covered dishwashers manufactured in 2008 and 24 later, and therefore subject to coverage through 2018 and later, is summarized in the following table: 25 Year of Approximate Number of End Date for Coverage 26 Manufacture Covered Dishwashers for Future Overheating Manufactured Events 27 28 2008 1,911,268 2018 8 (Footnote continues on next page.) MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 (4) All 6 million Class members are entitled to rebates on the purchase of

2 new dishwashers, ranging from 10-20%, regardless of whether they had a

3 control board Overheating Event or still own the Class dishwasher. This

4 gives an economic benefit to all affected Class purchasers, plus an incentive

5 to replace Class dishwashers that are still in service, particularly if the Class

6 member is concerned about the safety implications of the alleged defect.

7 (5) Whirlpool has also agreed to important additional safety enhancements

8 that benefit all Dishwasher Owners, by agreeing to make revisions to

9 training bulletins and service kit pointers directed to repair service

10 personnel, warning of the danger of removing or tampering with the 5 11 thermal cut-off (TCO) safety mechanism.

12 (6) Whirlpool has agreed to pay for broad notice informing Class members

13 and the public at large of the nature of the alleged defect and the benefits

14 available under the Settlement, including over 4 million direct mail notices,

15 over 660,000 email notices, publication notice in two national publications,

16 and issuance of special stickers to be placed on parts packaging notifying

17 service personnel of the availability of benefits under the settlement.

18 These benefits are substantial, especially because the subject dishwashers

19 typically came with just a one or two year warranty. Indeed, this Settlement is

20 likely a better result for Dishwasher Owners than could have been obtained even if

21 Class Counsel had successfully defeated Defendants’ pending motion to dismiss,

23 2009 1,784,659 2019 2010 1,750,396 2020 24 2011 985,391 2021 25 Source: WCH0191279. See Mathews Decl., ¶ 79. 26 5 27 Discovery showed that service personnel would frequently bypass TCOs that were subject to nuisance tripping, and that bypassing the TCO significantly increased the 28 risk of a serious fire resulting from an Overheating Event. 9 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 certified the class or classes, defeated the expected motions for summary judgment

2 and to strike plaintiff’s experts, won jury verdicts in each of the 11 state classes

3 pled in the Fourth Amended Complaint, and monetized those liability judgments

4 via a post-trial litigated damages claim process.

5 In that regard, it is important to recognize that the class trials in this case

6 would likely have been for liability only. For example, the class certification and

7 initial bellwether trial conducted in 2014 in the Front Load Washer (FLW) Mold

8 case against Whirlpool and Sears was for a liability-only class. See Mathews Decl.,

9 ¶ 12, 37. If Class Counsel similarly secured liability-only classes here, even with 6 10 favorable jury verdicts, it would have been necessary to litigate damages.

11 While this settlement does not create a common cash fund, and is therefore

12 incapable of precise valuation, the value of the Settlement to Dishwasher Owners

13 is, without question, very substantial, as set forth more fully below.

14 III. THE REQUESTED FEE IS FAIR, REASONABLE AND JUSTIFIED.

15 In the Settlement Agreement, Whirlpool agreed to pay “Class Counsel’s

16 reasonable attorneys’ fees and costs awarded by the District Court . . . based on

17 their work in prosecuting the Lawsuits and obtaining the benefits of this

18 Agreement….” Dkt. No. 192-4 § IX (A), pp. 46-47. The Settlement Agreement

19 6 The Whirlpool/Sears FLW CCU settlement, like the settlement here, allows class 20 members to claim 100% of the costs of repair, although the CCU settlement is less 21 favorable inasmuch as there are no benefits for class members who do not experience the defect (here, rebates of up to 20%), there is no coverage for future 22 events (here, coverage through as late as 2021), and also no enhanced safety 23 warnings (here, revisions to service documents). Nevertheless, in approving that settlement, the court held: “Eligible class members will receive a complete, full- 24 value, dollar-for-dollar recovery of all costs they incurred to fix a CCU-related 25 problem…. [T]he settlement ‘provides as good, if not a better, recovery for Class Members than could have been achieved’ at trial, even if plaintiffs cleared all of the 26 above-mentioned hurdles.” In re Sears, Roebuck & Co. Front-Loading Washer 27 Prods. Liab. Litig., 2016 U.S. Dist. LEXIS 25290 at *35. 28 10 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 provides that “the rights and obligations of the Parties shall be construed and

2 enforced in accordance with, and governed by, the laws of California. Id. at §

3 XV(G), p. 55. Under California law, a court may award reasonable attorneys’ fees

4 and costs when a litigant proceeding in a representative capacity has achieved a

5 “substantial benefit” for a class of persons, Tait v. BSH Home Appliances Corp.,

6 2015 U.S. Dist. LEXIS 98546, at *29 (C.D. Cal. July 27, 2015); Serrano v. Priest,

7 20 Cal. 3d 25, 38 (1977); Yamada v. Nobel Biocare Holding AG, 2016 U.S. App.

8 LEXIS 7122, at *13 (9th Cir. Apr. 20, 2016). A court may also award fees pursuant

9 to the private attorney general theory under California Code of Civil Procedure §

10 1021.5. See Yamada, 2016 U.S. App. LEXIS 7122, at *13. The fee requested by

11 counsel for Plaintiffs is reasonable, and should be approved. A. The Fee Award Should Be Determined By The Lodestar-Plus- 12 Multiplier Method. 13 In setting attorneys’ fees, the Court will evaluate whether the amount sought 14 is “fundamentally fair, adequate and reasonable.” Staton v. Boeing Co., 327 F.3d 15 938, 963 (9th Cir. 2003) (quoting Fed. R. Civ. P. 23(e)). Courts, in making this 16 determination, use either the “lodestar-plus-multiplier” method or the “percentage- 17 of-the-fund” method. Hanlon v. Chrysler Corp., 150 F.3d 1011, 1029 (9th Cir. 18 1998); In re Toys “R” Us-Del., Inc. Fair & Accurate Credit Transactions Act 19 (FACTA) Litig., 295 F.R.D. 438, 459 (C.D. Cal. 2014). 20 In a lodestar analysis, the court multiplies the number of 21 hours reasonably expended by counsel on the matter by a 22 reasonable hourly rate and adjusts the result upward or downward depending on a variety of factors. In a 23 percentage-of-the-fund analysis, the court awards a 24 percentage of the class recovery as fees. See State of Florida v. Dunne, 915 F.2d 542, 545 n. 3 (9th Cir. 1990). 25

26 In re Toys “R” Us, 295 F.R.D. at 459-60. In Reed v. 1-800 Contacts, Inc., 27 2014 U.S. Dist. LEXIS 255, 22-23 (S.D. Cal. Jan. 2, 2014), the court held:

28 11 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Under California law, the primary method for determining the amount of reasonable attorneys’ fees is 2 the lodestar method. In re Consumer Privacy Cases, 175 3 Cal. App. 4th 545, 556-57, 96 Cal. Rptr. 3d 127 (2009); Hartless v. Clorox Co., 273 F.R.D. 630, 642 (S.D. Cal. 4 2011). However, it “may be appropriate in some cases, 5 assuming the class benefit can be monetized with a reasonable degree of certainty, to ‘cross-check’ or adjust 6 the lodestar in comparison to a percentage of the 7 common fund to ensure that the fee awarded is reasonable and within the range of fees freely negotiated 8 in the legal marketplace in comparable litigation.” Id. 9 (citations omitted). For these reasons, the court should

10 first consider the lodestar calculation and may then cross- check the amount with the percentage -of-recovery 11 method.

12 The Court should use the lodestar method here for at least three reasons. 13 First, as noted above, California law controls. Under California law, the 14 primary method for determining reasonable attorneys' fees is the lodestar method. 15 Virtually all California state class action fee cases apply that method when there is 16 no common fund capable of valuation with reasonable certainty. Id.; see also 17 Lealao v. Beneficial California, Inc., 82 Cal. App. 4th 19, 26-27 (Cal. App. 1st 18 Dist. 2000) (“The primacy of the lodestar method in California was established in 19 1977 in Serrano III, supra, 20 Cal. 3d 25…[where] our Supreme Court declared: 20 ‘The starting point of every fee award, once it is recognized that the court's role in 21 equity is to provide just compensation for the attorney, must be a calculation of the 22 attorney's services in terms of the time he has expended on the case.’”) 23 Thus, where, as here, there is no common fund, an award of attorneys’ fees 24 should be based on the lodestar method (with the percentage-of-fund method, at the 25 Court’s discretion, used at most as a cross-check as to reasonableness). See Tait, 26 27 2015 U.S. Dist. LEXIS 98546, at *35 (“A fee award may not be justified solely as a 28 percentage of the recovery when that award will not come from the settlement 12 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 fund;” In re Toys “R” Us, 295 F.R.D. at 460, 468 (lodestar method is appropriate

2 where there is no common fund); Goldkorn v. County of San Bernardino, 2012 U.S.

3 Dist. LEXIS 17934, at *25 (C.D. Cal. Feb. 13, 2012) (court applies lodestar method

4 where no common fund); Reed v. 1-800 Contacts, Inc., supra.

5 Second, Plaintiffs’ consumer claims arise under fee-shifting statutes, as to

6 which the lodestar method is used. See Tait, 2015 U.S. Dist. LEXIS 98546, at *6,

7 34-35 (where plaintiffs brought consumer protection claims based on fee-shifting

8 statutes, court applied lodestar method). Third, because this settlement also includes

9 significant non-monetary relief, “[t]he ‘lodestar method’ is appropriate in class

10 actions where the relief sought and obtained is not easily monetized, ensuring

11 compensation for counsel who undertake socially beneficial litigation.” Yamada,

12 2016 U.S. App. LEXIS 7122, at *20.

13 In a case involving a comparable defect, where the settlement contained

14 comparable components, Judge Snyder applied the lodestar method in awarding an

15 $8 million fee, including a 1.23 multiple on counsel’s lodestar. See Roberts v.

16 Electrolux Home Prods., 2014 U.S. Dist. LEXIS 130163, at *23-24 (C.D. Cal. Sept.

17 11, 2014). Roberts involved claims that Electrolux clothes dryers had defects that

18 can result in fires due to lint buildup. Roberts alleged similar causes of action to

19 those alleged here. As part of the Settlement, like here, Electrolux gave

20 reimbursements for past and future dryer fires within 10 years of purchase, cash

21 rebates for future purchases of Electrolux products, safety notices to class members

22 and service personnel, and free safety cleaning services to clear lint from the dryers.

23 Id. at *11-12. In approving the fee application, Judge Snyder held:

24 The Court finds that the lodestar method is the

25 appropriate approach for the calculation of attorneys' fees in this case. See In re Bluetooth Headset Prods. Liab. 26 Litig., 654 F.3d 935, 941 (9th Cir. 2011); In re Ferrero 27 Litig., No. 11-cv-00205-KSC, 2012 U.S. Dist. LEXIS 94900, *10 (S.D. Cal. July 9, 2014), aff'd, No. 12-56469, 28 583 Fed. Appx. 665, 2014 U.S.13 App. LEXIS 13780 (9th MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Cir. July 16, 2014) (in class action settlement providing for injunctive relief, “[t]he Court concludes that Plaintiffs 2 are prevailing parties as the term is used in the fee- 3 shifting provision of the Consumer Legal Remedies Act, and Class Counsel are thus entitled to a reasonable fee 4 and expense award for their work.”). This litigation 5 asserted claims under fee-shifting statutes including state consumer protection statutes [of California, Arkansas, 6 and New York], and the Magnuson-Moss Warranty 7 Improvement Act …, each of which provides for attorneys' fees to a successful plaintiff…as well as 8 significant injunctive relief and safety benefits. Under 9 these circumstances the lodestar method of calculating

10 fees is the appropriate method by which to measure attorneys’ fees in this matter. 11 7 Id. at *23-24. That analysis is applicable here. 12 As stated above, the first step in the lodestar analysis is to multiply the 13 number of hours counsel reasonably expended on the litigation by a reasonable 14 hourly rate. See Goldkorn, 2012 U.S. Dist. LEXIS 17934, at *25; Hanlon, 150 F.3d 15 at 1029; Consumer Privacy, 175 Cal. App. 4th at 556. Once that figure has been 16 calculated, “the Court must decide whether to adjust the ‘presumptively reasonable’ 17 lodestar figure based upon the factors listed in Kerr v. Screen Extras Guild, Inc., 18 526 F.2d 67, 69-70 (9th Cir. 1975), cert. denied, 425 U.S. 951 (1976), that have not 19 been subsumed in the lodestar calculation.” Goldkorn, 2012 U.S. Dist. LEXIS 20 17934, at *26, citing Caudle v. Bristow Optical Co., Inc., 224 F.3d 1014, 1028-29 21 (9th Cir. 2000). The Kerr “enhancement” factors include: (1) the time and labor 22 required; (2) the novelty and difficulty of the questions involved; (3) the skill 23 requisite to perform the legal service properly; (4) the preclusion of other 24 employment by the attorney due to acceptance of the case; (5) the customary fee; 25 (6) whether the fee is fixed or contingent; (7) time limitations imposed by the client 26

27 7 Electrolux was represented in Roberts by Mr. Williams of the Wheeler Trigg firm, 28 who represents Defendants here. 14 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 or the circumstances; (8) the amount involved and the results obtained; (9) the

2 experience, reputation, and ability of the attorneys; (10) the “undesirability” of the

3 case; (11) the nature and length of the professional relationship with the client; and

4 (12) awards in similar cases. In re Toyota Motor Corp. Unintended Acceleration

5 Mktg. Sales Practices, & Prods. Liab. Litig., 2013 U.S. Dist. LEXIS 123298, at

6 *294-97 (C.D. Cal. July 24, 2013). See also Consumer Privacy, 175 Cal. App. 4th

7 at 556, citing Graham v. Daimler Chrysler Corp., 34 Cal. 4th 553, 579, 21 Cal.

8 Rptr. 3d 331, 101 P.3d 140 (2004) (courts consider various factors for

9 enhancement, including: (1) the novelty and difficulty of the questions involved, (2)

10 the skill shown in presenting them, (3) the extent to which the litigation precluded

11 other employment by the attorneys, and (4) the contingent nature of the fee award.

12 Accord Lealao v. Beneficial Cal., Inc., 82 Cal. App. 4th at 26.

13 Two primary fee enhancement factors are contingency risk and the legal skill

14 required. Ketchum, 24 Cal. 4th at 1132 (citing Serrano III , 20 Cal. 3d at 49) (“[i]n

15 effect, the court determines, retrospectively, whether the litigation involved a

16 contingent risk or required extraordinary legal skill justifying augmentation of the

17 unadorned lodestar in order to approximate the fair market value for such

18 services.”). The lodestar-plus-multiplier method provides the court with an

19 objective basis for determining the value of legal services. Hensley v. Eckerhart,

20 461 U.S. 424, 433 (1983). It “constitutes earned compensation; unlike a windfall, it

21 is neither unexpected nor fortuitous. Rather it is intended to approximate market-

22 level compensation for such services, which includes a premium for the risk of

23 nonpayment or delay in payment of attorneys’ fees.” Ketchum v. Moses, 24 Cal. 4th

24 1122, 1138 (2001); accord, Hanlon, 150 F.3d at 1029.

25 1. Class Counsel’s Lodestar Is Reasonable.

26 The accompanying declarations of Class Counsel (Exs. 2-6) state the hours 27 worked and billing rates used to calculate their lodestar. A summary by firm is 28 attached as Ex. 1. As described in the declarations, Class Counsel and their staffs 15 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 have spent almost 24,000 hours working this case, for a total unadjusted lodestar of

2 approximately $8.95 million to date, exclusive of costs. Class Counsel have also

3 already spent significant time further advocating for and protecting the class in

4 connection with notice and administration issues, and expect to spend a significant

5 amount of time through the Effective Date, including additional time spent on

6 notice and administration issues, responding to inquiries from class members,

7 ensuring strict compliance with the settlement provisions by defendants, preparing

8 the final settlement approval brief, participating in the final approval hearing,

9 responding to objections and defending against possible appeals. See Roberts, 2014

10 U.S. Dist. LEXIS 130163 at *24 & n.2; see also Mathews Decl., ¶ 62.

11 a. Class Counsel’s Hourly Rates are Reasonable.

12 In assessing the reasonableness of an attorney’s hourly billing rate, “the court

13 must look to the prevailing market rates in the relevant community for similar work

14 by attorneys of comparable skill, experience, and reputation.” Shafer v. Cnty. of

15 Santa Barbara, 2015 U.S. Dist. LEXIS 120084, at *22 (C.D. Cal. Sept. 8, 2015)

16 (Hon. Fernando M. Olguin), citing Camacho v. Bridgeport Fin., Inc., 523 F.3d 973,

17 979 (9th Cir. 2008). “Generally, the relevant community is the forum where the

18 district court sits.” Id.

19 Class Counsel are highly regarded members of the bar, and have brought to

20 bear their extensive experience in consumer class actions and complex litigation,

21 including specialized knowledge vital to the success of this case. See Fax Decl., ¶¶

22 3-24; Mathews Decl., ¶¶ 4-12, 25, 30; Pollak Decl. ¶¶ 2-6; Sugnet Decl. ¶¶ 2-13;

23 see also wka-law.com. Their class action recoveries, including the full-recovery

24 jury verdicts, summary judgments and settlements mentioned above and in their

25 declarations, is testament to the caliber of their representation of consumers.

26 Their customary rates used to calculate the lodestar are squarely in line with 27 prevailing rates in this District, are paid by hourly-rate clients of their firms, and/or 28 have been approved by other courts in this District. See Fax Decl., ¶ 73 (most of 16 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 RWL’s legal work is performed on an hourly, non-contingent basis, and the rates

2 charged here are the same rates that were charged to, and paid by, the vast majority

3 of RWL’s clients during the years in question); Mathews Decl., ¶¶ 66-67

4 (Chimicles firm’s rates based on an analysis of rates charged by its peers, have been

5 repeatedly approved by courts throughout the country over the past two decades

6 (citing cases), and are the same rates charged to and paid by non-contingent hourly-

7 paying clients); Pollak Decl. ¶¶ 11-16; Sugnet Decl. ¶¶ 26-31 (citing numerous

8 courts that have approved Lieff Cabraser’s (“LCBH”) rates, which are the same

9 rates paid by numerous sophisticated clients on an hourly, non-contingent basis).

10 Counsel’s rates have been approved by many courts. See, e.g., In re A-Power

11 Energy Generation Systems, Ltd. Securities Litig., No. MDL 11-2302-GE (CWx),

12 Dkt. No. 123 (C.D. Cal. Aug. 29, 2013) (granting LCHB’s requested attorneys’

13 fees); In re Toyota Motor Corp. Unintended Acceleration Marketing, Sales

14 Practices, and Products Liability Litig., No. 10-ml-02151 JVS (FMOx), Dkt. No.

15 3933 (C.D. Cal. June 24, 2013) (awarding LCBH’s requested fees and finding that

16 “[c]lass counsel’s experience, reputation, and skill, as well as the complexity of the

17 case” justified their rates that ranged from $150 to $950); White v. Experian

18 Information Solutions, Inc., No. CV 05-1070 DOC (MLGx), Dkt. No. 775 (C.D.

19 Cal. June 15, 2011) (approving LCHB’s billing rates as justified “in light of the

20 attorney’s reputation and experience” and the prevailing rates in the district); Berger

21 v. Property I.D. Corp., No. CV 05-5373-GHK (CWx), Dkt. No. 899 (C.D. Cal. Jan.

22 28, 2009) (awarding LCHB’s requested fees); Johnson et al. v. W2007 Grace

23 Acquisition I Inc. et al., Case No. 2:13-cv-2777 (W.D. Tenn.), at ECF #135 (opinion

24 filed Dec. 4, 2015) (“Both the hours spent and the hourly rates [by lead counsel

25 Chimicles & Tikellis LLP] are reasonable given the nature and circumstances of this

26 case, and the applied lodestar multiplier is at the low end of the range regularly 27 approved in securities class actions”); Henderson v. Volvo Cars of N. Am., LLC, 28 2013 U.S. Dist. LEXIS 46291 *4-47 (D.N.J. Mar. 22, 2013) (C&T’s rates “are 17 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 entirely consistent with hourly rates routinely approved by this Court in complex

2 class action litigation”); In re Philips/Magnavox TV Litig., 2012 U.S. Dist. LEXIS

3 67287, 44-48 (D.N.J. May 14, 2012) (“The Court finds [C&T’s] billing rates to be

4 appropriate and the billable time to have been reasonably expended.”); Shafer, 2015

5 U.S. Dist. LEXIS 120084, at *24 (finding a rate of $700 per hour for an attorney

6 who had been in practice since 1978 to be reasonable in light of the market for

7 attorneys with similar experience); id. at *25-26 (finding a rate of $350 per hour to

8 be reasonable for an attorney who had been in practice since October 2013); Tait,

9 2015 U.S. Dist. LEXIS 98546, at *37-38 (approving partner rates up to $800 per

10 hour, associate rates up to $550 per hour, and paralegal rates up to $225 per hour).

11 In In re Toys “R” Us, this Court collected relevant cases:

12 Based on its general knowledge of rates in the Los

13 Angeles legal community for attorneys of comparable skill and experience, the court concludes that the hourly 14 rates requested for partners, associates, and paralegals are

15 reasonable. See Kearney, 2013 U.S. Dist. LEXIS 91636, 2013 WL 3287996, *8 (approving hourly rates between 16 $650 and $800 for class counsel in a consumer class

17 action); Parkinson v. Hyundai Motor America, 796 F.Supp.2d 1160, 1172 (C.D. Cal. 2010) (approving hourly 18 rates between $445 and $675 for class counsel in

19 consumer class action); see also POM Wonderful, LLC v. Purely Juice, Inc., No. CV 07-2633, 2008 U.S. Dist. 20 LEXIS 110460, 2008 WL 4351842, *4 (C.D. Cal. Sept.

21 22, 2008) (finding rates of $475 to $750 for partners and $275 to $425 for associates reasonable in consumer class 22 action); see also Craft v. County of San Bernardino, 624

23 F.Supp.2d 1113, 1122 (C.D. Cal. 2008) (finding a $225 rate reasonable for paralegals); Vasquez, 2011 U.S. Dist. 24 LEXIS 83696, 2011 WL 3320482 at *2 (finding $210 and

25 $200 rates reasonable for paralegals); Bernal v. Paradigm Talent & Literary Agency, CV 07-06445 SVW (PLAx), 26 2010 U.S. Dist. LEXIS 142572, 2010 WL 6397561, *5, 7 27 (C.D. Cal. June 1, 2010) (finding a paralegal rate of $225 reasonable); L.A. Printex Indus., Inc. v. William Carter 28 Co., No. CV 09-2449-JFW (FMOx),18 2010 U.S. Dist. MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 LEXIS 130529, 2010 WL 4916634 *2-3 (C.D. Cal. Dec. 1, 2010) (using paralegal rates of $229.50 and $202.50 to 2 calculate fees). 3 295 F.R.D. at 464; see also Roberts, 2014 U.S. Dist. LEXIS 130163 at *25 & n.2 4 and Civ. Action No. 8:12-cv-01644, Dkt. No. 153-3 at page 13 (approving rates up 5 to $725 per hour); Billing Rates Across the Country, NAT’L LAW J. (Jan. 13, 2014), 6 available at http://www.nationallawjournal.com/id=1202636785489/Billing-Rates- 7 Across-the-Country?slreturn=20160307095654 (providing rates reported by Los 8 Angeles based firms as follows): 9 Firm Partner Rates Associate Rates 10 Irell & Manella $800- $975 $395- $750 11 Manatt Phelps $640 - $795 n/a 12 O’Melveny & Meyers $615 -$950 n/a 13 Jeffer Mangels $560- $875 n/a 14 Sheppard Mullin $490 - $875 $275 - $535 15 Here, the rates of the partners who prosecuted this case range from $450- 16 $750) and the rates of associates and senior counsel range from $300-$500.8 Those 17 rates are below the rates approved in this District and rates charged on a non- 18 contingent basis by many leading Los Angeles firms as indicated in the NLJ 19 survey. Accordingly, Class Counsel’s rates are reasonable.9 20

8 25 The one exception is 1.5 hours of Alan Rifkin’s time charged at $825, and 9.6 hours of his time charged at $805.00. 26 9 In Roberts, plaintiff’s counsel spent approximately 12,000 hours for lodestar of 27 approximately $6 million, for an average hourly rate of $500 per hour. Civil Action No. 8:12-cv-01644, Dkt. No. 153-1 at page 10. Here, Class Counsel’s average 28 hourly rate is only $375. 19 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 b. The Number of Hours Class Counsel Worked is Reasonable. 2

3 The hours that Class Counsel devoted to this case are reasonable, and thus 10 4 they are entitled to payment therefor. Serrano, 20 Cal. 3d at 49; Caudle, 224 F.3d

5 at 1028. Each firm has submitted a detailed declaration attesting that their reported

6 hours were accurate and reasonably incurred in connection with the prosecution and

7 settlement of the Dishwasher Owners’ claims; that their firms require their

8 attorneys and other professionals to maintain daily, contemporaneous time records;

9 and have attached a copy (under seal) of their detailed daily time entries (with

10 minimal, appropriate redactions) reflecting the work performed. All of this work is

11 compensable. Blackwell v. Foley, 724 F. Supp. 2d 1068, 1081 (N.D. Cal. 2010)

12 (“An attorney’s sworn testimony that, in fact, it took the time claimed ‘. . . is

13 evidence of considerable weight on the issue of the time required . . .’”) (citation

14 omitted; alterations in original).

15 Class Counsel were required to spend considerable time investigating the 11 16 defects at issue. Those efforts were critical to the success of this case.

10 17 Though Class Counsel were successful in achieving their goals in this case, “‘it is well established that failure to recover on all theories of liability is not a bar to 18 recovery of attorneys’ fees.’” Shafer, 2015 U.S. Dist. LEXIS 120084, at * 32, quoting Mendez v. Cnty. of San Bernardino, 540 F.3d 1109, 1125 (9th Cir. 2008). 19 Indeed, where different claims involve a common core of facts, “the hours spent pursuing non-successful claims cannot be segregated from the time spent on the 20 successful claims.” Id. See also Yamada, 2016 U.S. App. LEXIS 7122, at *22, quoting Winterrowd v. Am. Gen. Annuity Ins. Co., 556 F.3d 815, 827 (9th Cir. 21 2009) (“Where a lawsuit consists of related claims, a plaintiff who has won 22 substantial relief should not have [her] attorney’s fee reduced simply because the trial court did not adopt each contention raised.”). 23 11 Class Counsel did not piggyback on the efforts or investigations of governmental officials, but did all the work and secured the relief by themselves. Class Counsel 24 did provide information to the U.S. Consumer Product Safety Commission, but the CPSC did not share with Class Counsel the results of any investigation it did and 25 did not require Whirlpool to take any steps concerning the safety issue. See Dkt.

26 No. 192-2 at page 6 § II(A). These facts further support the reasonableness of Class Counsel’s lodestar and their request for fees. See Rodriguez v. West Publ’g Corp., 27 563 F.3d 948, 967 (9th Cir. 2009) (court justified use of a multiplier in part based upon finding “that counsel faced substantial risk in prosecuting this action [in that 28 it] [] did not have the benefit of fruits from underlying government actions”), 20 (Footnote continues on next page.) MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Defendants aggressively litigated this case throughout, employing every

2 classic defensive stratagem: They denied all legal liability or the existence of any

3 design defect or safety hazard; filed multiple, extensive motions to dismiss; served

4 voluminous document requests and interrogatories on each of the 18 class

5 representatives, and took full-day depositions of most, and half-day depositions of

6 the rest; inspected the class representatives’ dishwashers; negotiated hard over

7 discovery disputes; signaled their intention to oppose certification of any classes;

8 indicated that they would file summary judgment and Daubert motions, and that

9 they would take the case to trial if necessary (as Whirlpool did in the front load

10 moldy washer cases). See generally Fax and Mathews declarations. Defendants

11 were hard negotiators at both mediations, and left the table after four days of

12 mediation in 2014 when the parties were at an impasse. Mathews Decl., ¶ 39. Had

13 they not done so, the case might have settled a year-and-a-half earlier. Under these

14 circumstances – in the face of highly skilled, experienced, “take no prisoners”

15 adversaries – Defendants cannot complain about the time Class Counsel were

16 required to spend prosecuting the case. See, e.g., Thiebes v. Wal-Mart Stores, Inc.,

17 220 F. App’x 750, 751 (9th Cir. 2007) (“When a defendant employs a scorched

18 earth strategy, unreasonably increasing a plaintiff’s litigation expenses, the

19 defendant can expect to pay for the attorney fees it forces the plaintiff to incur.”).

20 Among other necessary tasks, Class Counsel performed an extensive

21 investigation and evaluation of the case to establish its merits; researched and

22 remanded on other grounds to 2010 U.S. Dist. LEXIS 24155, at *1 (C.D. Cal. Feb. 23 3, 2010); In re Linerboard Antitrust Litig., MDL No. 1261, 2004 U.S. Dist. LEXIS 10532, *36 (E.D. Pa. June 2, 2004) (attorney’s fees representing a 2.66 multiple 24 were reasonable due in part to a risk of nonpayment that was bolstered by the fact that plaintiffs “did not benefit from the fruits of a prior government investigation or 25 prosecution”); cf. Coordination Proceeding Special Title Rule 1550b, 2004 Cal. Super. LEXIS 257, *25 (2004) (multiplier should be reduced because “[c]lass 26 counsel fail to reconcile their risk assessment with the benefits they obtained . . . 27 other earlier government and private . . . proceedings . . .” and identifying that “[t]he ability to rely upon a prior government enforcement action is widely 28 understood by courts and commentators to materially reduce contingent risk.”) 21 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 drafted amended complaints; prepared and executed massive written discovery,

2 both offensively and defensively, reviewing hundreds of thousands of pages of

3 documents and over 10,000 excel documents and countless, highly-technical

4 engineering documents; served over 40 subpoenas on third parties; investigated

5 dozens of house fires potentially related to the defect; retained experts to examine

6 dozens of burned control boards and dishwashers; defended 18 depositions; took 5

7 days of depositions of key technical witnesses; defended several complaints against

8 attack through three rounds of motions to dismiss, including the performance of

9 legal research, drafting opposition briefs, requests for judicial notice, and proposed

10 orders; retained and worked with three experts to analyze the defect at issue in the

11 case and consulted with an economic damages expert; prepared for and participated

12 in two formal rounds of mediation over a two-year period (a total of six all day in-

13 person sessions, as well as numerous telephone conferences), and engaged in

14 follow-up work after each mediation session; negotiated the specific, detailed

15 terms of the Settlement once an agreement in principle was reached; litigated the

16 notice and claims process as hard as they litigated the case (resulting in several

17 enhancements and more than quadrupling the number of Prequalified class

18 members; and prepared for the motion for preliminary settlement approval. See Fax

19 Decl. ¶¶ 25-62; Mathews Decl., ¶¶13-61.

20 These tasks were done for the benefit of the Plaintiffs and the Dishwasher

21 Owners they represent, and the time spent was reasonable. Thus, Class Counsel

22 should be paid for all such time. See Hensley, 461 U.S. at 435-36; Cabrales v. Cnty.

23 of Los Angeles, 935 F.2d 1050, 1052-53 (9th Cir. 1991); Ketchum, 24 Cal. 4th at

24 1133 (fee award should be “fully compensatory [and] absent circumstances

25 rendering the award unjust, an attorney fee award should ordinarily include

26 compensation for all the hours reasonably spent.” (emphasis in original)); Center 27 for Biological Diversity v. Cnty. of San Bernardino, 185 Cal. App. 4th 866, 897-98 28 (2010) (declining to reduce an award of attorneys’ fees where the plaintiff 22 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 “achieved its primary objective”; noting such a reduction ‘would impede the

2 Legislature’s intent of ‘encouraging attorneys to act as private attorneys general and

3 vindicate important rights affecting the public interest.” (Citing Ketchum, 24 Cal.

4 4th at 1133-34)); Browne v. American Honda Motor Co., 2010 U.S. Dist. LEXIS

5 144823, at *31-34 (C.D. Cal. Oct. 5, 2010) (awarding fees for pre-filing and post-

6 filing investigation, including communicating with class members).

7 Class Counsel’s lodestar is not bloated by unnecessary duplication or

8 inefficiencies. The number of attorneys and firms working on this case was

9 reasonable. Unlike many large national class actions, there were no “copycat” cases

10 filed, which often results in an unwieldy group of lawyers. The team was a tightly-

11 knit group of lawyers, most of whom had experience working with each other, and

12 some of whom had experience prosecuting class actions against Whirlpool and

13 Sears. Class Counsel endeavored to prevent duplication of work and avoid

14 inefficiencies that might otherwise have resulted from multiple firms working on

15 this case. See Fax Decl. ¶ 74; Mathews Decl. ¶ 23, 27; Pollak Decl. ¶ 11; Sugnet

16 Decl. ¶ 25. Indeed, only four lawyers (two partners, Fax and Mathews, Of Counsel

17 Mr. Geyelin, and then-associate Ms. Schopler) and one legal assistant (Mr. Liberati)

18 accounted for approximately 65% of the collective hours and lodestar of Class

19 Counsel. See Fax Decl., passim, and chart attached as Ex. 7 hereto. Tasks were

20 managed so as to promote efficiency and ensure continuity. Mr. Fax defended most

21 of the class representative depositions. Fax Decl. ¶ 74. Only Fax and Mathews took

22 depositions. Fax Decl., passim; Mathews Decl. ¶¶ 41-45; Fax and Mathews were

23 also the attorneys primarily involved with working with plaintiffs’ experts and

24 consultants, and in inspections of dishwashers and control boards; and Mr.

25 Mathews and Ms. Schopler were primarily involved in subpoenaing insurance

26 companies and investigating reports of house fires . Fax Decl., passim; Mathews 27 Decl. ¶¶ 46-49. Mr. Geyelin led the document review and analysis team, with 28 significant assistance from only 4 other attorneys (Mssrs. Wolfson and Liberati of 23 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Mr. Fax’s office and Ms. Lawler and Ms. Winston from Lieff Cabraser). Mathews

2 Decl. ¶¶ 19-32. Mathews, Fax, Geyelin, Wolfson and Ms. Saler of the Chimicles

3 firm did the lions’ share of assimilating all of the facts from Defendants’ document

4 productions, depositions and non-party discovery, and information provided by the

5 experts. Mathews Decl. ¶¶ 29-33, 36, 41, 49; Fax, Schwartz and Mathews handled

6 most of the settlement agreement negotiations/papering, notice and claims

7 administration monitoring and preparation of the preliminary approval papers.

8 Mathews Decl. ¶¶ 55-61. Mr. Liberati handled most initial communications with

9 putative class members (along with Plaintiff Steve Chambers), as well as routine

10 communications with them thereafter, and was instrumental in maintenance of class

11 member data, organization and maintenance of litigation and research files,

12 maintenance of dishwashers and dishwasher parts and shipment of those parts to

13 and from experts, and normal paralegal chores associated with drafting, proofing,

14 and filing all court documents, to name just some of his responsibilities in this case.

15 Fax Decl. ¶ 22. Significantly, each of the key attorneys who litigated this case from

16 the outset is still litigating it now. There has been no turnover of the core team.

17 Courts recognize that complex litigation often requires a team structure and

18 therefore do not penalize a collaborative effort. See Horsford v. Board of Trustees,

19 132 Cal. App. 4th 359, 397 (2005) (finding time reasonable where multiple

20 attorneys represented plaintiffs to prepare notes, attend conferences to discuss

21 strategies, and assign tasks, as part of a “supervision structure within the plaintiffs’

22 litigation team”); Building a Better Redondo, Inc. v. City of Redondo Beach, 203

23 Cal. App. 4th 852, 872 n. 14 (2012) (compensating counsel for inter-office

24 communications as “some conferences between counsel might be expected,

25 particularly in a case of some complexity”).

26 Not only were the hours spent by Class Counsel reasonable in light of the 27 needs of the case and the vigorous defense, but their work served the public good 28 by securing significant relief that promotes public safety and reduces the risk of 24 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 additional Overheating Events and fires. See, infra, Section III(A)(2)(a). Class

2 Counsel respectfully request that the Court find that the hours submitted by Class

3 Counsel are reasonable and were necessarily spent in connection with the

4 prosecution of this action and in securing the favorable result.

5 2. The Requested Multiplier Is Appropriate.

6 In the Ninth Circuit, multipliers “ranging from one to four are frequently

7 awarded in common fund cases when the lodestar method is applied.” Vizcaino v.

8 Microsoft Corp., 290 F.3d 1043, 1051 n. 6 (9th Cir. 2002) (approving multiplier of

9 3.65 and citing cases approving multipliers averaging 3.32 and going as high as

10 19.6). See also Parkinson v. Hyundai Motor Am., 796 F. Supp. 2d 1160, 1170 (C.D.

11 Cal. 2010) (“Where appropriate, multipliers may range from 1.2 to 4 or even

12 higher.”) (citations omitted); Van Vranken v. Atl. Richfield Co., 901 F. Supp. 294,

13 298 (N.D. Cal. 1995) (multiplier of 3.6 was “well within the acceptable range for

14 fee awards in complicated class action litigation” and stating that “[m]ultipliers in

15 the 3-4 range are common”);

16 Moreover, as reiterated in Moore v. Verizon Communs. Inc., 2014 U.S. Dist.

17 LEXIS 19145, at *21-22 (N.D. Cal. Feb. 13, 2014):

18 “A district court generally has discretion to apply a multiplier to the attorney’s fees calculation to compensate 19 for the risk of nonpayment. It is an abuse of discretion to

20 fail to apply a risk multiplier, however, when (1) attorneys take a case with the expectation that they will 21 receive a risk enhancement if they prevail, (2) their hourly

22 rate does not reflect that risk, and (3) there is evidence that the case was risky.” Fischel v. Equitable Life Assur. 23 Society of U.S., 307 F.3d 997, 1008 (9th Cir. 2002)

24 (citation omitted); see In re Wash. Pub. Power Supply Sys. Sec. Litig., 19 F.3d 1291, 1300-1301 (9th Cir. 1994) 25 (noting that “courts have routinely enhanced the lodestar 26 to reflect the risk of non-payment in common fund cases” and finding district court’s failure to apply multiplier to 27 lodestar calculation was abuse of discretion where case 28 25 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 was “fraught with risk and recovery was far from certain”). 2

3 As aptly summarized by Professor Green and reflected at page 14 of the PAO:

4 “Class Counsel are among the most capable and experienced lawyers in the country

5 …[and] took on an extremely risky and complicated case, invested a lot of time and

6 resources, and achieved a good result for the class.” 2014 U.S. Dist. LEXIS 19145,

7 at *23-24 (emphasis in original).

8 After reimbursement of their reasonable out-of-pocket expenses, Class

9 Counsel are seeking $15 million in attorneys’ fees, against a lodestar of about $8.95 12 10 million, which represents a modest 1.68 multiplier. In Moore, which involved a

11 contested fee proceeding like the one here, the court held “that a multiplier of at

12 least 1.5 is warranted given the results achieved” and approved a 1.58 multiple. 13 13 Id. See also Vizcaino v. Microsoft, 142 F. Supp. 2d 1299, 1305 (W.D. Wash.

14 2001) (“a multiplier of at least 3 or 4 is wholly justified”), aff’d, 290 F.3d 1043 (9th

15 Cir. 2002); Van Vranken v. Atlantic Richfield Co., 901 F. Supp. 294, 298 (N.D. Cal.

16 1995) (“Multipliers in the 3-4 range are common in lodestar awards for lengthy and

17 complex class action litigation”); Sternwest Corp. v. Ash, 183 Cal App. 3d 74, 76

18 (1986) (remanding for a lodestar enhancement of “2, 3, 4 or otherwise.”); Craft v.

19 County of San Bernardino, 624 F. Supp. 2d 1113, 1123 (C.D. Cal. 2008) (awarding

20 5.2 multiplier; citing cases approving multipliers ranging from 4.7 to 19.6).

21 Pursuant to the Kerr “enhancement” factors, as discussed more fully below,

22 Plaintiffs and their counsel submit that a multiplier of 1.68 is appropriate in this

23 case, especially given the high risk involved.

24 12 Thus, the fees and expenses requested are about 19% less than the possible 25 maximum of $19 million set forth in the notice to class members.

26 13 In Moore the court utilized the lodestar approach at defendant’s request over 27 class counsel’ objection that the percentage method should be used. 2013 U.S. Dist. LEXIS 170027, at *9-19 (N.D. Cal. Nov. 27, 2013), adopted by 2014 U.S. Dist. 28 LEXIS 19145, at *21-22 (N.D. Cal. Feb. 13, 2014). 26 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 a. Class Counsel Achieved 2 a Favorable Class-Wide Result. 3 California courts recognize that the results obtained by counsel are an 4 important factor in determining a reasonable fee under the lodestar approach. See, 5 e.g., Thayer v. Wells Fargo Bank, N.A., 92 Cal. App. 4th 819, 838 (2001); accord, 6 Kerr, 526 F.2d at 70. In addition to monetary benefits, when awarding attorneys’ 7 fees, “[a] court should take into account any non-monetary benefits obtained for 8 class, such as injunctive or declaratory relief.” 5-23 MOORE’S FEDERAL PRACTICE – 9 CIVIL § 23.124(b)(i). “[I]t is important to recognize that in some class actions the 10 monetary relief obtained is not the sole determinant of an appropriate attorney fees 11 award.” Advisory Committee Notes to Fed. R. Civ. P. 23(h) (2003 Amendments) 12 (citation omitted). “Incidental or nonmonetary benefits conferred by the litigation 13 are a relevant circumstance” in determining fee awards. Vizcaino, 290 F.3d at 1049; 14 Staton, 327 F.3d at 974; see also Steiner v. Williams, 2001 WL 604035, at *4 15 (S.D.N.Y. May 31, 2001) (“[C]ounsel may recover a fee if the settlement conferred 16 a substantial non-monetary benefit”). 17 As set forth above, the settlement benefits are far reaching and 18 comprehensive. Significantly in that regard, the Settlement relief is not only 19 provided to the Whirlpool and Sears consumers in the eleven states classes 20 represented by the Plaintiffs and alleged in the Fourth Amended Complaint, but to 21 all Dishwasher Owners throughout the United States. Dishwasher Owners who had 22 a prior overheating event within 12 years of purchase are entitled to 100% 23 reimbursement of the costs of repair, or $300 if they bought a replacement 24 Whirlpool-manufactured dishwasher and $200 if they purchased any other brand. 25 Thus, these owners will receive compensatory relief that equals or approximates the 26 full amount of compensatory damages suffered. Dishwasher owners who still own 27 their dishwashers receive benefits akin to an insurance policy or extended warranty. 28 27 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 If they have an Overheating Event anytime up to February 25, 2018, or through the

2 year 2021 for several million dishwashers, they may choose either a $100 cash

3 payment or a 30% rebate on a new Whirlpool-manufactured dishwasher.

4 Further, the settlement serves to reduce the threat to consumers from an

5 alleged dangerous defect. Class members, who are defined as those persons who

6 own or owned Rush and Rushmore model dishwashers (which discovery showed

7 were the most prone to overheating), are eligible for a rebate of 10% toward the

8 purchase of a new Whirlpool or Kenmore dishwasher, or 15% toward the purchase

9 of a new KitchenAid dishwasher, in addition to any other retailor or corporate

10 promotions that may be in effect. This relief not only serves as compensation for

11 Class members who owned these dishwashers, but also incentivizes Class members

12 who are still using one of the Class dishwashers to replace them. Given that the

13 youngest of these Class dishwashers is at least 10 years old (and the oldest are now

14 16 years old), a 10% or 15% rebate on the price of a new dishwasher is significant.

15 The average MSRP of current Whirlpool dishwashers is around $629, and the

16 average MSRP of current KitchenAid dishwashers is $1,234, meaning the average

17 rebates could range from $63 to $185, or more. Mathews Decl., ¶ 76-77.

18 Further, discovery showed that Class members who had a repair performed to

19 the Thermal Cut Off (“TCO”) in their Class dishwasher faced a somewhat

20 heightened safety risk, as service personnel sometimes bypassed these safety

21 devices. For Class Members who had their TCO serviced or replaced, the

22 settlement provides an enhanced rebate of 15% for Whirlpool and Kenmore

23 branded dishwashers, and 20% for KitchenAid branded dishwashers. These Class

24 members could receive average rebates ranging from $95 to $246, or more, and are

25 further incentivized to replace their dishwashers (all of which are at least 10 years

26 old) to avoid potential safety risks. 27 As a further part of the settlement, Whirlpool paid for a robust notice 28 program. The various forms of notice are designed to penetrate the market and 28 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 assure that most consumers who have purchased subject machines and incurred

2 damages, those with subject machines who incur damages in the future, and those

3 with subject machines who want to avoid the risk of experiencing a combusting

4 dishwasher are alerted to the availability of relief. See Dkt. No. 192-41 (Declaration

5 Gina Intrepido-Dowden on behalf of the Settlement Administrator KCC).

6 This settlement thus accomplishes Plaintiffs’ goal at the outset, and

7 represents a result that is likely better than the best result that could have been

8 obtained had Plaintiffs largely succeeded in continued litigation of the claims

9 alleged in their complaint. All consumers throughout the country whose machines

10 have combusted are entitled to full compensation for their costs. All consumers

11 throughout the country whose machines combust in the future are being given –

12 today – a ten or twelve year extended warranty for Overheating Events that will

13 fully cover any costs of repair, including parts and labor, should their machines

14 combust. Alternatively, should they prefer to have a new machine, they will receive

15 a generous discount to purchase one. And class members whose machines are

16 working properly today, but who do not want to risk combustion in the future, will

17 also receive a generous discount on a new purchase. These discounts are not

18 illusory; they can be applied to the best price they can otherwise negotiate and are

19 in addition to any other promotions offered by Whirlpool, Sears, or retailers. See,

20 e.g., Settlement Agreement, § II(A)(1). Thus, no one in the United States need be

21 exposed to risk of property damage or personal injury caused by a combusting

22 Whirlpool dishwasher, and all who have had or will have a combusting dishwasher

23 are eligible for payment for all repair costs.

24 This remarkable remedy – all of which is afforded to more than 6 million

25 affected Class members throughout the United States, and much of which is

26 afforded to all 24 million affected Dishwasher Owners – reaches far beyond the 27 contours of the relief that the 18 named Plaintiffs could have achieved absent 28 settlement, even assuming that the Court certified the 11 states classes sought in the 29 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 suit. The achievement here, which serves a large number of consumers as well as

2 the public at large by calling attention to a dangerous defect, supports the requested

3 fee. See Serrano v. Unruh, 32 Cal. 3d 621, 629 (1982) (holding that attorneys’ fees

4 are recoverable under the “substantial benefit doctrine” where non-pecuniary

5 benefits have been conferred on an ascertainable class); Poertner v. Gillette Co.,

6 618 Fed. Appx. 624, 629 (11th Cir. 2015) (affirming the lower court’s finding that

7 “the settlement’s nonmonetary relief provided the class with ‘substantial equitable

8 benefit,’” id. at 626); id. at 630 (affirming award of class counsel’s fees, where

9 class member objected that “class counsel’s slice of the settlement pie is too large,”

10 the court found the objection to be based on a “flawed valuation of the settlement

11 pie” because it was based only on the actual payments to the class and “exclude[ed]

12 the substantial nonmonetary benefit”); Vizcaino, 290 F.3d at 1049 (affirming an

13 enhanced fee where “counsel’s performance generated benefits beyond the cash

14 settlement fund.”); In re Cenco Inc. Sec. Litig., 519 F. Supp. 322, 327 (N.D. Ill.

15 1981) (approving a large multiplier on public policy grounds; “[t]he public has also

16 benefitted from this litigation for it helps insure that state and federal regulations 14 17 are enforced and provides incentives for private actions in the future.”). The

18 California Supreme Court has specifically approved the possibility of adding

19 multipliers to fee awards in cases such which involve an important public benefit.

20 Ketchum, 24 Cal. 4th at 1133-34 (noting that “the purpose behind statutory fee

21 authorizations . . . [is to] encourag[e] attorneys to act as private attorneys general

22 and to vindicate important rights affecting the public interest [which] will often be

23 frustrated, sometimes nullified, if awards are diluted or dissipated by lengthy,

24 uncompensated proceedings to fix or defend a rightful fee claim.”).

26 14 See also Linney v. Cellular Alaska P’ship, 1997 WL 450064, at *7 (N.D. Cal. 27 July 18, 1997) (awarding enhanced fee where settlement provided non-monetary relief); Pinto v. Princess Cruise Lines, Ltd., 513 F. Supp. 2d 1334, 1343 (S.D. Fla. 28 2007) (awarding enhanced fee where important non-monetary relief was obtained). 30 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Moreover, the Settlement affords immediate relief to the affected consumers

2 without the delay associated with protracted litigation, trial, and a likely appeal. The

3 monetary and non-monetary relief secured supports an enhancement to Plaintiffs’

4 counsel’s lodestar. Simply put, when Class Counsel secure a money recovery that

5 approximates a full amount of compensatory damages after extensive litigation or

6 risky claims, they should be rewarded for that successful result with a reasonable

7 multiplier. That is even true for cases like Reed v. 1-800 Contacts, where the court

8 awarded a 2.9 multiplier even though the “issues were not particularly novel or

9 complex” and the “defenses are largely unsubstantiated at this point and do not

10 appear likely to succeed in light of the well-established body of law regarding the

11 Privacy Act” and the case settled in less than one year of filing without contested

12 motion practice). 2014 U.S. Dist. LEXIS 255, at *1-2, 14, 27. In contrast, Class

13 Counsel here were forced to engage in extensive litigation over several years and

14 faced for more risks. At a minimum, the requested 1.68 multiplier, which is only

15 58% of the 2.9 multiplier awarded in 1-800 Contacts, is warranted.

16 b. This Case Involved Numerous Complex and Novel Issues that Created a Significant Risk of Failure. 17

18 The novelty and complexity of the issues are also relevant in determining an

19 appropriate fee under the lodestar-multiplier approach. See Ketchum, 24 Cal. 4th at

20 1132; Serrano, 20 Cal. 3d at 49; Hanlon, 150 F.3d at 1029. While most class

21 actions are complex and involve some risk, Class Counsel had to overcome major

22 obstacles in prosecuting this case, as discussed above (see, supra, Section

23 III(A)(1)(b)), including establishing the precise defect at issue, defeating

24 Whirlpool’s various defenses (including the fact that the CPSC conducted an

25 investigation but took no action against Whirlpool), obtaining certification of 11

26 state classes, demonstrating that Plaintiffs’ claims were not barred by matters such 27 as the economic loss doctrine, and monetizing any class-wide liability verdicts 28 through subsequent litigated damages proceedings on a class or non-class basis. A 31 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 trial would have added years to the resolution of this case because of the difficult

2 legal and factual issues raised and the likelihood of appeals. See Roberts, supra, at

3 *24-25 (acknowledging “the complexity of the case” and “novelty of issues

4 presented (including the sophisticated engineering concepts involved in this case)”.

5 c. Class Counsel Assumed Significant Risk in Prosecuting this Action on a Pure Contingency Basis. 6 As noted above, contingency risk is one of the primary fee enhancement 7 factors, Ketchum, 24 Cal. 4th at 1132. Here, Class Counsel had it in spades. See 8 Chemical Bank v. City of Seattle (In re Washington Pub. Power Supply Sys. Sec. 9 Litig.), 19 F.3d 1291, 1299-1300 (9th Cir. 1994) (“Contingent fees that may far 10 exceed the market value of the services if rendered on a non-contingent basis are 11 accepted in the legal profession as a legitimate way of assuring competent 12 representation for plaintiffs who could not afford to pay on an hourly basis 13 regardless whether they win or lose.”); Ketchum, 24 Cal. 4th at 1138; Serrano III, 14 20 Cal. 3d at 48; Kerr, 526 F.2d at 70. This was a very difficult case to prove, and 15 Defendants adamantly denied (and continue to deny) the existence of any defect, 16 much less a legal right to class certification or any recovery. The path to 17 establishing liability was particularly challenging given the highly technical nature 18 of the defect at issue. Yet, not only did Class Counsel invest millions of dollars in 19 lodestar in a high-risk case that could have utterly failed, they also invested over 20 $500,000 in out-of-pocket expenses, including over $278,000.00 in expert fees. 21 The fact that the CPSC was concurrently investigating the same defect also 22 created unique risks. If the CPSC had required a recall or other relief, the entire 23 case could have been mooted. If the CPSC required nothing (which is what 24 happened), Whirlpool could have used that as a basis to assert that no significant 25 safety defect existed. The fact that Plaintiffs secured a very substantial settlement 26 27 after the CPSC concluded its investigation and required nothing is a testament to 28 the doggedness and skill of counsel. 32 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Class Counsel prosecuted this case on a pure contingent-fee basis, advancing

2 all expenses on the understanding that they would receive a fee only if the case was

3 successful. Class Counsel’s outlay of time and money in this case has been

4 significant. In all, Class Counsel and their staffs have spent approximately almost

5 24,000 hours investigating, analyzing, researching, litigating, and negotiating a

6 favorable resolution of this case, and as discussed below, have incurred over $-

7 500,000 in necessary litigation expenses. Class Counsel expended these resources

8 despite the genuine risk that they would never be compensated at all.

9 Moreover, the suit was highly risky because, unlike most class actions, here

10 only one case was filed by a small, cohesive team of counsel, and Class Counsel

11 faced Defendants with ample resources to vigorously fight the litigation.

12 Presumably, if this case were viewed as a “slam dunk,” other members of the class

13 action bar would have piled on and filed numerous copycat cases, as often occurs in

14 widely-publicized consumer cases. The absence of such copycat cases supports an

15 enhancement to lodestar. See Kerr factor 10 (the “undesirability” of the case).

16 Furthermore, counsel faced risks proving the factual basis for the claims, in getting

17 a class certified, and in proving damages. Whirlpool vigorously contested the

18 factual basis of Plaintiffs’ claims based on its extensive experience and knowledge

19 of its machines, and challenged the legal bases as reflected in its pending motion to

20 dismiss. While Class Counsel disagree with Whirlpool’s view, there was a 15 21 significant risk that a trier of fact or the Court would affirm Whirlpool’s position

15 23 Any argument that the multiple should be limited because the Court did not decide many contested motions should be rejected. “[T]he early stage at which [the 24 work of counsel] produced benefits” is a measure of success, and should be rewarded, not penalized.” Chavez v. Netflix, Inc., 162 Cal. App. 4th 43, 61 (2008). 25 Moreover, the promptness of settlement cannot be used to justify the refusal to apply a multiplier to reflect the size of the class recovery without exacerbating the 26 disincentive to settle promptly inherent in the lodestar methodology.” Lealao v. 27 Beneficial California, Inc., 82 Cal. App. 4th 19, 52 (2000). Accord Reed v. 1-800 Contacts, 2014 U.S. Dist. LEXIS 255, at *1-2, 14, 27 (awarding 2.9 multiplier 28 though case settled in less than one year without contested motion practice). 33 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 The requested fee is also supported by the fact that, as reflected in their

2 declarations, Class Counsel had to forego other work in order to devote the

3 necessary amount of time, resources, and energy to handle this demanding matter.

4 Serrano, 20 Cal. 3d at 49; Ketchum, 24 Cal. 4th at 1132; Kerr, 526 F.2d at 70.

5 d. Class Counsel’s Skill in Litigating and Settling these 6 Claims Further Supports the Requested Fee Award.

7 In setting fee awards, courts also consider counsel’s experience and skill.

8 Serrano, 20 Cal. 3d at 49; Hanlon, 150 F.3d at 1029. Here, the reputation,

9 experience, and ability of Class Counsel were essential to the litigation’s success.

10 Their record in similar class actions and complex litigation, and their commitment

11 of resources to this action, made credible their commitment to pursue this case until

12 they achieved a fair result. Their skill in investigating the claims, litigating the

13 various motions, and negotiating a favorable resolution was essential to achieving

14 the benefits under the Settlement. Counsel did not give up or slow down after the

15 2014 mediation proved unsuccessful; to the contrary, they redoubled their efforts.

16 Moreover, the comprehensive and detailed provisions of the settlement agreement,

17 and the favorable relief provided pursuant to a state-of-the-art notice and claims

18 process, demonstrate the skill applied by counsel.

19 B. A Percentage Cross-Check, While not Necessary, Supports the Propriety of the Requested Fee. 20

21 As discussed above, because the benefits of this Settlement do not take the

22 form of a common fund, and many of the benefits cannot be quantified with

23 precision, it would be inappropriate for the Court to attempt to award fees based on

24 the percentage-of-the recovery method. While the reasonableness of the requested

25 fee may be confirmed by a cross-check based on a percentage of the estimated

26 value of the settlement relief obtained, including both the monetary and non- 27 monetary relief, Hanlon, 150 F.3d at 1029 (affirming fee award based on lodestar 28 where the district court also performed a cross-check using estimated value of the 34 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 injunctive relief), “where, as here, classwide benefits are not easily monetized, a

2 cross-check is entirely discretionary,” Yamada, 2016 U.S. App. LEXIS 7122, at

3 *24; see also id. (quoting In re Consumer Privacy Cases, 175 Cal. App. 4th at 557)

4 (“‘While the court has discretion to [conduct a cross-check] where appropriate, it is

5 not required [to do so].’”) Here, Class Counsel estimate that the gross value of the

6 settlement ranges from approximately $55.7 million to $116.7 million.

7 In determining a reasonable fee in ordinary common fund cases, Ninth

8 Circuit courts often apply a “benchmark” percentage of 25 percent of the total fund

9 as the starting point for the analysis, adjusting that amount as appropriate based on

10 many of the same “enhancement” factors considered in the lodestar-plus-multiplier

11 analysis. See Vizcaino, 290 F.3d at 1047-50. However, the Ninth Circuit “has not

12 set a mandatory not-to-exceed percentage when using the percentage of recovery

13 method as a cross check.” Tait, 2015 U.S. Dist. LEXIS 98546, at *44.

14 The Ninth Circuit has held that the total potential class recovery, not the

15 value of claims made by class members, should be used as the basis for performing 16 16 the percentage-of-the-fund analysis. See Williams v. MGM-Pathe Communs. Co.,

17 129 F.3d 1026, 1026–27 (9th Cir. 1997) (holding that it was an abuse of discretion

18 for a district court to award fees based on the value of claims made under a 17 19 settlement). The Williams court based its decision on Boeing v. Van Gemert,

20 16 While Tait held that actual payment should be considered, it noted that 21 “comparing the requested fee to the actual payout does not necessarily lead to the conclusion that the requested fee is unreasonable.” 2015 U.S. Dist. LEXIS 98546, 22 at *45-46. 23 17 See also Lee v. Enter. Leasing Company-West, 2015 U.S. Dist. LEXIS 64027, at

24 *28 (D. Nev. May 15, 2015) (in rejecting the “amount actually recovered by the class” approach used by the Seventh Circuit in Redman v. Radioshack Corp., 768 25 F.3d 622, 630 (7th Cir. 2014), the court noted that “the weight of precedent in . . .

26 the Ninth Circuit favors considering the total amount available to the class, and the Ninth Circuit held recently that ‘the choice of whether to base an attorneys’ fee 27 award on either net or gross recovery should not make a difference so long as the 28 end result is reasonable.’” (quoting In re Online DVD-Rental Antitrust Litig., 779 35 (Footnote continues on next page.) MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 444 U.S. 472, 479–81 (1980), in which the Supreme Court calculated attorneys’

2 fees as a percentage of the total amount of a reversionary common fund, i.e., the

3 maximum possible benefit made available to the class. The Court recognized that

4 class members’ “right to share the harvest of the lawsuit upon proof of their

5 identity, whether or not they exercise it, is a benefit in the fund created by the

6 efforts of the class representatives and their counsel.” Id. at 480. Ninth Circuit

7 courts have applied Williams in a variety of contexts, including claims-made

8 settlements without a minimum or maximum recovery. See, e.g., Browning v.

9 Yahoo! Inc., 2007 U.S. Dist. LEXIS 86266, at *39–42 (N.D. Cal. Nov. 16, 2007).

10 The deadline to submit reimbursement claims for past Overheating Events is

11 not until June 27, 2016. The deadline to submit claims for rebates is the same, and

12 the deadline to make a qualifying purchase and submit the receipt will not occur

13 until eight months after the Effective Date. The deadlines to submit claims for

14 future Overheating Events does not occur until February 28, 2018 at the earliest,

15 and not until the years 2019-2021 for millions of dishwashers. There is also no cap

16 on Defendants’ liability here. Thus, it will not be possible to determine with

17 precision the amount of cash benefits that will be paid out under the settlement until

18 after the year 2021. Nevertheless, based on currently available information, the

19 value of the settlement more than adequately supports the fee requested. As noted

20 above, approximately 24 million dishwashers are covered by the Settlement.

21 A total of 2,591 Class members and non-Class dishwasher owners have been

22 Prequalified to receive cash payments. Mathews Decl. ¶ 73. The average

23 Prequalified amount is $161.57. Id. Thus, the total Prequalified amount under the

24 settlement is $418,627. These Prequalified claimants need only check a few boxes

25 to verify their information to receive this amount.

26 While the claims deadline is still two months off, as of April 27, 2016, the 27 28 F.3d 934, 953 (9th Cir. 2015))). 36 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 claims administrator had received 119,277 non-Prequalified claims. Mathews Decl.

2 ¶ 74. Of these, at least 19,611 are claims for reimbursement of expenses incurred to

3 repair or replace a dishwasher that experienced an overheating event, and more 18 4 likely there are around 20,500 such reimbursement claims. Id. The average out-of-

5 pocket damages claimed by these claimants is $524.64 (although for purchases of

6 replacement dishwashers the reimbursement amount is capped at $300 for

7 Whirlpool-manufactured replacements and $200 for non-Whirlpool replacements).

8 Id. While the settlement administrator has not yet processed these reimbursement

9 claims, even assuming the average for these 20,500 reimbursement claims is just 19 10 $225, the total value of these claims is around $4.6 million. If the average

11 reimbursement amount is $300, the total payout could exceed $6 million.

12 To date, there have also been at least 105,294 Dishwasher Owners, and more

13 likely around 110,000, who submitted claims registering to participate in the rebate 20 14 program. Mathews Decl. ¶ 74. Upon the Effective Date, each of those registrants

15 will be mailed rebate forms and will have at least eight months to make a purchase 21 16 and submit receipts. The maximum potential value of these rebate claims exceeds

17 18 The breakdown of reimbursement and rebate claims submitted via postal mail is 18 not yet known. Of the 114,159 claims submitted online, however, 20,049 included

19 claims for reimbursement. Assuming the same ratio applies to the 5,556 mailed claims, we expect roughly 16.5%, or 916 to include a reimbursement claim. 20 Mathews Decl. ¶ 74. 19 21 In order to receive reimbursement, there must be sufficient evidence of a qualifying overheating event and qualifying repair or replacement to support the 22 claim. To date, at least a third of all reimbursement claimants have submitted

23 documentary evidence with their claim. For those who have not yet submitted documentary evidence, the settlement requires the Settlement Administrator to 24 search Whirlpool, Sears, and CPSC data for such evidence. If that effort fails,

25 those claimants will have another opportunity to locate and submit such evidence. 20 Again, assuming the 5,556 mailed claims include the same ratio of 26 reimbursement and rebate claims as those submitted online. 27 21 The parties have also agreed that, assuming final approval is granted, purchases 28 made prior to the Effective Date (but after submission of a claim) will qualify for 37 (Footnote continues on next page.) MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 $33 million based on the fact that every rebate claimant is entitled to at least 15% 22 2 off the price of the top-of-the-line KitchenAid dishwasher. Mathews Decl., ¶ 78.

3 Even assuming, however, an average dishwasher price of just $629 (which is the

4 current average MSRP for Whirlpool-branded dishwashers), and a blended discount

5 rate of just 11% (barely above the 10% minimum), the value of the rebate claims 23 6 received to date is approximately $7.6 million. Id. While it is impossible at this

7 time to know how many of the 110,000 rebate claimants will purchase a new

8 dishwasher and receive a rebate check, Class Counsel expect it will be significant

9 since each of these claimants took the affirmative step of requesting a rebate form

10 and will have until at least eight months after the settlement receives final approval

11 to complete the rebate process. Moreover, by virtue of having submitted a claim,

12 each claimant will be entitled to the benefit regardless of whether they exercise it.

13 The value of coverage for future overheating events is also significant. As

14 noted above, up to 24 million dishwashers are covered for future control board

15 Overheating Events through at least February 2018, and several million of those

16 dishwashers are covered through as late as the year 2021. In the event of a future

17 control board Overheating Event, these owners are entitled to receive $100 cash or

18 30% off the price of any new Whirlpool or KitchenAid dishwasher, at their option.

19 Since the average current MSRP of a Whirlpool dishwasher is $629, and the

20 average current MSRP of a KitchenAid dishwasher is $1234, the value of the 30%

21 rebate could easily be $189 to $370. In addition to the direct mail, email, and

23 rebates, so claimants need not wait until the Effective Date to purchase a replacement dishwasher to the extent they have safety concerns. 24 22 KitchenAid dishwashers range from $749 to $2049, with an average MSRP of 25 $1234.29. Mathews Decl., ¶ 77. The $33 million estimate assumes all claimants receive the 15% rebate on the top-of the-line KitchenAid, and ignores that some 26 claimants are actually eligible for a 20% rebate. 27 23 The MSRP of current model Whirlpool dishwashers ranges from $379 to $849, 28 with an average of $629. Mathews Decl., ¶ 76. 38 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 publication notices already sent, notice of this program will be placed on parts

2 packaging and information will also be available through Whirlpool.

3 Plaintiffs’ economic expert, Peter Salomon, conservatively estimates that

4 there are at least 8.4 million dishwashers (and likely many more) still in service that

5 benefit from this future coverage under the settlement. Salomon Decl., Exhibit 8

6 hereto, at ¶ 13. All of these dishwasher owners receive a current benefit in the form

7 of a type of insurance policy on their dishwasher.

8 The value of this settlement component is what a consumer would pay to

9 acquire this type of coverage in the open market. See In re Volkswagen & Audi

10 Warranty Extension Litig., 89 F. Supp. 3d 155, 169, 2015 U.S. Dist. LEXIS 16646,

11 *35 (D. Mass. 2015) (“from a consumer's perspective, a warranty against repair has

12 value even when no repairs are claimed during the period of coverage. The fact of

13 coverage is its own benefit; for a price, a consumer can purchase certainty as to

14 what repairs will cost if they are needed.”) Defendants may argue that the value of

15 the warranties should be based on the anticipated cost rather than the imputed retail

16 cost to consumers, but that approach was rejected in In re Toyota Motor Corp.

17 Unintended Acceleration Mktg., Sales Practices, & Prods. Liab. Litig., 2013 U.S.

18 Dist. LEXIS 123298 (C.D. Cal. July 24, 2013). The court found an analysis valuing

19 such extended warranty “in excess of $457 million” to be “both reliable and

20 relevant,” id. at *234, n.10, where it was “based on the market price of similar

21 extended service contracts offered in the industry.” Id. at *298-99, n.7.

22 Likewise, in In re Sony Corp. SXRD Rear Projection TV Mktg., Sales

23 Practices & Prods. Liab. Litig., 2010 U.S. Dist. LEXIS 87643, at *27 (S.D.N.Y.

24 Aug. 24, 2010), defendant Sony Corporation used the following method to calculate

25 the market value of an extended warranty for defective optical blocks:

26 taking the two year warranty extension price to the customer to arrive at a monthly cost for a warranty on all 27 repairs, and reducing that cost by 60% to calculate the 28 cost of the optical block monthly extension and then 39 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 multiplying that by the remaining months of warranty provided to the class by the Cardenas negotiations. (Id.) 2 By this method, they determined that the total cost of the 3 warranty extensions, if they had been purchased via extended service contract, would be $15,905,818.80. 4 (Id.) 5

6 Likewise, the court in O’Keefe v. Mercedes-Benz USA, LLC, 214 F.R.D. 266,

7 304-305 (E.D. PA. 2003), noted that the settlement value should “be based on the

8 benefit to the class and not the cost to the defendant” and held that defendant

9 MBUSA’s analysis which valued “the common fund by MBUSA’s costs and not by

10 the benefit to the class” was “unrelated to the settlement’s valuation.”

11 Although this element of the settlement is not an extended warranty, as it

12 does not afford free repairs, it is like an extended warranty (or insurance policy) in

13 that it entitles every current owner to future benefits if an Overheating Event

14 occurs. Square Trade, a leading seller of extended warranties on household

15 appliances, sells 3-year extended warranties on dishwashers for $27.99-$189.99,

16 depending on the purchase price of the dishwasher, with a cost of $69.99 for a three

17 year warranty for dishwashers in the $500-700 range.24 Salomon Decl. at ¶ 17. The

18 settlement benefit here is limited to one form of defect, Overheating Events, but it

19 also provides far more than three years of coverage, since every dishwasher is

20 covered for at least ten years from the date of purchase, and many are covered

21 longer, since coverage extends until at least February 2018 for all dishwashers. Mr.

22 Salomon conservatively estimates the cost of such coverage would be at least $6

23 per dishwasher, based on comparison to available extended warranty costs and

24 information about the prevalence of Overheating Events. Salomon Decl., ¶ 24.

26 24 Square Trade offers extended warranty coverage solely on new appliances bought 27 within 30 days, when the risk of failure is much lower than the dishwashers here, 28 which are already at least five years old. 40 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Thus, the current value to the estimated 8.3 million Dishwasher Owners whose

2 dishwashers are still in service is approximately $50 million.

3 These estimates are further supported by the likelihood of future Overheating

4 Events. While the available data reflecting the total incidence rate is not complete,

5 at a minimum it shows that control board Overheating Events are common. To date,

6 approximately 21,000 claimants (including Prequalified claimants who submitted

7 claims) have submitted claims swearing that they experienced an Overheating

8 Event, and this data point understates the actual number of such incidents by a large 25 9 factor, as claims rates of around 5% are not uncommon in class action settlements.

10 If we assume that these 21,000 claims represent just 5% of the total past incidents

11 that occurred, the number of overheating incidents to date would be about 420,000

12 over about 15 years, or about 28,000 per year. Salomon Decl., at ¶ 20.

13 This estimate is roughly consistent with Whirlpool’s internal data.

14 Whirlpool’s internal data, as reflected in a letter submitted to the CPSC, reflect that

15 between 2002 and 2011 approximately 498,000 replacement boards were sold to

16 consumers and/or distributors for out-of-warranty repairs, and approximately

17 297,000 control boards were replaced under the typical one year warranty, for a

18 total of about 795,000 control boards replaced over a roughly nine year period, or

19 about 88,000 per year. Salomon Decl., ¶ 21. Of the total, Whirlpool’s data reflects

20 that approximately 65 of the replaced boards had no apparent issue, and an

21 25 See e.g., In re Toys "R" Us-Del., Inc. Fair & Accurate Credit Transactions Act 22 (FACTA) Litig., 295 F.R.D. 438, 468 (C.D. Cal. 2014) (“a three percent claims

23 filing rate appears to be appropriate”); Gascho v. Global Fitness Holdings, LLC, 2014 U.S. Dist. LEXIS 46846, *88, 2014 WL 1350509 (S.D. Ohio Apr. 4, 2014) 24 (“the 8.2 percent claim rate in this case is well within the acceptable range of

25 responses in a consumer class action”); Mount v. Wells Fargo Bank, N.A., 2016 Cal. App. Unpub. LEXIS 969, *25 (Cal. App. 2d Dist. Feb. 10, 2016) (claims rate 26 of approximately 4.23 percent). 27 28 41 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 estimated 35% involved control board malfunction issues. Id. Thus, Whirlpool

2 estimated approximately 29,850 replacements per year occurred as a result of

3 control board malfunction issues. While the number of those replacements that

4 were specifically due to Overheating Events is unknown, and, in fact, many

5 consumers who experienced Overheating Events replace their dishwasher rather

6 than repair it and therefore would not be included in the control replacement

7 statistics, this number corresponds closely to the estimated 28,000 Overheating

8 Events per year based on settlement claims statistics discussed above.

9 Because the settlement covers Overheating Events for another 5 years,

10 28,000 Overheating Events per year would result in 140,000 covered Overheating

11 Events between now and the end of the coverage period in 2021. The minimum

12 amount due for such event is $100, and more often will be closer to $200, since

13 30% off the average MSRP of a Whirlpool dishwasher is $189 and 30% off the

14 average MSRP of a KitchenAid dishwasher is $370. Thus, while the relevant value

15 here is the current value to the consumers of the coverage afforded, and not the cost 26 16 of the program to Whirlpool, even the amount paid by Whirlpool could exceed

17 $26 million (i.e., $189 times 140,000). In sum, the value is substantial under any

18 analysis given the number of covered dishwashers and length of coverage time.

19 It is also appropriate to include the costs of notice in the valuation. See In re

20 Online DVD-Rental Antitrust Litig., 779 F.3d 934, 953 (9th Cir. 2015); Staton v.

21 Boeing Co., 327 F.3d at 974-975. According to the Settlement Administrator, the

22 cost of notice provided to date is $1,648,340. Mathews Decl., ¶ 75. This amount

23 does not include the cost of the sticker program, or the revisions to training

24 bulletins and service kits, or the costs of settlement administration, all of which

25 26 “[T]he value of the extended warranties is [not] limited to the value of repairs 26 provided gratis during the extended warranty period,” but rather the value to the 27 consumer. In re Volkswagen & Audi Warranty Extension Litig., 89 F. Supp. 3d at 28 168-169. 42 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Defendants are also required to bear pursuant to the settlement. Id.

2 Finally, in arriving at a valuation for cross-check purposes, it is necessary to

3 consider the value of the non-monetary relief provide by the settlement,

4 particularly, the revised safety warnings and training materials for service

5 personnel, and notices advising Dishwasher Owners and service personnel of the

6 risk of Overheating Events and the importance of maintaining a functioning TCO.

7 While placing a hard valuation number on this benefit is difficult, for purposes of a

8 cross-check analysis, at a minimum these safety enhancements should be valued in

9 the millions of dollars. See, e.g., Miller v. Ghirardelli Chocolate Co., 2015 U.S.

10 Dist. LEXIS 20725 (N.D. Cal. Feb. 20, 2015)(awarding attorneys’ fees where the

11 value of injunctive relief removing the phrases “white chocolate” and “all natural”

12 from chocolate labeling was valued at $13.5 million); Beck-Ellman v. Kaz USA,

13 Inc., 2013 U.S. Dist. LEXIS 189308, 16-17 (S.D. Cal. June 11, 2013)(injunctive

14 relief that included placing a warning label on the packaging of a heating pad

15 valued at $10.726 million); see also Roberts, 2014 US Dist. LEXIS 130163 at * 36-

16 38 (“The [safety] cleaning program is neither unreasonably limited or valueless” as

17 asserted by objector to the fee. The “valuation of the benefit provided by the safety

18 cleaning and notice provisions of the Settlement is accepted as reliable by this

19 Court.”)

20 Thus, the estimated gross value of the settlement is as follows: 21 Settlement Component Estimated Low Value Estimated High Value 22 Notice $1,648,340 $1,648,340 23 Prequalified Claims $418,628 $418,628 24 Non-Prequalified $4,600,000 $6,150,000 25 Reimbursement Claims 26 Received To Date 27 Rebate Claims to Date $7,500,000 Up to $33,000,000 28 43 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Future Overheating $26,000,000 $50,000,000 2 Coverage 3 Requested Fees and $15,508,292 $15,508,292 4 Expenses 5 Revisions to Safety Not valued $10,000,000 6 Warnings/Training 7 GROSS VALUE $55,675,260 $116,725,260 8 Of course, these are just estimates, and the full payouts under the settlement 9 will not be known until 2021. Moreover, Class Counsel do not suggest that their fee 10 should be based on these valuations. Rather, what these estimates show is that the 11 requested multiple of 1.68 is easily justifiable even under a percentage of recovery 12 crosscheck. The requested 1.68 multiple would represent just a 13% fee based on 13 the high estimated gross value, and a 27% fee based on the low estimated gross 14 value, either of which is well within the ranges commonly approved by Courts in 15 California. See e.g., Palmer v. Nigaglioni, 508 Fed. Appx. 658, 658 (9th Cir. 2013) 16 (affirming award of 28% of common fund); Linney v. Cellular Alaska Partnership, 17 151 F.3d 1234 (9th Cir. 1998) (affirming award of 33.3% of common fund); In re 18 Pacific Enterprises Sec. Litig., 47 F.3d 373, 379 (9th Cir. 1995) (affirming award of 19 33.3% of common fund); see also In re Rite Aid Corp. Sec. Litig., 146 F. Supp. 2d 20 706, 735 (E.D. Pa. 2001) (noting that in a study of 287 settlements ranging from 21 less than $1 million to $450 million, “[t]he average attorney’s fees percentage is 22 shown as 31.71%, and the median turns out to be one-third”). 23 IV. PLAINTIFFS’ COUNSEL SHOULD BE REIMBURSED FOR THEIR 24 OUT-OF-POCKET EXPENSES, WHICH ARE REASONABLE.

25 Plaintiffs’ counsel are entitled to recover the out-of-pocket costs they

26 reasonably incurred in investigating, prosecuting, and settling this case. See In re 27 Media Vision Tech. Sec. Litig., 913 F. Supp. 1362, 1366 (N.D. Cal. 1996) (citing 28 Mills v. Electric Auto-Lite Co., 396 U.S. 375, 391-92 (1970)); Staton, 327 F.3d at 44 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 974. As with fees, Defendants agreed to directly pay “Class Counsel’s reasonable

2 []costs awarded by the District Court” without any reduction to the relief afforded

3 to the Dishwasher Owners. See Settlement Agreement, § IX (A), pp. 46-47.

4 Plaintiffs’ counsel have incurred $508,292.67 in unreimbursed, out-of-pocket

5 expenses in this action. A summary listing of those expenses is attached as Exhibit

6 1 hereto, and the summary and detailed listing of expenses incurred by each firm is

7 reflected in the counsel declarations attached as exhibits 2-6 hereto. See Fax Decl.,

8 ¶ XXX; Mathews Decl., ¶ 68 & Exhibits 3 & 5 thereto; Pollak Decl. ¶ 17 & Exhibit

9 1 thereto at p. 35; Sugnet Decl. ¶ 35 & Exhibit D thereto; Kitchenoff Decl., ¶ 7 &

10 Exhibit C thereto. These expenses include costs advanced in connection with

11 investigating the claims, engaging a mediator, engaging experts, obtaining

12 deposition and hearing transcripts, travel, legal research, photocopying, telephone

13 service, postage, and other customary litigation expenses. Id. These costs were

14 necessary for the investigation, prosecution, and settlement of this action. They

15 should be reimbursed in full. In addition, Defendants should pay any additional

16 reasonable expenses incurred by Class Counsel with respect to notice, claims

17 administration, Final Approval, and any appeals related to settlement approval,

18 through the Effective Date. Class Counsel will provide information on the

19 continuing expenses in the Reply.

20 In the Whirlpool/Sears FLW CCU Litigation settlement, which had a similar

21 contested fee/expense procedure, after class counsel there filed their fee and

22 expense petition, they provided counsel for Whirlpool with additional

23 details/backup regarding the requested expenses and Whirlpool and class counsel

24 were ultimately able to reach agreement on the amount of expenses. Mathews

25 Decl., ¶ 71. The parties have agreed to follow the same procedure here and hope to

26 reach agreement on expenses. To the extent the parties are unable to reach 27 agreement, they will delineate the areas of disagreement in Defendants’ opposition 28 to this motion and Plaintiffs’ Reply, and45 supply the Court with any backup MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 materials/receipts as appropriate.Id.

2 V. THE REQUESTED SERVICE AWARDS FOR THE NAMED PLAINTIFFS ARE REASONABLE AND SHOULD BE APPROVED. 3

4 A. The Service Awards Are Reasonable And Justified.

5 The Ninth Circuit has recognized that “named plaintiffs, as opposed to

6 designated members who are not named plaintiffs, are eligible for reasonable

7 incentive payments.” Staton, 327 F.3d at 977; Rodriguez v. W. Pub’g Corp., 563

8 F.3d 948, 958 (9th Cir. 2009) (service awards “are fairly typical in class action

9 cases”). Such awards are “intended to compensate class representatives for work

10 done on behalf of the class [and] make up for financial or reputational risk

11 undertaken in bringing the action.” Id. Relevant considerations include: (1) the

12 actions the class representatives took to protect the interests of the class; (2) the

13 degree to which the class benefited from those actions; and (3) the amount of time

14 and effort the class representatives expended in pursuing the litigation. See Cook v.

15 Niedert, 142 F.3d 1004, 1016 (7th Cir. 1998).

16 As part of the Settlement Agreement, Defendants have agreed to pay, subject

17 to court approval, a service award to each Named Plaintiff in the amount of $4,000

18 in recognition of the time and effort they personally invested in this lawsuit. See

19 Settlement Agreement, § IX (D), p. 47. The service awards of $4,000 requested

20 here are justified. As reflected in their detailed declarations submitted in connection

21 with preliminary approval (Dkt. Nos. 192-21 to 192-38), the named Plaintiffs lent

22 their names to this case and thus subjected themselves to public attention. In

23 addition, each of the Plaintiffs responded to written discovery; was deposed by

24 Defendants’ counsel; subjected their dishwashers and parts thereto, if still in their

25 possession, to disassembly and inspection by Defendants; reviewed (suggesting

26 edits as appropriate) and authorized the filing of various iterations of the class 27 action complaints in this action; consulted with Class Counsel on a regular basis; 28 and evaluated and supported the proposed settlement. See Tait, 2015 U.S. Dist. 46 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 LEXIS 98546, at *47 (awarding $5,000 incentive award where defendant agreed to

2 pay it; payment would “not diminish the payment to be made to other class

3 members;” and “named plaintiffs each participated in daylong depositions, made

4 their washers available for inspections, participated in day-long inspections of their

5 homes, and answered discovery”).

6 The $4,000 awards sought will not affect the monetary or non-monetary

7 benefits to any consumers covered by the Settlement Agreement, and are toward the

8 lower end of the spectrum. See, e.g., Hawthorne v. Umpqua Bank, 2015 U.S. Dist.

9 LEXIS 56370, at *25 (N.D. Cal. Apr. 28, 2015) (“Many courts in the Ninth Circuit

10 have also held that a $5,000 incentive award is ‘presumptively reasonable.’” (Citing

11 In re Toys R Us, 295 F.R.D. at 470-72)); In re Mego Fin. Corp. Sec. Litig., 213

12 F.3d 454, 457, 463 (9th Cir. 2000) (service awards of $5,000); Resnick v. Frank,

13 779 F.3d 934, 941 (9th Cir. 2015) (approving incentive awards of $5,000 to class

14 representatives in a consumer case); Hopson v. Hanesbrands, Inc., 2009 U.S. Dist.

15 LEXIS 33900, at *27-28 (N.D. Cal. Apr. 3, 2009) (“In general, courts have found

16 that $5000 incentive payments are reasonable.” (Citing cases)); Hughes v.

17 Microsoft Corp., 2001 WL 34089697, at *12-13 (W.D. Wash. Mar. 26, 2001)

18 (service awards of $7,500 to $40,000); Spicer v. Chi. Bd. Options Exchange, Inc.,

19 844 F. Supp. 1226, 1267-68 (N.D. Ill. 1993) (cases approving awards from $5,000

20 to $100,000); Enterprise Energy Corp. v. Columbia Gas Transmission Corp., 37

21 F.R.D. 240, 250-51 (S.D. Ohio 1991) (approving $50,000 service awards); Cook,

22 142 F.3d at 1016 (awarding $25,000 service award).

23 In light of the Plaintiffs’ willingness to step forward on behalf of consumers

24 on a class-wide basis, the Court should grant the requested service awards, which

25 Defendants have agreed to pay.

26 B. The Payment Of $100,000 For Plaintiff Steve 27 Chambers’ Websites Is Reasonable And Fair. 28 This lawsuit likely would not have happened but for the efforts of Lead 47 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 Plaintiff and consumer advocate Steve Chambers, and particularly the creation of

2 his websites. After experiencing his own dishwasher fire in 2009, and anguishing

3 over Whirlpool’s lack of interest in what he perceived to be a real safety issue, Mr.

4 Chambers created the website, www.KitchenAidFire.com, and later a second site,

5 www.whirlpoolsafetydefect.com. The response was overwhelming. As of June 5,

6 2015, Plaintiff Chambers had collected 1,323 fire incident reports on these websites

7 from the United States and Canada concerning the subject dishwashers, and for

8 years his website, KitchenAidFire.com, has consistently been the number one

9 Google result for “dishwasher fire,” and is even one of the top Google results for

10 “KitchenAid dishwasher.” Mr. Chambers’ data collection and communications

11 with Class members through the websites have been essential to the prosecution of

12 this lawsuit. In addition to collecting and posting consumer complaints on these

13 websites, he frequently communicated with the Class and the public by posting

14 information including news stories, interviews with Plaintiffs’ counsel and others

15 conducted by various television stations throughout the country, and other material

16 alerting the public to the nature of the safety hazard posed by the subject

17 dishwashers. See Chambers Declaration, Docket No. 192-21, passim. In addition,

18 he engaged in an ongoing analysis of the data generated by the consumer

19 complaints posted on his websites, including failure rate analyses, and provided that

20 information to Plaintiffs’ counsel for their utilization in the prosecution of the case.

21 Id. Further, Mr. Chamber’s websites have been used to provide notice of the

22 settlement, and have continued to garner interest from the media. Indeed, Mr.

23 Chamber’s crusade captured the attention of Consumer Reports in 2012, and in

24 February 2016 Consumer Reports reported on the settlement, poignantly declaring,

25 “It took six years but Steve Chambers finally got justice for a dishwasher fire that

26 destroyed his KitchenAid model.” Id. 27 As part of the Settlement Agreement, Defendants have agreed to pay, subject 28 to court approval, $100,000 to Plaintiff Chambers to acquire ownership of the 48 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 above-mentioned two websites. See Settlement Agreement, § V(C), pp. 35-36. The

2 $100,000 payment sought will not affect the monetary or non-monetary benefits to

3 any of the categories of consumers at issue in the Settlement Agreement, and is a

4 reasonable value (indeed, it is a conservative estimation of value) under the “traffic

5 value” valuation method or the “negative” website valuation. Chambers Decl. at ¶¶

6 42-46. Under the “traffic value” valuation method, value is calculated by

7 researching the top key phrase or phrases that drive the majority of traffic to the

8 website, then locating the cost-per-click value of the keywords at Google Adword’s

9 key word tool. See http://flippa.com/blog/guest-post-5-ways-to-value-a-website/

10 (describing the “traffic value” valuation method). Plaintiff Chambers calculated the

11 value of the www.KitchenAidFire.com website in excess of $400,000 and the value

12 of the www.WhirlpoolSafetyDefects.com website in excess of $7,000. Id. Thus,

13 $100,000 is a modest payment.

14 The “negative” website valuation method is the value for a site that is critical 27 15 to a company, such as Whirlpool, due to its impact on the company’s reputation.

16 Based on Whirlpool’s offer to pay $100,000 for Plaintiff Chambers’ websites,

17 Whirlpool must estimate that the negative value is at least that amount.

18 Accordingly, the Court should grant the requested payment amount to

19 Plaintiff Chambers, which Defendant Whirlpool has agreed to pay, in exchange for 28 20 Whirlpool for acquiring his two websites.

21 27 See http://www.trackur.com/guide-negative-domain-names-reputation- management (discussing the “negative” value valuation method); 22 http://www.massive.pr/2013/09/02/price-bad-reputation (same). 28 23 In Beck-Ellman v. Kaz USA, Inc., 2013 U.S. Dist. LEXIS 189308, 28-29 (S.D. Cal. June 11, 2013), the court approved an enhanced $20,000 incentive award as 24 compensation for a class representative who went above and beyond and engaged in an investigation and discovery, attending depositions and settlement conferences, 25 using her public relations experience to aid in crafting the class notice plan, and assisting counsel with other aspects of the case, thereby subjecting herself to 26 additional notoriety and personal difficulties. Mr. Chambers made even greater contributions here, by creating and culling information from his websites, working 27 intimately with Class Counsel to assist their investigation, and traveling to Boston to attend and actively participate in the mediation sessions. See Chambers Decl., 28 passim. 49 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 VI. CONCLUSION

2 For the foregoing reasons, Class Counsel respectfully request that the Court

3 issue an Order: (a) awarding Class Counsel attorneys’ fees in the amount of $-

4 15,000,000, and reimbursement of expenses in the amount of $508,292.67; (b)

5 awarding service awards to the named Plaintiffs in the amount of $4,000; (c)

6 approving the sale of Plaintiff Steve Chambers’ websites for $100,000, in addition

7 to his service award; and (d) awarding any other relief that the Court deems just and 29 8 appropriate.

9 Dated: May 6, 2016

10 Respectfully submitted,

11 COHON & POLLAK, LLP

12 RIFKIN WEINER LIVINGSTON, LLC

13 WEINSTEIN KITCHENOFF & ASHER LLC

14 CHIMICLES & TIKELLIS LLP

15 LIEFF CABRASER HEIMANN & BERNSTEIN, LLP

16 By: /s/ Charles S. Fax 17 Charles S. Fax 18 Rifkin Weiner Livingston, LLC Attorneys for Plaintiffs 19

27 29 Class Counsel will address objections related to the fee and expense request in 28 their reply papers. 50 MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

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1 CERTIFICATE OF SERVICE

2 I hereby certify that on May 6, 2016, I caused the attached Notice Of Motion

3 And Motion For Award Of Attorneys’ Fees And Expenses And For Service Awards

4 For Plaintiffs, and accompanying Memorandum of Points and Authorities in

5 support of such motion, to be served by electronic mail and first-class mail, postage

6 prepaid, on the following: Michael T. Williams (pro hac vice) 7 [email protected] 8 Galen D. Bellamy (SBN 231792) [email protected] 9 Andrew M. Unthank (pro hac vice) 10 [email protected] Catherine R. Ruhland (pro hac vice) 11 [email protected] 12 Wheeler Trigg O’Donnell LLP 370 17th Street, Suite 4500 13 Denver, Colorado 80202 14 Telephone: (303) 244-l800 Facsimile: (303) 244-1879 15

16 Dean J. Zipser (SBN 094680) [email protected] 17 Carole E. Reagan (SBN 162674) 18 [email protected] UMBERG ZIPSER LLP 19 1920 Main St., Suite 200 20 Irvine, California 92614 Telephone: (949) 679-0052 21 Facsimile: (949) 679-0461 22 Attorneys for Defendants 23

24 /s/ Charles S. Fax 25 Charles S. Fax 26 27 28

MEMORANDUM IN SUPPORT OF PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. 8:11-cv-01733-FMO (ANx)

Case 8:11-cv-01733-FMO-AN Document 218-3 Filed 05/06/16 Page 1 of 2 Page ID #:5377

EXHIBIT 1 TO MOTION FOR AWARD OF ATTORNEYS’ FEES

Case 8:11-cv-01733-FMO-AN Document 218-3 Filed 05/06/16 Page 2 of 2 Page ID #:5378

STEVE CHAMBERS v. WHIRLPOOL CORPORATION FIRM TIME & EXPENSE SUMMARY REPORTING PERIOD: Inception to March 31, 2016

FIRM NAME EXPENSES HOURS LODESTAR

Rifkin, Weiner, Livingston, Levitan & Silver, LLC $365,359.54 13,129.85 $3,977,832.73 Chimicles & Tikellis LLP $102,393.19 5,992.75 $2,891,706.25 Lieff Cabraser Heimann & Bernstein, LLP $31,478.45 2,622.10 $1,056,689.50 Weinstein Kitchenoff & Asher LLC $4,779.29 1,218.30 $618,272.00 Cohon & Pollak, LLP $4,282.20 897.75 $403,987.50

TOTALS $508,292.67 23,860.75 $8,948,487.98 Case 8:11-cv-01733-FMO-AN Document 218-4 Filed 05/06/16 Page 1 of 29 Page ID #:5379

EXHIBIT 2 TO MOTION FOR AWARD OF ATTORNEYS’ FEES

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1 Case No. 8:11-cv-01733-FMO-AN

8 Charles S. Fax (pro hac vice) Nicole Sugnet (CSBN 246255) Liesel J. Schopler (pro hac vice) 9 LEIFF CABRASER HEIMANN & RIFKIN WEINER LIVINGSTON LLC BERNSTEIN, LLP 10 7979 Old Georgetown Road, Suite 400 275 Battery Street, 29th Floor Bethesda, Maryland 20814 11 San Francisco, California 94111-3339 Telephone: (301) 951-0150 Telephone: (415) 956-1000 12 Telecopier: (301) 951-6535 Telecopier: (415) 956-1008 [email protected] 13 [email protected] [email protected] [email protected] 14

David H. Weinstein (CSBN 43167) 15 Attorneys for Plaintiffs Robert Kitchenoff (pro hac vice) 16 WEINSTEIN KITCHENOFF & 17 ASHER LLC 100 South Broad St., Suite 705 18 Philadelphia, Pennsylvania 19110-1061 19 Telephone: (215) 545-7200 Telecopier: (215) 545-6535 20 [email protected] 21 [email protected]

22 23

24 25

26 27

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1 2 UNITED STATES DISTRICT COURT 3 FOR THE CENTRAL DISTRICT OF CALIFORNIA 4 STEVE CHAMBERS, et al., on behalf 5 of themselves and all others similarly situated, 6 Plaintiffs, Case No. 8:11-cv-01733-FMO-AN 7 v. 8 WHIRLPOOL CORPORATION, et al., 9 Defendants. 10 11 DECLARATION OF CHARLES S. FAX IN SUPPORT 12 OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES 13 I, Charles S. Fax, declare as follows: 14 I. Introduction 15 1. I am co-lead counsel for Plaintiffs in this case, and a senior litigation 16 partner in the Maryland law firm of Rifkin Weiner Livingston LLC (“RWL”) (f/k/a 17 Rifkin, Weiner, Livingston, Levitan & Silver, LLC). RWL has offices in 18 Annapolis, Baltimore, Bethesda and Upper Marlboro, Maryland. I am resident in 19 the Bethesda, Maryland office. 20 2. I submit this Declaration in support of Plaintiffs’ Motion for Award of 21 Attorneys’ Fees in this case. All of the facts set forth herein are based on my first- 22 hand knowledge acquired in my role as co-lead counsel for Plaintiffs, except the 23 background information on my colleagues at RWL, for which I have relied on 24 information they have given me. 25 II. Key RWL Personnel in This Case 26 A. Charles S. Fax 27 3. I have been a practicing civil litigator for 42 years, concentrating in 28 commercial, constitutional, civil rights, securities, government contracts and

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1 procurement, real estate, insurance coverage, environmental and employment 2 disputes and litigation. A print-out of reported decisions, which represents a 3 fraction of the work I have done in my years of practice, is attached hereto as 4 Exhibit 1. 5 4. I am a member of the state and federal bars of Maryland, New York 6 and the District of Columbia, numerous federal appellate courts, the U.S. Court of 7 Federal Claims and the U.S. Supreme Court. Throughout my career I have been 8 admitted pro hac vice in federal and state courts throughout the country. I was 9 specially admitted to practice in the United States District Court for the Central 10 District of California in this case. I have never been disciplined by any state or 11 federal bar. 12 5. My experience in class action litigation includes: Securities claims 13 (see, e.g., In re PMA Capital Corp. Sec. Litig., 2005 U.S. Dist. LEXIS 15696 (E.D. 14 Pa. July 27, 2005), In re Jiffy Lube Sec. Litig., 772 F. Supp. 890 (D. Md. 1991)); 15 lead paint claims (Ashton v. Pierce, 541 F. Supp. 635 (D.D.C. 1982)); human rights 16 claims (Simon, et al. v. Republic of Hungary, et al., 812 F.3d 127 (D.C. Cir. 2016)) 17 (as co-lead counsel, I co-represent a putative class of thousands of native- 18 Hungarian survivors of the World War II Holocaust in a suit for reparations against 19 Hungary); consumer products claims (Mouzon, et al. v. Radiancy, Inc., D.D.C., 20 Case No. 1:15-cv-01142); and civil rights claims. In that regard, for seven years 21 (the last three as lead counsel), I represented the Governor of the Commonwealth of 22 Puerto Rico and the administrator of the Puerto Rico prison system in defending 23 against a prisoners’ rights class action alleging the prison system’s wholesale 24 unconstitutionality in violation of the Eighth Amendment (Morales Feliciano v. 25 Rosello Gonzalez, 124 F. Supp. 2d 774 (D. P.R. 2000); Feliciano v. Gonzalez, 13 F. 26 Supp. 2d 151 (D. P.R. 1998)). In a separate (unreported) federal action, I 27 represented the Director of the Commonwealth of Puerto Rico Psychiatric Hospitals 28 in successfully petitioning the court for the lifting of sanctions and removal from

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1 receivership of a public psychiatric hospital, as well as dismissal of the class action 2 that had been brought against it. I also represented the Commonwealth of Puerto 3 Rico in parens patriae, in two related suits against putative classes of apple growers 4 in New York and Virginia alleging discrimination against Puerto Rican laborers in 5 violation of federal labor laws (Rios v. Marshall, 100 F.R.D. 395 (S.D.N.Y. 1983), 6 Puerto Rico ex rel. Quiros v. Alfred L. Snapp & Son, Inc., 469 F. Supp. 928 (W.D. 7 Va. 1979). 8 6. I have a great deal of experience in highly-publicized cases, including 9 several of the cases mentioned above. Also, I brought the first lawsuit ever against 10 the Office of the President of the United States alleging sex discrimination under 11 Title VII, which resulted in an agreement by the White House (after a change in 12 administrations) to “voluntarily” subject itself to the statute’s requirements. 13 Schmalzreid v. Jordan, 578 F. 2d 443 (D.C. Cir. 1978) (Table); see generally, 14 https://www.fordlibrarymuseum.gov/library/document/0204/1512029.pdf. Further, 15 I represented the defendant in the largest alleged tax shelter securities fraud ever to 16 have occurred as of that time, the civil result of which was a negotiated settlement 17 with plaintiffs (that they later recanted and appealed unsuccessfully). See Weil v. 18 Markowitz, 829 F. 2d 166 (D.C. Cir. 1987) 19 7. I am the co-author of two widely used texts on civil discovery (my co- 20 authors are United States District Judge Paul W. Grimm and Paul Mark Sandler,

21 Esq.). First published in 2005, the third edition of our text DISCOVERY PROBLEMS

22 AND THEIR SOLUTIONS (565 pp.), which covers the federal discovery rules, was 23 released by ABA Publishing in April, 2013; we are currently drafting the fourth 24 edition of that text, to address the 2015 amendments, and it is scheduled for release

25 in 2017. DISCOVERY PROBLEMS AND SOLUTIONS (468 pp.), which covers the 26 Maryland rules of discovery, was published in 2008 by MICPEL Publishing. 27 8. Our federal discovery text has been cited with approval in numerous 28 reported decisions. See Rybas v. Riverview Hotel Corp., 2015 U.S. Dist. LEXIS

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1 176294 (D. Md. Jan. 15, 2015); Johnson v. Ford Motor Co., 309 F.R.D. 226 (S.D. 2 W. Va. 2015); Apple, Inc. v. Samsung Elecs. Co., 306 F.R.D. 234 (N.D. Cal. 2015); 3 Sky Angel U.S. LLC v. Discovery Communs., LLC, 28 F. Supp. 3d (D. Md. 2014); 4 United States ex rel. Birckhead Elec., Inc. v. Ancel, 2014 U.S. Dist LEXIS 176535 5 (D. Md. Dec. 23, 2014); Elat v. Ngoubene, 2013 U.S. Dist. LEXIS 116275 (D. Md. 6 2013); Charter Oak Fire Ins. Co. v. Am. Capital, Ltd., 2013 U.S. Dist. LEXIS 7 180504 (D. Md. 2013); Adams v. Sharfstein, 2012 U.S. Dist. LEXIS 100366 (D. 8 Md. 2012); Mezu v. Morgan State Univ., 269 F.R.D. 565 (D. Md. 2010); Covad 9 Communs. V. Revonet, Inc., 258 F.R.D. 17 (D.D.C. 2009); St. Annes Dev. Co., LLC 10 v. Trabich, 2009 U.S. Dist. LEXIS 10257 (D. Md. Feb. 9, 2009); Victor Stanley, 11 Inc. v. Creative Pipe, Inc. 250 F.R.D. 251 (D. Md. 2008): Roberson v. Bair, 242 12 F.R.D. 130 (D.D.C. 2007); and Miller v. Holtzmann, 2007 U.S. Dist. LEXIS 2987 13 (D.D.C. Jan. 17, 2007). 14 9. In addition to practicing law full-time, since 2010 I have served as an 15 Adjunct Professor of Law at the University of Baltimore School of Law. I teach 16 “Discovery Practice and Procedure,” a 3-credit advanced seminar based on the 17 federal and state texts that I have co-authored. 18 10. In addition to numerous other professional articles that I have written 19 and published, since 2008 I have written a regular column for the quarterly 20 magazine Litigation News, published in hard-copy and online (available at 21 http://apps.americanbar.org/litigation/litigationnews/). My column, titled “Civil 22 Procedure Update,” discusses emerging issues in federal civil procedure. 23 11. I have been rated a “Super Lawyer” in the District of Columbia and in 24 Maryland since 2009, and I have been “AV” rated by Martindale-Hubbell since

25 1995. My biography has been listed in WHO’S WHO IN AMERICA and WHO’S WHO

26 IN AMERICAN LAW for many years. 27 12. My management experience is extensive. I was Managing Partner, 28 Executive Committee member and Chairman of the Litigation Department of two

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1 law firms where I practiced for some years, and a member of the Executive 2 Committee and co-Chairman of the Litigation Department at a third law firm where 3 I practiced for many years. As a lay volunteer, I served for three years as National 4 Campaign Chairman of the Jewish National Fund (JNF), raising between $50 5 million and $60 million annually in the U.S. for public projects in the State of 6 Israel. I currently serve on the Board of the JNF Boruchin Fund, which annually 7 awards to qualified grantees, in a competitive process, the income from a $100 8 million dollar charitable fund. 9 13. In our prosecution of this lawsuit, four colleagues at RWL have 10 provided principal assistance to me: Partner (and former Associate) Liesel 11 Schopler, Legal Assistant Ernest Liberati (who retired in July 2015, and was 12 succeeded by Paul Butler), and associate Reuben Wolfson, with additional 13 participation by other attorneys as necessary. 14 B. Liesel Schopler 15 14. Liesel Schopler obtained her undergraduate degree, and her 16 commission as an Ensign in the United States Navy, from the United States Naval 17 Academy in 1999, where she maintained a 3.5 GPA and stood in the top 14% of her 18 class. She was then stationed at Pensacola Naval Air Station as a flight student. 19 She later served aboard the aircraft carrier U.S.S. Enterprise as Joint Force Air 20 Control Coordinator, and then at the Naval Station Norfolk JAG Office in Norfolk, 21 Virginia, where she was a command investigator. Liesel completed her naval 22 career as Office-in-Charge of the Orange Grove Airfield, where she was 23 responsible for operation of the entire airfield and commanded a workforce of 24 thirty-six naval personnel. Liesel, then a Lieutenant, resigned her Navy 25 commission in September, 2003. 26 15. Liesel then enrolled in a dual graduate program at the Catholic 27 University of America, where in 2007 she earned both a J.D. cum laude and an 28 M.A. in Pyschology, summa cum laude. In law school she maintained a 3.4 GPA

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1 and graduated in the top 18% of her class. She also served as a staff member on the 2 Journal of Contemporary Health Law and Policy. Her GPA as a Psychology 3 graduate student was 4.0. 4 16. While in law school and for a short period thereafter, Liesel worked in 5 various legal support capacities at Pepper Hamilton LLP and Pillsbury Winthrop 6 Shaw Pittman LLP in Washington, D.C. Liesel then joined RWL, employed under 7 my direct supervision as an entry-level associate researching and drafting legal 8 memoranda, pleadings and motions in various civil actions in which I was attorney 9 of record. 10 17. In March 2008, Liesel accepted a position at the Washington, D.C. 11 office of Morgan, Lewis & Bockius LLP, where she counseled clients on a variety 12 of nuclear regulatory issues including license renewal, new plant licensing, 13 enforcement and investigations, regulatory compliance and the licensing of a high- 14 level nuclear waste repository. 15 18. A year later I persuaded Liesel to return to RWL, where she has been 16 employed ever since, first as an associate, and then as a partner, analyzing and 17 researching legal issues, drafting legal memoranda, complaints, motion papers and 18 briefs, conducting discovery and counseling clients. Among other work, Liesel has 19 had major responsibilities in our ongoing class action against the government of 20 Hungary, Simon, et al. v. Republic of Hungary, et al., supra, in which I am co-lead 21 counsel. 22 C. Reuben Wolfson 23 19. Reuben Wolfson earned his B.A. at the University of Michigan in 24 2006, with an overall GPA of 3.48. He then worked as a National Security and 25 International Policy Intern at the Center for American Progress in Washington, 26 D.C., before gravitating to the field of law, where he worked as a paralegal at Bois, 27 Schiller & Flexner in Washington, D.C., and as a judicial intern for the Hon. Peter 28 Messitte, United States District Judge, United States District Court for the District

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1 of Maryland. Reuben attended the University of Miami School of Law, where he 2 served as Symposium Editor for the University of Miami International and 3 Comparative Law Review, and received his J.D. cum laude in May 2012. 4 20. I hired Reuben thereafter to work at our firm as a contract associate 5 assigned full-time to document review for this case, where he performed in an 6 exemplary manner. On the basis of his excellent work, Reuben was offered, and 7 accepted, a full-time position as an associate in our employment law group, where 8 he now works. 9 D. Ernest Liberati 10 21. Ernest Liberati earned his B.S. in Aeronautical Engineering at New 11 York University in 1971. He then joined the United States Air Force, where he 12 studied at the Defense Language Institute in Monterey, California, and in El Paso, 13 Texas, earning certificates in Vietnamese (1972), Advanced Vietnamese (1976) and 14 Thai (1979). During his Air Force Career, Ernie conducted intelligence operations 15 in Southeast Asia, Japan, Hawaii and in Maryland at the National Security Agency, 16 managing technical units of as many as 80 persons. Honorably discharged in 1997, 17 Mr. Liberati worked for General Dynamics Advanced Information Systems until 18 October 2002. While there he provided consulting services on numerous 19 telecommunications topics and authored reports on telecommunications 20 infrastructure, services and technologies. 21 22. Ernie then returned to school and earned an A.S. in Computer 22 Information Systems and an A.A.S. in Paralegal Studies. He worked as an intern 23 for the Circuit Court for Anne Arundel County, Maryland, and two local law firms 24 before I recruited him to RWL as a litigation paralegal in 2006, where he worked 25 under my direct supervision throughout his employment until his retirement in July 26 2015. Ernie had substantial responsibilities in this case for communications with 27 putative class members, Internet research on combusting dishwashers; maintenance 28 of class member data, document review, organization and maintenance of litigation

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1 and research files, maintenance of dishwashers and dishwasher parts, and liaison 2 with our experts. 3 E. Paul Butler 4 23. Upon Ernie Liberati’s retirement, Paul Butler succeeded him as the 5 legal assistant assigned to this case, and assumed his scope of responsibilities. Paul 6 earned his B.S. from James Madison University in 1981, and his J.D. from George 7 Mason University School of Law in 1990. While at law school, and for a period of 8 time thereafter, Paul worked as a paralegal in the Washington, D.C. office of Squire 9 Sanders & Dempsey. Between 1991 and 2003, he worked as an associate at a 10 succession of local law firms. 11 24. In 2003, Paul decided to change careers, and became an English and 12 American Literature teacher, teaching at several parochial schools in the region, 13 culminating in his work at Georgetown Preparatory School, where is coached and 14 taught A.P. U.S. Government and Politics between 2005 and 2011. In 2012 Paul 15 returned to the legal profession as a legal assistant, working in several law firms 16 until I recruited him to join RWL in July 2015, where he has worked since then. 17 III. Highlights of Work Performed by RWL in This Case 18 25. Steve Chambers was an outside website consultant to my law partner 19 Scott Livingston. In the autumn of 2010, Steve approached Scott complaining that 20 his KitchenAid dishwasher had caught on fire, and that he knew that others had 21 experienced the same problem. Scott referred Steve to me. 22 26. What follows is a narrative of the work that I, and the professionals 23 working with me and under my supervision at RWL, performed in this lawsuit 24 (including work done in conjunction with co-counsel), which forms the basis for 25 RWL’s portion of Plaintiffs’ Request for Award of Attorneys’ Fees and Costs. My 26 narrative is supported by Exhibit 2 to this Declaration, consisting of the timesheets 27 year by year (filed under seal, and served on Defendants). Next week I will move 28 for leave to file in the public docket a summary of those timesheets, which will

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1 identify eight categories of work associated with this case;1 each professional at 2 RWL who performed services related to the litigation; a summary, year by year, of 3 the amount of time spent by each professional performing one or more categories of 4 work times the hourly rate for that professional for that year; the yearly totals; and 5 the cumulative total. 6 27. At the commencement of the representation, Steve Chambers, in a 7 series of discussions with me and Liesel, described the fire that had erupted in his 8 KitchenAid dishwasher; the analysis that led to the finding that the dishwasher 9 circuit board had overheated and combusted; Steve’s contemporaneous Internet 10 searched and the development of his website, www.KitchenAidFire.com, that 11 quickly gathered hundreds of postings and exposed the nationwide magnitude of 12 the combusting Whirlpool dishwasher problem; his efforts to communicate with 13 Whirlpool and Sears to alert them to his findings; Whirlpool’s and Sears’ refusal to 14 communicate with him and their denials that any problem existed; and Steve’s 15 reluctant conclusion, based on Whirlpool’s and Sears’ intransigence, that he needed 16 legal counsel to help him address his concerns that consumers were at risk. 17 28. Thereafter, with the participation of Liesel and Ernie, I undertook a 18 factual and legal analysis of Steve’s problem, including extensive Internet searches 19 conducted by all three of us and case law research done by Liesel and me, in an 20 effort to identify the legal and factual contours of the potential claim by Steve and 21 his wife Lynn Van der Veer,; the potential for one or more consumer class actions 22 in state or federal court; and possible venues. 23 29. On the basis of our analysis, and after consultation with RWL’s 24 managing partner, Alan Rifkin, we agreed to accept the representation and advance 25 1 The categories are: (1) investigation/case evaluation; (2) discovery preparation 26 and execution; (3) legal research, pleadings, stipulations, motions and briefs; (4) 27 court appearances and preparation; (5) mediation/settlement negotiations; (6) retention of/working with expert; (7) communications with clients and consumers; 28 and (8) case management and legal strategy.

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1 its costs, with fees and costs to be awarded by the Court if we were successful. 2 Contemporaneously, I met with Weinstein, Kitchenoff & Asher in Philadelphia 3 (lawyers with whom I had previously worked on a potential anti-trust case, and was 4 then, and still am, co-counseling with in the Hungarian Holocaust class action 5 mentioned above) to ascertain their interest in serving as co-counsel in the matter. 6 30. As our analysis of the potential for litigation continued, we considered 7 bring the action (or actions) in a number of jurisdictions, eventually concluding, 8 based on our research, that a single class action in federal court in Los Angeles was 9 optimal. I then engaged counsel in Los Angeles, the well-respected litigation law 10 firm of Cohon & Pollak, as co-counsel in our effort. 11 31. Contemporaneously, Liesel, Ernie and I, in collaboration with Steve 12 Chambers, developed criteria for the selection of named plaintiffs and engaged in 13 the intensive and time-consuming process of identifying and screening potential 14 candidates from among those consumers who had contacted Steve and expressed an 15 interest in participating in the case, or otherwise appeared to be appropriate class 16 representatives. Throughout, Liesel was conducting extensive research and analysis 17 of our claims. Simultaneously, she and I commenced the drafting of a complaint 18 and began identifying and considering evidentiary issues that would likely surface 19 during the suit. 20 32. The complaint went through numerous drafts as we continued 21 expanding its breadth and identifying additional suitable named plaintiffs. Our 22 expanded pool of Plaintiffs’ counsel was brought into the research, drafting and 23 collaboration process. Also, at my direction, and with the participation of Scott 24 Livingston, Liesel prepared an FOIA Request for submission to one or more federal 25 agencies seeking documents pertinent to Plaintiffs’ claims. 26 33. In early March 2011, Ernie, through his ongoing Internet research, 27 discovered the “Fahy case,” in which a combusting Whirlpool-manufactured 28 dishwasher had caused a house in Queens, New York, to burn down, kiiling several

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1 of its occupants. Ernie spoke to the Clerk’s Office in the Supreme Court for 2 Queens County, New York, and was told that an extensive hard-copy file, including 3 numerous deposition transcripts (including, it turns out, the deposition of 4 Whirlpool’s in-house expert), was readily accessible. On an unrelated business trip 5 to New York City, I went to the Queens County Courthouse, located the Fahy files 6 with the assistance of the Clerk, reviewed them and ordered copies of pertinent 7 materials, including deposition transcripts. Thereafter, Liesel reviewed, organized 8 and summarized all of the pertinent material. 9 34. While research and drafting of the complaint continued, I undertook 10 (with the assistance of Liesel and Ernie) the process of identification and retention 11 of a suitable expert. After identifying Jerry Ferguson as a candidate, Liesel and I 12 drove to North Carolina, met with Jerry and returned that day. After further 13 consultations with co-counsel, I retained Jerry as our consulting expert, and, after 14 consultation with Alan Rifkin, prepared a retainer agreement and a proposed 15 budget. We simultaneously began the process of providing Jerry with documents, 16 data, photographs, circuit boards (that we had been in the process of collecting from 17 potential named plaintiffs) and several dishwashers, for him to undertake his 18 independent investigation and analysis. 19 35. Throughout this time (May/June 2011), I was in constant 20 communication via email, memoranda and telephone calls, with co-counsel in 21 Philadelphia and Los Angeles. Re-drafting and expansion of the complaint 22 continued throughout the summer, and the FOIA request was finalized. Letters 23 were drafted to Whirlpool and Sears to advise them of the consumer complaints. 24 Those letters were finalized and sent to Whirlpool and Sears in late October, 2011, 25 in accordance with the notification provisions of the Magnuson-Moss Act and the 26 California Consumer Protection Act. 27 36. With the participation of co-counsel, final edits were made by Liesel, 28 Ernie and me to the Complaint during early November 2011, and it was finalized

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1 and filed on or about November 9, 2011. Contemporaneously, the three of us were 2 in close contact with all named Plaintiffs by telephone and via memoranda. 3 37. Upon filing the suit, I placed a call to the Office of General Counsel of 4 Whirlpool, to alert Whirlpool and offer to send a courtesy copy of the Complaint. 5 Media throughout the country quickly picked up the story and started contacting 6 me. After consultation with my colleagues I decided to cooperate with the media in 7 an effort to publicize the claim so as to gain the attention and participation of 8 additional consumers who had experienced Whirlpool dishwasher failures caused 9 by combusting circuit boards. The effort bore success quickly, s calls started to 10 come in from affected consumers in various locales throughout the country who 11 had seen the story on TV or the Internet, or heard it reported on the radio. 12 38. During the same period of time (end of November/December 2011), I 13 was engaged in extensive communications with co-counsel, named plaintiffs and 14 members of the expanding putative class, as well as preparation and coordination of 15 filing of motions for pro hac admission in the newly filed case in Los Angeles and 16 our motion for appointment of interim class counsel. Media attention kept 17 increasing, and I fielded those communications and participated in several 18 interviews. During this time I spent several hours evaluating additional claims that 19 might be filed in a separate action against Whirlpool in California, but concluded 20 that the claims could be dovetailed into our ongoing litigation.2 21 39. At the beginning of December, Liesel and I began preparing an 22 amended complaint to incorporate additional information that we had obtained 23 since filing the original Complaint, and correct certain portions of the Complaint. 24 The Amended Complaint was filed on or about December 13, 2011. At this time 25 we also started screening additional potential named plaintiffs and, with Ernie

26 2 27 My time sheets reflect approximately 1 hour billed to this work, a reasonable amount of time in light of the conclusion reached, which applied directly to this 28 action.

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1 Liberati’s participation, addressing numerous issues regarding gathering and 2 preservation of evidence from named Plaintiffs and class members. I was also in 3 constant communication with named Plaintiffs, co-counsel and our consulting 4 expert Jerry Ferguson. In January and February 2012 I was also communicating 5 with lead counsel for Defendants, Michael Williams, and his colleagues regarding 6 various matters including proposed stipulations and Defendants’ anticipated motion 7 to dismiss. Legal research on California precedents, including the recent Tietsworth 8 case in Northern California, continued. 9 40. Defendants filed their motion to dismiss on or about February 16, 10 2012, and my co-counsel and I conferred at length in that regard. I discussed with 11 defense counsel a timetable for our response, and we commenced researching the 12 various issues in the motion. In that regard, I traveled to Philadelphia to meet with 13 co-counsel Robert Kitchenoff, and we conducted several conference calls with co- 14 counsel in Los Angeles to discuss the motion and divide assignments. During this 15 period I was also engaged in communications with the Consumer Product Safety 16 Commission. Liesel continued her extensive research in preparation for our 17 opposition to the motion to dismiss. During this period Ernie and I also met with 18 our consulting expert Jerry Ferguson in North Carolina regarding his continuing 19 investigation and analysis. Ernie and I both continued fielding inquiries from 20 potential class members. I worked with defense counsel on a proposed Case 21 Management Order and convened several lengthy conference calls with co-counsel 22 to discuss its contents, followed in each instance by multiple exchanges of emails 23 concerning same. 24 41. In early March, 2012, I turned to a review of Liesel’s draft opposition 25 to the motion to dismiss, as well as various issues identified by her that warranted 26 further analysis and consideration by the group. That led to a decision by the group 27 to prepare and file a Second Amended Complaint, which we finalized and filed on 28 or about March 23, 2012. In connection with that work, in addition to working with

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1 co-counsel in Philadelphia and Los Angeles, Liesel and I worked closely with Steve 2 Schwartz and Tim Mathews of Chimicles & Tikellis LLP in Haverford, 3 Pennsylvania, whose client, W. David Beal, had experienced the same Whirlpool 4 dishwasher failure and who, we agreed, would join the suit as a named Plaintiff 5 represented by Steve and Tim (who, ultimately, would become co-lead counsel with 6 me). Through Ernie, I also maintained ongoing communications with potential 7 class members who had contacted Steve Chambers, Jeff Cohon or our firm. I also 8 engaged in numerous discussions with Alan Rifkin and our software consultant 9 concerning web hosting services. At the end of March, Liesel, Ernie and I worked 10 with class members on Declarations detailing their experiences with their 11 Whirlpool-manufactured dishwashers. 12 42. In early April 2012, I engaged in ongoing communications (including 13 correspondence, telephone calls, memoranda and emails) with Plaintiffs, class 14 members, co-counsel, defense counsel, the media, the CPSC, and our software 15 consultant. Numerous such communications with defense counsel were preparatory 16 to a “meet and confer,” for which Liesel and I flew to Denver, as did our Los 17 Angeles counsel, to meet with defense counsel at their offices. Thereafter 18 communications continued as above. 19 43. In mid-May 2012, Defendants filed their Motion to Dismiss the 20 Second Amended Complaint, which necessitated considerable analysis and research 21 by Liesel under my direction and with my involvement. I also coordinated efforts 22 by co-counsel (having divided the research and writing assignments) through 23 memoranda, emails and conference calls. In late May and early June I met with 24 Liesel and Ernie in numerous lengthy sessions to finalize and file Plaintiffs’ 25 Opposition to Defendants’ Motion to Dismiss the Second Amended Complaint, 26 integrating and finalizing the work-product of co-counsel that contributed to the 27 effort. I then engaged in a series of communications with defense counsel 28 concerning a proposed Joint Rule 26(f) statement to be submitted to the Court in

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1 conjunction with the parties’ first scheduling conference. Discussions continued 2 and an agreement was reached on a joint document that was duly filed. In mid-July 3 I flew to Los Angeles for that court appearance, at which Jeff Cohon accompanied 4 me. 5 44. Upon my return to the East Coast I convened a meeting of co-counsel 6 in Philadelphia, which I followed with a detailed memorandum setting forth the 7 decisions made at that meeting. Among other tasks, we undertook to prepare a 8 Third Amended Complaint, to include, inter alia, the claim of Plaintiff Jackie 9 Steffes, represented by her counsel, San Francisco attorneys Kristen Law Sagafi, 10 Nicole Reynolds and their law firm Lieff Cabraser Heimann & Bernstein, LLP, 11 who joined us as the final members of our team. At this point we were also 12 discussing internally a number of discovery issues, in regard to which we met in 13 Haverford, Pennsylvania, at the offices of Chimicles & Tikellis. During the 14 summer, all co-counsel participated in drafting proposed discovery requests to be 15 propounded on Defendants, with Chimicles & Tikellis taking the most significant 16 role, even as Liesel was guiding development of the Third Amended Complaint. I 17 also supervised the preparation of Plaintiffs’ Rule 26(a)(1)(A) disclosures. 18 45. In August the parties propounded discovery requests on each other. I 19 spent a considerable amount of time thereafter, as did Liesel and Ernie, explaining 20 the process to our clients and working with them on their draft responses. I 21 reviewed Defendants’ Rule 26(a)(1)(A) disclosures at the same time. Steve 22 Chambers’ responses were the first ones due, and I worked with him closely on 23 those. The process of completing, refining and finalizing the other Plaintiffs’ 24 responses to Defendants’ discovery requests continued at my direction, with the 25 participation of Liesel and Ernie, through the better part of October 2012. Among 26 other responsibilities, at this time (and throughout the litigation) Ernie was in 27 charge of gathering all documents and materials from the Plaintiffs; transmitting 28 them to our vendor who converted them to electronically searchable form; directing

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1 the vendor’s efforts in that regard; and serving on defense counsel the disks that 2 were assembled by our vendor containing Plaintiffs’ discovery documents. At the 3 same time, Liesel and I were working on the Third Amended Complaint, in 4 conjunction with input from co-counsel. Liesel, Ernie and I finalized and filed the 5 Third Amended Complaint in mid-October. 6 46. During this period of time I continued communications on a variety of 7 issues with co-counsel, defense counsel, Plaintiffs, and potential new class 8 members. Liesel prepared legal memoranda on a number of pertinent issues. Ernie 9 continued working with the Plaintiffs on their discovery responses, as well as a 10 privilege log. November and December were also occupied (by Liesel, Ernie and 11 me) with a considerable number of issues concerning discovery and the adequacy 12 thereof. Defendants filed their Motion to Dismiss the Third Amended Complaint, 13 which necessitated a considerable amount of work on the part of Liesel and me, 14 coordinating the work of co-counsel as well. In late December 2012, I spent time 15 reviewing the adequacy of Defendants’ discovery responses and communicating 16 with co-counsel via memorandum, email and telephone re same. The product of 17 that effort was a letter from me to defense counsel at the end of the month, followed 18 by a conference call, delineating perceived deficiencies in Defendants’ discovery 19 responses. 20 47. In January 2013, I spent a good deal of time reviewing ESI and 21 continuing communications with our third-party web hosting services, our 22 consulting expert, Plaintiffs, class members, my in-house team, co-counsel and 23 defense counsel on a variety of issues, including discovery, document review, 24 privilege issues including inadvertent disclosure of privileged information, over-all 25 scheduling and briefing schedule. Work continued on the opposition to the Motion 26 to Dismiss the Third Amended Complaint, with drafting and editing input on the 27 part of all counsel. Defense counsel and I worked on a deposition schedule for the 28 named Plaintiffs. In late January, Rob Kitchenoff joined me to prepare Steve

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1 Chambers and Lynn Van der Veer for their lead-off depositions. Liesel, Ernie and I 2 finalized and filed Plaintiffs’ opposition to the Motion to Dismiss on January 31, 3 2013, whereupon Liesel, under my direction, commenced initial preparation of 4 materials in advance of anticipated oral argument. 5 48. In February 2013, I continued my supervisory work on ongoing 6 discovery issues, including document production (in which Liesel and Ernie were 7 heavily involved) and deposition scheduling; drafted a motion for scheduling order 8 and stipulation; conferred with defense counsel regarding a proposed scheduling 9 conference; and, with defense counsel, finalized and filed the join motion and 10 proposed order. Rob Kitchenoff and I met with Steve Chambers in advance of his 11 deposition, and I defended it. I did the same for Lynn Van der Veer. At the outset 12 of March, Defendants filed additional discovery requests and we turned to those. 13 During March and Arpil, I was consumed with discovery (including paper 14 discovery and depositions) and, to a lesser extent, negotiations with defense counsel 15 over an amended case management order and communications with potential class 16 members who had recently experienced overheating events with their Whirlpool- 17 manufactured dishwashers. Liesel spent a considerable amount of time during this 18 period preparing extensive outlines for use in witness preparation for the 19 depositions. On April 10, I prepared for, and on April 11, I appear in, court in Lost 20 Angeles at a scheduling conference before Judge Olguin, to whom the case had 21 been reassigned. 22 49. During the remainder of April 2013 and in May 2013, I engaged in 23 preliminary settlement discussions with defense counsel; with Liesel’s assistance 24 prepared for oral argument on the motion to dismiss (the hearing on which was 25 cancelled at the last moment by Judge Olguin); communicated with our consulting 26 expert; met with our consulting expert, defense counsel and Defendants’ consulting 27 expert in North Carolina (together with co-counsel Howard Pollak from Los 28 Angeles), so that Defendants could inspect the units that our expert had examined;

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1 negotiated a stipulation with defense counsel; communicated with defense counsel, 2 co-counsel, class members and Plaintiffs; supervised the drafting of the Fourth 3 Amended Complaint with Liesel’s extensive participation and considerable input 4 from co-counsel; met with our expert in North Carolina again; schedule a “meet and 5 confer” with opposing counsel; and planned a further deposition schedule. 6 50. In June 2013, I managed the process of responding to, and participated 7 in the drafting of our opposition to, Defendants’ Motion to Dismiss the Fourth 8 Amended Complaint (Liesel had primary research and drafting responsibility, with 9 participation by all Plaintiffs’ counsel); prepared Plaintiffs for their depositions and 10 defended their depositions around the country. My supervisory chores on the 11 opposition to the Motion to Dismiss, with Liesel’s substantial drafting and that of 12 our co-counsel, continued through the early part of July, when our opposition was 13 filed. Contemporaneously, I prepared additional Plaintiffs for their depositions, 14 defended them in various locales throughout the United States, and engaged in the 15 process of reviewing selected documents culled from Whirlpool’s document 16 production. My communications with defense counsel on a variety of issues 17 continued. Liesel spent the remainder of July preparing declarations for class 18 members and working on the anticipated oral argument on the motion to dismiss. 19 51. At the very end of July 2013, I was advised of a recent fire in Findlay, 20 Ohio (where Whirlpool’s dishwasher manufacturing facility is located), that 21 consumed an entire home, and that was being attributed to a combusted Whirlpool- 22 manufactured dishwasher. I communicated extensively with the homeowners and 23 then traveled to Findlay to meet with them and observe an inspection of their 24 destroyed house (I alerted defense counsel in advance, and one of them also 25 appeared). Contemporaneously, and through the remainder of the summer and into 26 September, I worked on scheduling further depositions; conducted legal research; 27 negotiated with defense counsel regarding language for a joint request to the Court; 28 discussed mediation with defense counsel; traveled to Boston to prepare a Plaintiff

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1 for his deposition and defend it; communicated at length with all of the Plaintiffs 2 regarding the status of the litigation; communicated with our consulting expert; 3 defended depositions in New Jersey and Virginia; retained an economist as a 4 consultant; and reviewed the comprehensive critique, prepared by Liesel, of 5 Defendants’ Reply in further support of the Motion to Dismiss. 6 52. By mid-September the parties were seriously engaged in preparation 7 for mediation, and I was plaintiffs’ point person on that. Yet, depositions continued 8 in October in Georgia and Chicago: I prepared both witnesses and defended both 9 depositions (over the course of the litigation I defended thirteen depositions around 10 the country and participated in two more, one defended by Tim Mathews and the 11 other by Jeff Cohon; Liesel Schopler defended one deposition, and Nicole Reynolds 12 Sugnet defended two. During that period I was also in close touch with our 13 consulting expert in North Carolina, including telephone and email communications 14 and another trip to North Carolina; I reviewed numerous documents; worked with 15 Liesel on Plaintiffs’ mediation statement in conjunction with Tim Mathews, who 16 drafted the extensive technical section based on his firm’s close analysis of the 17 documents produced by Whirlpool; organized photographic exhibits and charts for 18 the mediation statement; and, with input from co-counsel, finalized and filed the 19 mediation statement as well as an ex parte letter to the mediator. Liesel conducted 20 further research regarding issues raised in Defendants’ reply memorandum. 21 53. During this period of time, Ernie also prepared an internal 22 memorandum analyzing the four defective control platforms at issue, culling 23 information and documents provided by the Defendants, Plaintiffs, putative class 24 members and Jerry Ferguson, our consulting expert in North Carolina. 25 54. In early November 2013, I worked on my oral presentation for the 26 mediation; communicated extensively with co-counsel; and traveled to Boston and 27 participated in the two-day mediation. Liesel continued with her legal analysis of a 28 variety of issues pertinent to the claims and defenses, and provided support for my

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1 preparation for the mediation. Ernie continued with his assignments. 2 55. Following the mediation, I had two or three discussions with the 3 “Today Show” in New York (the producer contacted me – I did not initiate the 4 contact); multiple communications with the mediator and defense counsel; 5 preparation for a third day of mediation in Boston; a third day of mediation; 6 multiple, extensive communications with the Plaintiffs; and multiple 7 communications with co-counsel. In December, I conducted legal research on 8 several discrete issues and wrote a lengthy memorandum on same that I circulated 9 to co-counsel; engaged in further communications with Plaintiffs; communicated 10 with our expert in North Carolina; worked on a memorandum that I sent to defense 11 counsel; communicated extensively with defense counsel; and conferred with the 12 mediator. Liesel conducted legal research on a number of issues that had been 13 identified as a result of the mediation. Ernie continued with his assignments. 14 56. In January 2014, I communicated extensively with one potential class 15 member who had suffered catastrophic damages; communicated with new 16 claimants identified by Ernie; reviewed legal rulings; communicated with the 17 media; communicated with defense counsel at length; communicated with Eric 18 Green (our mediator) concerning the next mediation session; worked on a 19 stipulation for a third amended scheduling order, and finalized and filed same; and 20 communicated with Plaintiffs and with co-counsel at length. 21 57. The next mediation session was held in Boston on March 20, 2014. In 22 February, leading up to that session, I engaged in numerous communications with 23 Steve Chambers and co-counsel regarding pending issues; communications with 24 opposing counsel re further scheduling of depositions, and extensive preparation for 25 the mediation, which was to address the issue of attorneys’ fees, and for which only 26 partial fees are being sought in this motion. Following that mediation session, 27 which did not resolve the case, in late March and early April, 2014, I engaged in 28 numerous communications with defense counsel and co-counsel to consider and

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1 plan discovery going forward. I also prepared a draft report to the Court which I 2 then submitted to defense counsel. I reported back to the Plaintiffs, and addressed a 3 number of outstanding discovery issues with some of them. During this time, 4 Liesel Schopler was engaged in a variety of legal research projects related to 5 discovery issues that had arisen in the case, including preparation of a motion to 6 compel. 7 58. At the same time, my co-counsel and I considered the retention of an 8 electrical engineering expert in Wichita, Kansas, James Martin, to augment the 9 work done by our consulting expert, Jerry Ferguson. I traveled to Wichita to meet 10 with Mr. Martin, and continuing an ongoing course of communications with 11 Plaintiffs, co-counsel and opposing counsel on pending issues. Liesel continued 12 researching a variety of issues pertinent to the case. 13 59. As noted above, three Plaintiffs’ depositions remained to be taken. In 14 late April, I traveled to New York to prepare one of the Plaintiffs and defend her at 15 her deposition. I also began the lengthy process, with co-counsel Tim Mathews, of 16 preparing to take depositions of Defendants’ Rule 30(b)(6) witnesses in Michigan, 17 on behalf of Plaintiffs. Our preparation included detailed review and re- 18 organization of many hundreds, if not thousands, of documents produced by 19 Defendants, including many technical documents, spread-sheets and the like. Most 20 of our preparation was done at the offices of Chimicles & Tikellis in suburban 21 Philadelphia over a period of several sessions. Reuben Wolfson, who had joined 22 our office to participate in document review and organization, was instrumental in 23 this tedious and time-consuming effort. 24 60. In May, I defended the deposition of one of the Plaintiffs in Buffalo, 25 New York; continued preparation for our offensive depositions; traveled to 26 Michigan to commence those depositions, and did so, in several trips. In late May I 27 traveled to New Jersey to examine, with defense counsel, the dishwasher of one of 28 the Plaintiffs. In early June I prepared for another offensive deposition with the

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1 assistance of Reuben Wolfson; consulted at length with our experts; communicated 2 with defense counsel and co-counsel; addressed a host of pending discovery issues; 3 and traveled to Austin, Texas, to participate in the deposition of a Sears employee. 4 In the mid- and late-June I communicated with a reporter in Fresno, California, 5 regarding a dishwasher fire that had just occurred there; continued my extensive 6 communications with co-counsel and clients regarding pending issues; arranged for 7 the deposition of a non-party witness in Pennsylvania who had experienced a 8 dishwasher fire, met with him (together with Tim Mathews), prepared him for his 9 deposition, and defended his deposition; and traveled to St. Louis to represent the 10 final Plaintiff in her deposition. 11 61. July 2014 was consumed with continued work on discovery issues, 12 ongoing communications with Plaintiffs, and consultations with our electrical 13 engineering expert in Wichita, Kansas, Jim Martin, leading up to a meeting among 14 the parties and their respective experts at Mr. Martin’s office in Wichita. The 15 purpose of that meeting was a joint inspection of dishwasher circuit boards and 16 other parts that Mr. Martin had examined. In August I continued working with Mr. 17 Martin, providing information to him as he requested it, as well as additional 18 materials. I also communicated with co-counsel and opposing counsel. I began 19 communicating with an additional electrical engineering expert whom we were 20 retaining, Dr. Michael Pecht at the University of Maryland. In September I met 21 with Dr. Pecht in Maryland and in Philadelphia; reviewed draft expert reports; 22 addressed discovery issues; traveled to Wichita to meet with Mr. Martin, where we 23 consulted on his draft report; consulted with our economics expert on his expert 24 report; and issued Plaintiffs’ expert reports and disclosures to defense counsel. 25 During this period of time, Liesel undertook an analysis of the similarities and 26 differences in plaintiffs’ depositions, in anticipation of Defendants’ opposition to 27 Plaintiffs’ upcoming motion for class certification. 28 62. The autumn and winter of 2014-15 were taken up with

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1 communications with class members, co-counsel, opposing counsel, our experts, 2 various third-party discovery issues, additional discovery relating to several 3 plaintiffs; review of insurance claims, analysis of the front-loading washing 4 machine case being tried in Cleveland by the defense counsel in our case; an all- 5 hands meeting at the University of Maryland between our expert and Defendants’ 6 expert, at which counsel for both sides were present (the purpose being Defendants’ 7 inspection of materials at Dr. Pecht’s laboratory); and work on a proposed motion 8 challenging certain confidentiality designations of documents produced in 9 discovery by Defendants. Liesel, in January and February, 2015, was engaged in a 10 variety of discovery-related tasks, and during January, had multiple 11 communications with insurance companies, and issued them subpoenas duces 12 tecum, in an effort to obtain their files related to dishwasher claims. 13 63. In late February, 2015, Mike Williams, lead counsel for Whirlpool, re- 14 engaged on the subject of possible settlement. In late February and early March I 15 discussed the matter at length with co-counsel, Plaintiffs, defense counsel and our 16 mediator, Mr. Green. Meanwhile, I prepared for a scheduled oral argument on 17 Plaintiffs’ challenge to the confidentiality designations of certain of Defendants’ 18 documents produced in discovery. In mid-March I began work, together with 19 Liesel Schopler, on a supplemental mediation statement to bring Mr. Green current 20 with the developments in the case since the prior mediation. That work lasted 21 through mid-April, when the parties exchanged their statements, and we began our 22 analysis of Whirlpool’s statement, with a view toward submitting a reply. 23 64. After submission of our reply to Whirlpool’s mediation statement, I 24 began preparation for the mediation, which occurred in early May in Boston, at Mr. 25 Green’s offices. Settlement negotiations were successful, and thereafter we (1) 26 engaged with defense counsel in preparation of the detailed settlement agreement; 27 and (2) turned to preparation of a joint motion to the Court for preliminary approval 28 of the settlement. That work continued through the summer and into the autumn.

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1 In late October 2015, I prepared for the hearing scheduled before Judge Olguin to 2 consider the parties’ proposed settlement. The hearing was held on October 25, 3 2015. Thereafter I reported back to my managing partner, Alan Rifkin, and to the 4 Plaintiffs. The remaining time, through the present, has been consumed with a 5 myriad of details regarding execution of the settlement agreement; multiple 6 communications with Plaintiffs, co-counsel and defense counsel; work on our 7 petition for attorneys’ fees (the vast bulk of which are not reflected in the attached 8 time sheets and are not being claimed for purposes of this Motion); and 9 consideration of objections to the proposed settlement by class members. 10 65. As is evident from the summary narrative above, the summary of time 11 spent attached as Exh. 2, and our detailed time records filed under seal as Exh. 3, 12 Liesel Schopler, from the outset, played an instrumental role in the prosecution of 13 this case. Throughout the entirety of the litigation, she had primary responsibility 14 for researching, identifying, analyzing and briefing the myriad of complicated legal 15 issues arising from this complex action on behalf of eighteen plaintiffs domiciled in 16 eleven states bringing suit under a multitude of state laws that differed from state to 17 state in their scope, language, application and exceptions. 18 66. Liesel also played the most significant role in identifying potential 19 Plaintiffs and maintaining excellent client relations with them throughout the 20 duration of the litigation. She and Ernie had primary responsibility for debriefing 21 the clients to obtain information necessary to answer the voluminous discovery 22 request propounded by Defendants, and she took responsibility for drafting the 23 discovery responses, which then had to be vetted repeatedly with the clients. 24 67. Having trained and supervised scores of associates and younger 25 partners throughout my career, I can say without hesitation that Liesel performed in 26 this case at the highest level I have ever seen for someone at her level of 27 experience. 28 68. Ernie Liberati (followed towards the end by Paul Butler) had principal

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1 control over our internal data base (including the pleadings files; all 2 correspondence; all discoverable materials and documents provided by Plaintiffs; 3 all dishwasher hardware shipped at his direction from a given Plaintiff to our firm 4 or to our experts; and voluminous documents culled from the many productions 5 made by Defendants (the data base for those documents was maintained by co-lead 6 counsel in Haverford, Pennsylvania, but Ernie had independent access to it). While 7 Ernie developed comprehensive indices for all of the documents and materials 8 under his control, his military training in and facility with multiple Far-Eastern 9 dialects enable him to retain enormous amounts of information in his head, and thus 10 he could usually locate quickly any document or item that we needed, without 11 recourse to his index. His technical background also aided him in understanding 12 various technical issues in the case and facilitating their explication. 13 69. Ernie also had principal responsibility for dealing with the hundreds of 14 consumers who contacted us throughout the duration of this litigation: He 15 developed a questionnaire that he issued to each of them, and then recorded the 16 information in his data base; he maintained telephone contact with those who 17 required it, and was kept quite busy throughout the litigation fielding questions by 18 phone and Internet regarding various aspects of the suit. 19 70. Finally, Ernie performed the traditional tasks of a paralegal, 20 summarizing depositions, key documents produced by Whirlpool and many other 21 documents pertinent to the litigation, and proofing, cite-checking, formatting, 22 finalizing and filing the pleadings, motions, oppositions, stipulations and other 23 papers filed throughout this litigation. He, too, functioned at an extremely hight 24 level throughout the course of this representation. Ernie’s retirement was a loss to 25 the team, but since then, Paul Butler has ably performed the same functions in 26 Ernie’s stead. 27 71. As noted toward the outset of this Declaration, Reuben Wolfson was 28 hired to review and summarize thousands of documents produced by Whirlpool,

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1 and his activities in this case were confined to that scope of work. While working 2 directly out of our office, he was supervised by co-lead counsel in Haverford (who 3 had chief responsibility for maintaining the Whirlpool data base and analyzing and 4 evaluating the documents). Reuben did an exceptional job in that regard, and on 5 the basis of his work, was invited to join the firm as a full-time associate. 6 72. The time summary (Exh. 2 hereto), as well as the detailed time reports 7 (Exh. 3 hereto, filed under seal) reflects time spent by Alan Rifkin, RWL’s 8 managing partner, principally engaged in consultations with me, as necessary, 9 regarding financial, tactical and strategic issues that presented throughout the 10 litigation. Much of his time has been written off. Scott Livingston was involved 11 throughout in client liaison with Steve Chambers and Lynn Van der Veer, and later 12 in discussions concerning public relations designed to identify additional 13 consumers who had experienced combusting Whirlpool-manufactured dishwashers. 14 He also conferred with me on issues concerning mediation strategy and calculation 15 of damages. Finally, paralegal Thaddeus Akum organized filed and digested 16 depositions. 17 73. The time summary (Exh. 2 hereto) is based on the detailed time 18 records that are filed under seal as Exh. 3, and is current through the end of April, 19 2016. The hourly rates reflected year to year were the standard rates charged by 20 each professional at RWL during that year, and in the case of 2016, reflect our 21 current hourly rates. Most of RWL’s legal work is performed on an hourly basis, 22 and the rates reflected in the summary and on the detailed time records were 23 charged to, and paid by, the vast majority of RWL’s clients during the years in 24 question. RWL’s lodestar through April 2016, taking the yearly rates charged by 25 the various professionals times the number of hours of work performed by each 26 professional during that year, amounts to $3,977,832.73. Expenses advanced 27 (which are delineated in Exh. 3 hereto filed under seal) through March 2016 28 amount to $362,763.16.

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1 74. Throughout the prosecution of this case, we endeavored to prevent the 2 duplication of work and avoid inefficiencies that might otherwise have resulted 3 from multiple firms working on the case. To that end, I was very careful in making 4 assignments, relying on each lawyer for work within his or her particular sphere of 5 concentration. In the event, I believe that we managed the matter as efficiently as 6 possible under the circumstances. One indication of that is that only four lawyers 7 (two partners – me and Tim Mathews – Tony Geyelin (who is Of Counsel to the 8 Chimicles firm) and then-associate Liesel Schopler) and one paralegal, Ernie 9 Liberati, accounted for over 60% of the collective hours and lodestar of Class 10 Counsel. 11 Further, Delarant saith naught. 12 I declare, under penalty of perjury, in accordance with 28 U.S.C. § 1746, that 13 the foregoing is true and correct. 14 Executed on May 6, 2016. 15 16 /s/ Charles S. Fax Charles S. Fax 17

21 22 23 24 25 26 27 28

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EXHIBIT 3 TO MOTION FOR AWARD OF ATTORNEYS’ FEES (REDACTED) Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 2 of 81 Page ID #:5435

1 2 Steven A. Schwartz, Esq. (pro hac vice) Timothy N. Mathews, Esq. (pro hac vice) 3 CHIMICLES & TIKELLIS LLP 4 361 West Lancaster Avenue Haverford, Pennsylvania 19041 5 Telephone: (610) 642-8500 6 Telecopier: (610) 649-3633 [email protected]; 7 [email protected] 8 Attorneys for Plaintiffs 9 10 11 UNITED STATES DISTRICT COURT 12 CENTRAL DISTRICT OF CALIFORNIA - WESTERN DIVISION 13 STEVE CHAMBERS, et al., all of whom Case No: 8:11-cv-01733-FMO-MLG 14 sue in their individual capacities and for all others similarly situated, DECLARATION OF TIMOTHY N. 15 MATHEWS IN SUPPORT OF Plaintiff, PLAINTIFFS’ MOTION FOR 16 AWARD OF ATTORNEYS’ FEES vs. AND EXPENSES 17 WHIRLPOOL CORPORATION, et al., The Honorable Fernando M. Olguin 18 Defendants. 19

20 21 I, Timothy N. Mathews, declare as follows: 22 1. I am co-lead counsel for Plaintiffs in this action, and a partner at the law 23 firm of Chimicles & Tikellis LLP in Haverford, Pennsylvania. I submit this 24 declaration in support of Plaintiffs’ Counsels’ Motion for an Award of attorneys’ fees 25 and expenses in connection with services rendered in this Action. 26 2. I have personal knowledge of the facts set forth in this declaration, except 27 for the background information on my colleagues, for which I have relied on 28 1 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 3 of 81 Page ID #:5436

1 information they have given me, and if called as a witness would testify competently 2 thereto. 3 3. My partner, Steven A. Schwartz, is also co-lead counsel for Plaintiffs in 4 this action, along with our co-counsel, Charles Fax. Mr. Schwartz has reviewed this 5 declaration and assisted in its preparation. 6 Information Regarding Chimicles & Tikellis LLP 7 4. Chimicles & Tikellis LLP (“C&T”) is a leading national class action law 8 firm with offices in Haverford, Pennsylvania and Wilmington, Delaware. A copy of 9 my firm’s resume is attached as Exhibit 1. For over 25 years, C&T’s attorneys have 10 concentrated in prosecuting class actions in federal and state courts across the country. 11 C&T has recovered billions of dollars on behalf of institutional, individual and 12 business clients in securities, corporate derivative, consumer, and antitrust litigation 13 nationwide. With top-to-bottom staffing and wide-ranging experience, C&T has 14 successfully litigated numerous cases where, like here, we have achieved exceptional 15 results. 16 5. My firm takes seriously its fiduciary duty to the classes it is appointed to 17 represent, and accordingly, has a longstanding culture that strives to obtain the 18 maximum recovery possible for our clients. For example, in the In re Apple 19 iPhone/iPod Warranty Litigation, No. 3:10-1610-RS (N.D. Cal.), Mr. Schwartz and I 20 served as Court-appointed co-lead counsel where we achieved $53 million non- 21 reversionary, cash settlement to resolve claims that Apple had improperly denied 22 warranty coverage for malfunctioning iPhones due to alleged liquid damage. Most 23 Class members were automatically mailed settlement checks for more than 100% of 24 the average replacement costs of their iPhones, net of attorneys’ fees. Similarly, in In 25 re Real Estate Associates Limited Partnerships Litigation, No. CV 98-7035 DDP 26 (C.D. Cal.), our Firm was Lead Trial Counsel in that class action asserting federal 27 securities law claims and claims for state law breaches of fiduciary duty on behalf of 28 investors. The jury returned a $185 million verdict (including $92.5 million in 2 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 4 of 81 Page ID #:5437

1 punitive damages) in favor of the investors. The $185 million verdict was among the 2 “Top 10” Verdicts of 2002, and was the first, and remains one of the largest, jury 3 verdicts in favor of plaintiffs in a case brought under the federal securities laws since 4 their amendment in 1995. The case was settled for $83 million, which represented a 5 full recovery for the investors. 6 6. I joined C&T after graduating with high honors from Rutgers School of 7 Law in 2003, where I was Lead Marketing Editor for the Rutgers Journal of Law and 8 Religion, a merit scholarship recipient, recipient of the 1L Legal Writing Award, and a 9 teaching assistant for the legal research and writing program. I have broad experience 10 prosecuting consumer, securities, antitrust, ERISA, and taxpayer class actions, 11 including significant appellate experience in the Third, Fourth, Ninth, and Eleventh 12 circuits. I am also a member of the Amicus Committee for the National Association 13 of Shareholder and Consumer Attorneys (NASCAT). I have been selected as a 14 “Rising Star” by Pennsylvania Super Lawyers on five occasions. I also serve as a 15 member of the Planning Commission for Lower Merion Township, Pennsylvania. 16 7. I am admitted to practice in the Commonwealth of Pennsylvania, the 17 state of New Jersey, the Eastern District of Pennsylvania; District of New Jersey, and 18 the United States Courts of Appeals for the Third, Fourth, Ninth, and Eleventh 19 Circuits. I am a member in good standing in every court to which I have been 20 admitted to practice, and have never been the subject of any disciplinary proceedings. 21 8. I have helped recover hundreds of millions of dollars for class members. 22 As noted above, I was Co-Lead counsel in the In re Apple iPhone Warranty 23 Litigation, and I contributed significantly to achieving the $53 million recovery in that 24 case. A few other representative cases in which I have had a lead role include: 25  Ardon v. City of Los Angeles (Superior Court, County of Los Angeles) 26 – I am co-lead counsel for the plaintiff in this class action against the 27 City of Los Angeles in which the parties recently received preliminary approval of a $92.5 million settlement. Before reaching the 28 settlement, in 2011, we won a landmark appeal in the Supreme Court 3 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 5 of 81 Page ID #:5438

1 of California, which established the rights of taxpayers to file class 2 action tax refund claims under the California Government Code. Ardon v. City of Los Angeles, 52 Cal. 4th 421 (2011). I am also co- 3 lead counsel in a related action, McWilliams v. City of Long Beach, in 4 which we won a second unanimous appeal in the Supreme Court of California, further solidifying the rights of California taxpayers. 56 5 Cal. 4th 613 (2013). I was instrumental in both appeals. 6  Rodman v. Safeway, Inc., (N.D.Cal.) – Mr. Schwartz and I are co-lead 7 counsel for the certified class in this action against Safeway, in which 8 we recently obtained a judgment for approximately $42 million, which represents 100% of the damages plus interest arising out of 9 grocery delivery overcharges. 10  In re Colonial Bancgroup, Inc. (M.D.Ala.) – I played a lead role in 11 achieving settlements totaling $18.4 million for shareholders in this 12 securities lawsuit involving one of the largest U.S. bank failures of all time. 13

14  In re Mutual Funds Investment Litig. (MDL 1586, D.Md.) – I served a central role for our firm as Lead Fund Derivative Counsel in this 15 MDL in this MDL arising out of the mutual fund market timing and 16 late trading scandal of 2003, which involved eighteen mutual fund 17 families and hundreds of parties, and resulted in numerous published decisions and settlements totaling over $250 million. 18 19 9. My partner Mr. Schwartz graduated from Duke Law School in 1987, 20 where he served as an editor and a senior editor of Law & Contemporary Problems. 21 He is admitted to practice in the Commonwealth of Pennsylvania, the Supreme Court 22 of the United States, the Courts of Appeals for the Third, Sixth, Eighth, and Ninth 23 Circuits, and the United States District Courts in the Eastern and Western Districts of 24 Pennsylvania, The Eastern District of Michigan, and the District of Colorado. He is a 25 member in good standing in every court to which he has been admitted to practice, 26 and has never been the subject of any disciplinary proceedings. Mr. Schwartz holds an 27 “AV” rating from Martindale Hubbel and has been named a “Super Lawyer” by Law 28 & Politics and the publishers of Philadelphia Magazine every year beginning in 2006. 4 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 6 of 81 Page ID #:5439

1 10. Mr. Schwartz has substantial experience in class litigation in state and 2 federal courts across the country. At the beginning of his legal career, he defended 3 class actions as an associate at Schnader Harrison Segal & Lewis. In 1990, he joined a 4 predecessor firm of our current partner Nicholas Chimicles and has concentrated in 5 prosecuting class actions since then. 6 11. Although it is exceedingly rare, Mr. Schwartz has served in a leadership 7 role in many successful class action consumer cases in which class members received 8 a net recovery approximating the full amount of their compensatory damages, in 9 addition to the Apple iPhone/iPod Warranty Litigation case discussed above: 10 • Wong v. T-Mobile, No. 05-cv-73922-NGE-VMM (E.D. Mich.). In 11 this billing overcharge case, Mr. Schwartz achieved a 100% net 12 recovery of the overcharges, with all counsel fees and expenses to be paid by T-Mobile in addition to the class members' recovery. 13 14 • Shared Medical Systems 1998 Incentive Compensation Plan Litig., March Term 2003, No. 0885 (Phila. C.C.P.). In this case on behalf of 15 Siemens employees, after securing national class certification and 16 summary judgment as to liability, on the eve of trial, Mr. Schwartz negotiated a net recovery for class members of the full amount of the 17 incentive compensation sought (over $10 million), plus counsel fees 18 and expenses. 19 • In re Pennsylvania Baycol: Third-Party Payor Litig., September 20 Term 2001, No. 001874 (Phila. C.C.P.) (“Baycol”). In this case 21 brought by health and welfare funds, after the court certified a nationwide class and granted plaintiffs’ motion for summary 22 judgment, the parties reached a settlement providing class members 23 with a net recovery that approximated the maximum damages (including pre-judgment interest) suffered by class members. That 24 settlement represented three times the net recovery of Bayer’s 25 voluntary claims process (which had been accepted by various large insurers like AETNA and CIGNA). 26 27 • In re Certainteed Corp. Roofing Shingle Products Liability Litigation, No, 07-MDL-1817-LP (E.D. Pa.). Mr. Schwartz served as 28 5 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 7 of 81 Page ID #:5440

1 Chair of Plaintiffs’ Discovery Committee in this defective shingle 2 case in which the parties reached a settlement valued at between $687 to $815 million by the Court. 3 4 • Wolens, et al. v. American Airlines, Inc. Mr. Schwartz served as plaintiffs' co-lead counsel in this case involving American Airlines’ 5 retroactive increase i n the number of frequent flyer miles needed 6 to claim travel awards. In a landmark decision, the United States Supreme Court held that plaintiffs’ claims were not preempted by the 7 Federal Aviation Act. 513 U.S. 219 (1995). After 11 years of 8 litigation, American agreed to provide class members with mileage certificates that approximated the full extent of their alleged damages, 9 which the Court, with the assistance of a court-appointed expert, 10 valued at between $95.6 million and $141.6 million.

11 • In Re ML Coin Fund Litigation, (Superior Court of the State of 12 California for the County of Los Angeles). Mr. Schwartz served as plaintiffs' co-lead counsel and successfully obtained a settlement 13 from defendant Merrill Lynch in excess of $35 million on behalf of 14 limited partners, which represented a 100% net recovery of their initial investments. 15

16 • Nelson v. Nationwide, March Term 1997, No. 045335 (Phila. C.C.P.). Mr. Schwartz served as lead counsel on behalf of a certified class 17 and, after securing judgment as to liability, negotiated a settlement 18 whereby Nationwide agreed to pay class members approximately 130% of their bills. 19 12. Mr. Schwartz also has significant experience in prosecuting appliance 20 defect class actions, including appliances manufactured and/or sold by Whirlpool ad 21 Sears. In particular, Mr. Schwartz served as Co-Lead Counsel in litigations resulting in 22 nationwide settlements against Whirlpool and Sears related to central control board 23 (CCU) failures and mold formation in front load washers. In re Sears, Roebuck & Co. 24 Front-Loading Washer Prods. Liab. Litig., 2016 U.S. Dist. LEXIS 25290 at *35 (N.D. 25 Ill. Feb. 29, 2016) (“Eligible class members will receive a complete, full-value, dollar- 26 for-dollar recovery of all costs they incurred to fix a CCU-related problem…. [T]he 27 settlement ‘provides as good, if not a better, recovery for Class Members than could 28 6 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 8 of 81 Page ID #:5441

1 have been achieved’ at trial.”); In re Whirlpool Corp. Front Loading washer Products 2 Litigation, 1:08-wp-6500, MDL No. 2001 (N.D. Ohio) (nationwide class settlement 3 pending). 4 C&T’s Role in the Early Stages of the Litigation 5 13. In May 2011, I was contacted by our client, W. David Beal, and began 6 investigating potential claims related to Whirlpool dishwashers catching fire. Our 7 client had purchased not one but two Whirlpool dishwashers that caught fire at the 8 control panel. The first control panel fire occurred in 2002. After Whirlpool offered 9 him a partial credit towards a new machine, Mr. Beal purchased a second Whirlpool 10 dishwasher, and the second dishwasher caught fire at the control panel in 2011. At that 11 time, Mr. Beal contacted me about bringing potential claims against Whirlpool, 12 primarily due to his altruistic concern that someone might one day be seriously injured 13 or killed as a result of a similar fire. Our investigation included legal and factual 14 research related to the potential claims. We were not aware at the time that any other 15 law firm was investigating similar claims. 16 14. In November 2011, we became aware that a class action lawsuit had been 17 filed by Plaintiff Steve Chambers and others. We promptly reached out to Mr. 18 Chambers’ counsel, Charles “Chuck” Fax and Rob Kitchenoff, to discuss coordinating 19 our lawsuit with theirs. We agreed to consolidate Mr. Beal’s action with the Chambers 20 action and began working closely with Messrs. Fax and Kitchenoff. 21 15. Throughout the litigation, my firm took an active role in devising 22 litigation strategy, researching and developing claims, drafting the amended 23 consolidated pleadings, and responding to Whirlpool’s motion to dismiss, conducting 24 party and third-party discovery, conducting independent investigation and working 25 with experts, and developing settlement strategy. I was also particularly instrumental 26 in all aspects of our litigation strategy relevant to the engineering issues related to the 27 alleged defect, including identifying key facts pertinent to liability, directing discovery 28 and factual investigation, developing settlement components and structures, and 7 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 9 of 81 Page ID #:5442

1 identifying and working closely with our experts. A summary of some of the key 2 contributions made by our firm follows. 3 Drafting Complaints And Oppositions To Motions To Dismiss, And 4 Meeting With The CPSC 5 16. In early 2012, our firm took an active role in assisting with the drafting of 6 the Second Amended Complaint (“SAC”). Our firm also took an active role in drafting 7 the opposition to the SAC. I had primary responsibility for researching and drafting 8 several sections dealing with strict product liability and negligence under state laws. 9 17. Later in 2012, our firm also made significant contributions to drafting the 10 Third Amended Complaint (“TAC”), and to drafting Plaintiffs’ opposition to motions 11 to dismiss the TAC. Then in 2013 we significantly contributed to the drafting of the 12 Fourth Amended Complaint (“FAC”), as well as the opposition to the Motion to 13 Dismiss the TAC. 14 18. In April 2012, I also prepared for and participated in a meeting with the 15 Consumer Product Safety Commission in Washington, D.C., along with Chuck Fax 16 and Rob Kitchenoff, during which Plaintiffs’ counsel explained the evidence we had 17 gathered thus far concerning the defect and potential dangers to consumers. 18 C&T’s Role In Document Discovery 19 19. C&T had a central role in virtually all defendant and third-party discovery 20 that took place in the case, and C&T also organized and supervised the entire 21 document review process, which was massive. 22 20. Initially, I had primary responsibility for drafting Plaintiffs’ initial 23 requests for production of documents and interrogatories to defendants’ Whirlpool and 24 Sears. 25 21. Throughout discovery, Whirlpool made at least twenty productions of 26 documents and produced three databases, and Sears made at least seven productions of 27 documents and produced four databases. In total, both defendants produced in excess 28 8 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 10 of 81 Page ID #:5443

1 of 125,000 documents, totaling over 350,000 pages1, and seven databases. Due to the 2 nature of the defect at issue, involving alleged defective electrical connections, most of 3 these documents were highly technical and complex in nature. Thus, the burden to 4 review, analyze, and assimilate them into a comprehensive story that could be told at 5 trial was quite significant. 6 22. In order to facilitate review of this massive document production, my 7 firm, under my guidance and supervision, created an electronic document repository. 8 All documents produced by Whirlpool and Sears were hosted on our servers, and 9 document reviewers from other Plaintiffs’ firms were provided remote, online access 10 to review and code documents. 11 23. I also spearheaded creation of the document review protocol to simplify 12 the process. In order to facilitate efficient first-level review, the coding procedure 13 utilized simple check boxes to enable coders to quickly and easily code for relevant 14 information. The documents were coded in four ways: (1) by level of significance 15 (e.g., hot, relevant, irrelevant, etc.); (2) by document type (e.g., handwritten notes, 16 emails, etc.); (3) by certain specific topics, if applicable (e.g., testing, marketing, Sears, 17 etc.); and (4) by relevant state, if applicable. Coders were asked to provide “attorney 18 notes” solely for documents that were marked “hot.” Thus, by virtue of utilizing check 19 boxes, which only needed to be clicked (i.e., coders were not required to type data into 20 fields), the process of coding was greatly simplified in order to facilitate efficient first- 21 level review. 22 24. As to the initial training for these reviewers, we held conference calls to 23 train reviewers on the electrical engineering concepts they would need in order to have 24 a basic understanding of the nature of the defect, some of the terminology reviewers 25 could expect to encounter, and some of the kinds of documents to keep an eye out for. 26 1 27 The number of “pages” reported here actually understates the true number of pages produced because over 12,000 of the “pages” were Excel spreadsheets, many of which 28 constitute many pages but are counted as only one page. 9 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 11 of 81 Page ID #:5444

1 25. Under my and Mr. Schwartz’s direct supervision, my firm also assigned a 2 highly-experienced document review attorney to serve as the primary point of contact 3 for all document reviewers, Anthony Geyelin. A graduate of the University of Virginia 4 and a cum laude graduate of Villanova Law School, where he served as associate 5 editor of the Villanova Law Review and won the corporate law prize, Mr. Geyelin has 6 been of Counsel to C&T for over a decade and, among his prior accomplishments, 7 previously served as Chief Counsel and Acting Insurance Commissioner with the 8 Pennsylvania Insurance Department. In many cases, like this case, Mr. Geyelin 9 performs a central role to the entire discovery and trial preparation process, including: 10 overseeing and coordinating other reviewers; preparing summaries, digests, 11 chronologies, lists of acronyms, and information concerning key witnesses; identifying 12 documents to be shared with experts and working with experts; and identifying and 13 organizing key documents for depositions, motions, and trial. Mr. Geyelin excels at 14 managing large document review projects and is routinely complimented by our co- 15 counsel for his abilities in doing so. 16 26. Here, in addition to assisting in reviewing and coding documents, Mr. 17 Geyelin supervised the entire document review process on a day-to-day basis. Among 18 his duties, he trained document reviewers, supervised the progress of the review and 19 assigned ranges to all reviewers, ensured quality control of the coding, and created and 20 maintained numerous documents to facilitate the review and subsequent litigation, 21 including a “cast of characters,” acronym list, a spreadsheet of significant claims, and 22 other documents. Mr. Geyelin also routinely corresponded with document reviewers, 23 answered their questions and questions from non-reviewer attorneys, and served as the 24 interface with me when it came to answering questions that arose as to how the review 25 should proceed. He was also routinely called on by Co-Lead Counsel and our experts 26 to identify facts and documents relevant to pertinent issues in the case. 27 27. Mr. Geyelin and I also instituted a process whereby all reviewers emailed 28 daily, short summaries of hot documents they had encountered in order to educate all 10 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 12 of 81 Page ID #:5445

1 reviewers of the most important documents others were finding, and to apprise non- 2 reviewer attorneys of new important information discovered during the document 3 review. All document reviewers reported this information to Mr. Geyelin on a daily 4 basis, and he compiled and maintained the data, and also copied those important hot 5 docs into a separate file where they could be easily retrieved later. The list of hot 6 document summaries was later used to distill important information for second-level 7 review. 8 28. My firm was also essential in synthesizing the results of the massive 9 document production, for purposes of developing our factual and legal theories, 10 working with experts, preparing for depositions, preparing for mediations, and 11 preparing for summary judgment and trial. Given the massive amount of documents 12 produced throughout the litigation, and the level of complexity, this was no small 13 effort. 14 29. One of the first such efforts to synthesize the massive document discovery 15 occurred in mid-2013, prior to the first mediation session. At that time, my firm took 16 primary responsibility for performing a second-level document review of hot 17 documents that had been identified to date, and developed much of the core factual 18 argument which underpinned Plaintiffs’ claims. Towards that effort, our Senior 19 Counsel, Christina Saler, with substantial assistance from Mr. Geyelin, and under my 20 supervision, performed an in-depth second level review of hot documents and drafted a 21 detailed memorandum of key facts. 22 30. Ms. Saler has over a decade of experience representing plaintiffs in 23 securities and consumer class actions and has achieved significant recoveries for her 24 clients. She graduated with honors from Rutgers School of Law in 2003 where she 25 served as Lead Articles Editor for the Rutgers Law Journal. She is admitted to 26 practice in the Commonwealth of Pennsylvania, the State of New Jersey, the United 27 States Third Circuit Court of Appeals, the United States District Court for the Eastern 28 District of Pennsylvania and the United States District Court for the District of New 11 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 13 of 81 Page ID #:5446

1 Jersey. She is a member in good standing in every court to which he has been admitted 2 to practice, and has never been the subject of any disciplinary proceedings. Ms. Saler 3 has distinguished herself amongst her peers and was named a “Pennsylvania Super 4 Lawyers Rising Star” in 2011, 2012 and 2013. 5 31. Mr. Geyelin and Ms. Saler worked closely together to review and identify 6 the most important hot documents identified to date, and distilled those documents into 7 a memorandum explaining many of the key documents and facts. As part of their 8 second-level review, Ms. Saler and Mr. Geyelin selected certain documents from 9 which key data could be extracted and synthesized into compilations that depicted the 10 total number of dishwasher fires per control panel platform across all brand lines, the 11 years in which these dishwasher fires were reported, and the average months in service 12 for these defective dishwashers. These compilations were prepared by support staff at 13 their direction and incorporated into the memorandum. 14 32. For the memorandum, Ms. Saler and Mr. Geyelin also spearheaded the 15 preparation of additional compilations that (a) depicted the amount of money paid by 16 Whirlpool to certain consumers for property damage caused by dishwasher fires and 17 (b) tracked Whirlpool’s communications with the CPSC, ESA and UL. At the direction 18 of Ms. Saler and Mr. Geyelin, these compilations were prepared by Mr. Geyelin and 19 our co-counsel, Reuben Wolfson and Howard A. Pollak. 20 33. At that point in time, Plaintiff’s counsel were also working closely with a 21 consulting expert, Jerry Ferguson, a highly regarded engineering expert on dishwasher 22 design and operation. I, along with Mr. Geyelin and Ms. Saler, selected documents 23 that were provided to our consulting expert in order to inform his opinions and 24 routinely participated in conference calls with him concerning the facts and bases for 25 their opinions. Throughout the case, and in particular during the preparation of the 26 second-level review memorandum and the mediation statement, I, often joined by Mr. 27 Fax, Mr. Schwartz, Ms. Saler, Mr. Geyelin, and other counsel, also held numerous, 28 lengthy conference calls with Plaintiff’s consulting expert in developing Plaintiffs’ 12 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 14 of 81 Page ID #:5447

1 legal and factual theories, and developing potential settlement structures. I was 2 particularly instrumental in these discussions given my practical knowledge concerning 3 electrical engineering concepts, and I frequently served as an intermediary who could 4 assist with developing Plaintiffs’ litigation, mediation and settlement positions based 5 on information provided by our expert, and similarly was able to propose potential 6 engineering solutions for discussion with the expert. 7 C&T’s Role in the First Round of Mediation 8 34. Once the parties agreed that the Action would be mediated, our firm took 9 an active role in identifying potential mediators. Mr. Schwartz had previously 10 mediated before Professor Green, including in his successful Siemens case. 11 35. Mr. Schwartz and I took an active role in the preparation of mediation 12 papers. My firm worked closely with co-counsel as we synthesized the various 13 sections of the mediation brief and refined it for submission. 14 36. I took primary responsibility for the factual portion of Plaintiffs’ 15 mediation statement. In distilling that summary of the factual bases for Plaintiffs’ 16 claims, I carefully reviewed all documents referenced in the second-level review 17 memorandum, conducted additional review and factual research, and conducted several 18 conference calls with Plaintiffs’ consulting expert Jerry Ferguson, a highly regarded 19 engineering expert on dishwasher design and operation, to prepare for the mediation. 20 Given the highly technical nature of the claims, it was critical to have someone with 21 technical knowledge work on this portion of the mediation statement. I also frequently 22 called upon Mr. Geyelin and Ms. Saler to supply facts and data to support Plaintiffs’ 23 mediation statement. 24 37. Mr. Schwartz also significantly contributed to the drafting of the class 25 certification and requested relief sections of the mediation brief, as well as the 26 introduction. Mr. Schwartz’ work on the class certification discussion, and for our class 27 certification strategy generally, was informed by his trial court and appellate work in 28 securing and sustaining the groundbreaking certifications of the FLW Mold and 13 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 15 of 81 Page ID #:5448

1 Control Panel/CCU claims against Whirlpool and Sears. See Butler v. Sears, 2011 2 U.S. Dist. LEXIS 157499 (N.D. Ill. Sept. 30, 2011) (cited nearly 50 times); Butler v. 3 Sears, 702 F.3d 359, 361 (7th Cir. Ill. 2012)(cited over 100 times); Butler v. Sears, 4 Roebuck & Co., 727 F.3d 796 (7th Cir. Ill. 2013)(cited nearly 350 times); In re 5 Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., 2010 U.S. Dist. LEXIS 6 69254, 3-4 (N.D. Ohio July 12, 2010)(cited over 50 times); Glazer v. Whirlpool Corp. 7 (In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig.), 678 F.3d 409 (6th 8 Cir. Ohio 2012) (cited nearly 175 times); Glazer v. Whirlpool Corp. (In re Whirlpool 9 Corp. Front-Loading Washer Prods. Liab. Litig.), 722 F.3d 838, 844 (6th Cir. Ohio 10 2013)(cited over 300 times). 11 38. Mr. Schwartz and I were also very active with respect to developing 12 mediation and settlement strategy, as well as conducting negotiations during the 13 mediation. Among other things, we were active in developing and proposing potential 14 settlement structures prior to mediation and we had several telephonic and in-person 15 conferences with co-counsel to prepare for the initial two-day mediation session. I was 16 also actively working with our non-testifying consulting expert, Jerry Ferguson, to 17 determine the potential viability of means to retrofit dishwashers, or to replace 18 component parts, to reduce or eliminate the risk of fires. 19 39. During those late 2013 and early 2014 mediation sessions, we were active 20 participants in advocating for class members, attempting to find practical solutions to 21 difficult problems, proposing creative ideas, and bridging gaps to achieve a successful 22 result. Unfortunately, the parties were not able to reach a final agreement during those 23 mediation sessions, and active litigation resumed in earnest. 24 C&Ts’ Role in the Critical post-Mediation Litigation 25 40. Along with Co-Lead Counsel Mr. Fax, I spearheaded many of the next 26 steps in the discovery process after the unsuccessful mediation. I believe it was largely 27 this further discovery, through which we developed strong additional evidence and 28 continued to assemble a very compelling case, that, at least in significant part, led 14 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 16 of 81 Page ID #:5449

1 Whirlpool to request further mediation and ultimately settle the case. As set forth 2 below, that work included, just as examples: substantial additional second-level 3 review, analysis, and synthesis of Defendants’ document productions; depositions of 4 Whirlpool and Sears’ employees and designees; critical discovery from Whirlpool’s 5 component part suppliers; research and analysis of numerous house fires believed to be 6 caused by Whirlpool dishwashers; discovery from dozens of homeowners insurance 7 companies concerning dishwasher fires; and inspections of dozens of burned 8 dishwashers and control boards. 9 41. Depositions: Immediately after the failed mediation in March 2014, we 10 began preparation to take depositions, as well as seeking to identify potential testifying 11 experts. In the spring of 2014, my firm, under my direction and supervision, took the 12 lead in preparing for the multiday depositions of Whirlpool’s designees, Director of 13 Global Product Safety, Larry Latack, and Principle Engineer for dishwashers, Ryan 14 Roth. These were critical depositions, and the task of preparation was substantial 15 given the scope of the issues and the size of the document production. Our preparation 16 began with further intense second-level review, primarily by Tony Geyelin, of 17 thousands of documents which had been marked hot during the document coding 18 process. From these, Tony and I identified hundreds of documents for potential use at 19 depositions. Over the course of numerous days thereafter, Chuck Fax and I, assisted 20 by Tony Geyelin and Reuben Wolfson, poured over the documents, organized them by 21 topic and priority, and constructed outlines for the Latack and Roth depositions. 22 Chuck Fax and I took these critical depositions over the course of two weeks in St. 23 Joseph, Michigan in May 2014. Mr. Fax took the two-day deposition of Larry Latack, 24 which I second chaired, and I took the two-day deposition of Mr. Roth, which Mr. Fax 25 second-chaired. 26 42. As Principle Engineer for dishwashers, Mr. Roth was the key Whirlpool 27 engineer responsible for design and testing issues related to the overheating issue. He 28 had attended and made an extensive presentation at the 2014 mediation. Whirlpool 15 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 17 of 81 Page ID #:5450

1 designated Mr. Roth to serve as its designee with respect to a wide array of engineering 2 topics, including: control board fires or overheating events in Whirlpool dishwashers; 3 the design and testing of the control boards and terminal/connectors in the dishwasher; 4 the design life of Whirlpool’s dishwashers; differences and models and design of 5 Whirlpool’s various dishwashers; changes made to the design and manufacture of the 6 control boards and terminal connections of the dishwasher; the use of failure modes 7 and effects analysis, FMEA, on the dishwasher; use of reliability and life tests related 8 to the dishwasher; the use of thermal cut-offs in the dishwasher; the use of Molex and 9 RAST connectors for the heating element in the dishwashers; the use of thermal fuse 10 links in the dishwashers; and communications regarding the initiation of a Product 11 Hazard Management study (“PHM”) Whirlpool conducted concerning control board 12 fires, to name a few. 13 43. Likewise, Mr. Latack, Whirlpool’s Director of Global Product Safety, 14 provided critical testimony concerning Whirlpool’s knowledge of control board 15 overheating events, Corporate policies concerning disclosures to consumers, policies 16 for refunds and replacements for control board fires, and Whirlpool’s communications 17 with the CPSC, among other topics. 18 44. Subsequently, Mr. Fax and I also prepared for the deposition of Sears’ 19 employee Jerry Chavers, which Mr. Fax took and I second-chaired in Austin, Texas in 20 June 2014. Mr. Chavers testified concerning Sears knowledge of the control board 21 defect, among other things. 22 45. Through these depositions, Mr. Fax and I were able to develop key facts, 23 and obtain critical omissions, which we believed strengthened our case significantly. 24 46. Experts: In addition to our consulting expert Mr. Ferguson, in 2014 we 25 retained two highly acclaimed electrical engineers, Michael Pecht, Ph.D, and James 26 Martin, P.E., to serve as testifying liability experts. 27 47. I identified Mr. Martin as a potential expert witness in early 2014, shortly 28 after the failed mediation, by conducting research into publicly available information 16 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 18 of 81 Page ID #:5451

1 concerning Whirlpool dishwasher fires. Mr. Martin has been a practicing electrical 2 engineer for 45 years and has testified over 100 times as an electrical engineering 3 expert in federal and state court depositions and trials. In 49 of those cases, Mr. Martin 4 expressed his opinion as to causation of fires involving household electrical appliances, 5 thirteen of which concerned fires in Whirlpool-manufactured dishwashers, including 6 five fatalities. His most recent case involving Whirlpool dishwashers was the McCoy 7 case in Kansas, in which Mr. Martin, appearing for the decedent’s family, concluded 8 that the fatal fire was caused by a defectively designed electrical connection, similar to 9 the one at issue in this case. In the McCoy case, the jury returned a verdict for 10 plaintiffs. 11 48. We also retained Dr. Pecht in August 2014, with whom Mr. Schwartz and 12 I have worked with on other cases, including the Apple iPhone case and the 13 Whirlpool/Sears FLW CCU case, both of which settled for full recoveries (and, in the 14 case of Apple iPhone, more than a full recovery). Dr. Pecht is the founder and Director 15 of the CALCE Electronic Products and Systems Center, and the George Dieter Chair 16 Professor in Mechanical Engineering, at the University of Maryland.2 Dr. Pecht’s 17 credentials are truly outstanding. He is a world-renowned expert and has consulted 18 with over eighty major international electronics companies on electronics design, 19 manufacture, testing, reliability and safety, including Intel, Texas Instruments, Dell, 20 AMP, Nortel, Nokia, Ericson, Emerson, Honeywell, Boeing and others. He has written 21 over thirty books and 700 articles on electronic product design, manufacture, testing, 22 reliability and supply chain management. Dr. Pecht has also served as an expert 23 witness in these fields numerous times, including several investigations conducted on 24 behalf of U.S. Congressional committees. 25 49. Mr. Fax and I worked very closely with both Mr. Martin and Dr. Pecht 26 over the course of many months. Among other things, we participated in numerous 27

28 2 “CALCE” is an acronym for “Center for Advanced Life Cycle Engineering.” 17 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 19 of 81 Page ID #:5452

1 conference calls with both experts, we selected and shared relevant documents with 2 them, we reviewed and commented on draft expert reports, we participated in 3 inspections of dozens of burned dishwashers and dishwasher parts, and met with both 4 experts on several occasions. Both experts completed extensive reports, which were 5 served on Whirlpool on September 22, 2014. We believe these were reports were very 6 strong, and significantly contributed to Whirlpool’s suggestion a few month later that 7 we re-engage in mediation. 8 C&T’s Role in Non-Party Discovery and Independent Fact Investigation 9 50. I also took a lead role in third-party discovery and significant the fact 10 investigation outside of the formal discovery process. I believe this investigation and 11 third-party discovery was among the most fruitful discovery in the case. 12 51. The defect at issue in this case involves electrical connections to the 13 control board, which rely on a tab terminal, a female connector, and a plastic housing. 14 The tab terminal is manufactured by a company called Zierick. The female connector 15 and housing are manufactured by a company called Molex. The control board, to 16 which these pieces are connected, is manufactured by Jabil. At my direction, in mid- 17 2014 we subpoenaed Molex and Jabil (which subpoenas were drafted by our co- 18 counsel at Lieff Cabraser), and also conducted in-depth investigation of publicly 19 available information concerning these parts. One of the key allegations in the case 20 was that Whirlpool failed to utilize a locking connector, which resulted in the 21 connections becoming loose over time, which leads to resistance heating and thermal 22 runaway. Through our investigation, we discovered that both Zierick and Molex 23 recommended using some kind of positive locking feature with their respective parts, 24 but Whirlpool ignored that recommendation and used a connection that had not 25 positive locking feature. 26 52. In late-2014 and early-2015, we also undertook a lengthy investigation 27 into serious house fires reportedly linked to Whirlpool dishwashers. At my direction, a 28 team of attorneys and paralegals in my firm and Mr. Fax’s firm began investigation of 18 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 20 of 81 Page ID #:5453

1 news reports over the past several years where serious house fires had been linked to 2 dishwashers. For those fires, we undertook investigation, including contacting 3 homeowners and obtaining fire department reports, to try to determine the potential 4 cause of the fire as well as the brand of dishwasher at issue. We used photos and other 5 information to try to make initial assessments whether the fire could have resulted from 6 a control board fire. For those that we suspected of involving the defect at issue in our 7 case, we conducted further investigation, which typically included subpoenaeing the 8 homeowner’s insurance company for fire investigation records and, where possible, 9 obtaining remnants of the dishwasher. Through this investigation we identified several 10 serious house fires which we suspected of being caused by the control board defect at 11 issue in our case. One of those involved an historic landmark in Jefferson, Texas, 12 called the Pride House, which was the oldest Bed & Breakfast in the state of Texas and 13 totally destroyed due to the fire, which had been linked to the dishwasher. It is worth 14 noting that the fire at the Pride House occurred in 2013 and that Whirlpool participated 15 in destructive testing of the dishwasher evidence in September 2014 without ever 16 notifying Plaintiffs of the fire or the intent to conduct destructive testing. We learned 17 of the Pride House fire from news reports through our own investigation only after the 18 destructive testing took place, and managed to obtain the remaining dishwasher pieces 19 solely by virtue of the stroke of good luck that the investigator for the insurance 20 company had not gotten around to disposing of them yet. Other serious house fires 21 which we identified as potentially related to the defect at issue in our lawsuit included 22 the complete loss of a Victorian home in Newton, Massachusetts, a near-total loss of a 23 home in Mooresville, North Carolina, and several other serious fires which we were 24 investigating. 25 53. As an outgrowth of those investigations, at my direction Plaintiff’s 26 counsel also served 48 subpoenas on homeowners insurance companies concerning 27 fires that may have been linked to Whirlpool dishwashers. 28 19 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 21 of 81 Page ID #:5454

1 54. Around the same time, in early 2015 I spearheaded a challenge to 2 Whirlpool’s Confidentiality designations for a large number of documents. An 3 attorney from the Lieff Cabraser firm and I drafted the brief for the Plaintiffs. In 4 addition to challenging confidentiality, the brief allowed us an opportunity to outline 5 some of the key pertinent facts reflected in Whirlpool’s documents. Soon after filing 6 that brief, while at the same time we were actively pursuing discovery from 7 homeowner’s insurance companies, Whirlpool approached us about participating in 8 further mediation. 9 C&T’s Role in the 2015 Mediation that Resulted in the Settlement 10 55. On May 4 and 5, 2015, the parties engaged in a second round of 11 mediation before Prof. Green, which led to the Settlement of this case. In our view, the 12 litigation pressure generated from the fact and expert discovery that Class Counsel 13 conducted after the 2014 mediation failed was a significant factor in bringing 14 Whirlpool back to the table. 15 56. As with the 2014 mediation, Mr. Schwartz and I played significant role 16 the negotiations, including negotiations related to the structure of the Settlement and, 17 just as important, the structure of the notice and claims administration process. In 18 particular, we negotiated a robust notice and claims program that included a procedure 19 by which certain Class members would be prequalified for specified dollar amounts 20 and would need only to check a few boxes and verify their contact information to 21 receive payment. As more fully detailed elsewhere, the settlement provides wide- 22 ranging relief for Class members, as well as for non-Class members who own certain 23 models of Whirlpool-manufactured dishwasher, and also requires new safety 24 instructions for service personnel, and numerous forms of notice, including over 4 25 million direct notices and notice on the packaging for replacement parts. 26 57. Mr. Schwartz and I also played a prominent role in negotiating and 27 drafting the settlement papers, including all notices and exhibits, which was 28 20 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 22 of 81 Page ID #:5455

1 particularly time intensive given the wide ranging settlement benefits and the fact that 2 there were numerous versions of tailored notices required. 3 C&T’s Role in Monitoring the Notice and Claims Administration Process 4 58. My firm understands the importance of not only negotiating a favorable 5 notice and claims administration process, but also of carefully monitoring the process. 6 This aggressive and proactive role in evaluating the efficacy of the notice and claims 7 process is an obligation we take seriously. 8 59. For example, my paralegal, Phuong Ngo, and I audited thousands of 9 individual Whirlpool, Sears, and CPSC records to ensure that all Class members who 10 are entitled to be prequalified under the settlement were in fact prequalified. This was a 11 significant effort, as each record need to be reviewed individually to determine 12 whether, based on the facts reflected in comments written by Whirlpool or Sears 13 customer service personnel, the Class member was entitled to be prequalified. As the 14 decision required an intricate understanding of the defect at issue, as well as the terms 15 of the settlement, much of the audit process required my personal attention. Initially 16 Whirlpool had identified just 639 Prequalified dishwasher owners. Through the audit 17 process, we persuaded Whirlpool to prequalify an additional 1,952 dishwasher owners, 18 for a total of 2,591 Prequalified persons. 19 60. Mr. Schwartz and I also regularly review and analyze the interim claims 20 status reports from the Settlement Administrator and raise appropriate questions with 21 the administrator and with Whirlpool to make sure the process is running smoothly. 22 Based on prior experience, we expect to spend a significant amount of additional time 23 on claims administration work through the final approval of the Settlement and 24 beyond. 25 61. The foregoing is merely a summary of some of the highlights of my firm’s 26 participation in this action. We contributed significantly to the litigation and mediation 27 and class members’ claims and believe we have achieved an excellent outcome for 28 consumers. 21 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 23 of 81 Page ID #:5456

1 C&T Lodestar and Expense Information 2 62. During the litigation, my firm kept contemporaneous time and expense 3 records. The schedule attached as Exhibit 2 is a summary derived from our daily time 4 records plus the underlying daily time entries that reflects the amount of time spent by 5 the partners, attorneys, and other professional support staff of my firm who were 6 involved in the work described above and the contemporaneously-entered description 7 for the work reflected in each time entry. This work was performed in concert with co- 8 counsel in this Action, and the lodestar calculation based on my firm’s current billing 9 rates from inception of the case through March 31, 2016, as well as the status of the 10 billing person (partner, associate, or paralegal) and number of years admitted to the bar 11 (or its equivalent). Exhibit 2 does not include any billable time incurred after March 12 31, 2016, or in connection with work related to the fee motion or any fee negotiations 13 in connection with the mediation sessions before Professor Green. We have also 14 removed the work performed by lawyers and paralegals who spent less than 25 hours 15 in the litigation. Based on my experience, and our track record overseeing the notice 16 and claims process as vigorously as the underlying litigation, we expect to spend 17 substantial additional time to shepherd the case through final approval and any possible 18 appeals, and to ensure that Defendants and the Settlement administrator fairly process 19 and pay all relief as required under the Settlement. 20 63. The total number of hours expended on this litigation by my firm from 21 inception through March 31, 2016 on the work described above is 5,992.75. The total 22 lodestar expended on this litigation by my firm from inception through March 31, 2016 23 is $2,891,706.25. 24 64. My firm’s lodestar figures are based on the firm’s current billing rates. 25 Expense items are billed separately, and such charges are not duplicative in my firm’s 26 billing rates. 27 65. The hourly rates for the partners, attorneys, and professional support staff 28 in my firm included in Exhibit 2 are the same as the usual and customary hourly rates 22 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 24 of 81 Page ID #:5457

1 currently charged for their services in similar complex class action litigation matters. 2 They are also the same rates that are billed to and paid by my firm’s non-contingent, 3 hourly bill-paying clients. 4 66. My firm’s rates as reflected in the lodestar reports attached hereto are 5 within the range of market rates charged by attorneys of equivalent experience, skill, 6 and expertise. We set our rates based on an analysis of rates charged by our peers and 7 approved by courts throughout the country. Over the past two decades, our rates have 8 been approved by state and federal courts throughout the country, including successful 9 consumer class cases where my firm served as lead class counsel. See, e.g., Johnson et 10 al. v. W2007 Grace Acquisition I Inc. et al., Case No. 2:13-cv-2777 (W.D. Tenn.), at 11 ECF #135 (opinion filed Dec. 4, 2015) (“Both the hours spent and the hourly rates [by 12 lead counsel Chimicles & Tikellis LLP] are reasonable given the nature and 13 circumstances of this case, and the applied lodestar multiplier is at the low end of the 14 range regularly approved in securities class actions”); Henderson v. Volvo Cars of N. 15 Am., LLC, 2013 U.S. Dist. LEXIS 46291 *4-47 (D.N.J. Mar. 22, 2013) (C&T’s rates 16 “are entirely consistent with hourly rates routinely approved by this Court in complex 17 class action litigation”); In re Philips/Magnavox TV Litig., 2012 U.S. Dist. LEXIS 18 67287, 44-48 (D.N.J. May 14, 2012) (“The Court finds the billing rates to be 19 appropriate and the billable time to have been reasonably expended.”); In re 20 PaineWebber Limited Partnerships Lit., 94 Civ. 8547 (S.D.N.Y.), Opinion and Order 21 dated March 27, 1998 (approving the Firm’s billed hours and rates in case where firm 22 was Lead Counsel in settlement resulting in $200 million recovery); In re Prudential 23 Sec. Ins. Limited Partnerships Lit., 985 F. Supp. 410, 414 (S.D.N.Y. 1997) (approving 24 my Firm’s rates and hours billed in case where my Firm was on Plaintiffs’ Executive 25 Committee in settlement resulting in a $130 million recovery). 26 67. Although my firm primarily receives compensation on a contingent basis 27 in connection with class action and derivative litigation, my firm also receives 28 compensation for its attorneys on an hourly basis in connection with certain matters. 23 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 25 of 81 Page ID #:5458

1 Absent special billing agreements, the hourly rates we bill our hourly clients are the 2 same rates we bill for our contingent cases. For example, Mr. Schwartz has been paid 3 his full billing rate for hourly work, including by medical provider clients who first 4 retained him to defend against lawsuits brought by insurance companies for 5 disgorgement of payments made by those insurers and subsequently to serve as lead 6 counsel in connection with class cases they brought as class representatives against the 7 insurers to compel payments wrongfully withheld to them and other medical providers. 8 My firm has also been paid our normal billing rates on a non-contingent hourly basis 9 by a wide array of clients, including trust beneficiaries, class action defendants, private 10 investors, etc. My firm was also recently retained by the Pennsylvania State 11 Employees’ Retirement System (“SERS”) to represent that entity as representative 12 plaintiff in securities fraud litigation. As part of that retention, SERS negotiated and 13 agreed to a contingent fee contract that provided for fees based, in part, on C&T’s 14 normal billing rates. 15 68. As detailed in Exhibit 3, my firm has incurred a total of $102,393.19 in 16 unreimbursed expenses from the inception of this Action through March 31, 2016 in 17 connection with the performance of the work described above. 18 69. The expenses incurred by my firm in this action are reflected on the books 19 and records of my firm. These books and records were prepared from expense 20 vouchers, check records, and other similar source materials and represent an accurate 21 recordation of the expenses incurred. 22 70. Attached as Exhibits 4 and 5 respectively, which are filed under seal, are 23 my firm’s detailed time and expense reports. 24 71. In the Whirlpool/Sears FLW CCU Litigation settlement, which had a 25 similar contested fee/expense procedure, after class counsel there filed their fee and 26 expense petition, they provided counsel for Whirlpool with additional details/backup 27 regarding the requested expenses and Whirlpool and class counsel were ultimately able 28 to reach agreement on the amount of expenses. The parties have agreed to follow the 24 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 26 of 81 Page ID #:5459

1 same procedure here and hope to reach agreement on expenses. To the extent the 2 parties are unable to reach agreement, they will delineate the areas of disagreement in 3 Defendants’ opposition to this motion and Plaintiffs’ Reply, and supply the Court with 4 any backup materials/receipts as appropriate 5 Settlement Valuation Information 6 72. Class Counsel believe that the lodestar method should be used to 7 determine the appropriate fee award in this case. However, should the Court determine 8 to utilize a percent of the recovery cross check, I have compiled certain relevant 9 information as follows. 10 73. A total of 2,591 Class members and non-Class dishwasher owners have 11 been Prequalified to receive cash payments. The average Prequalified amount is 12 $161.57. 13 74. I am informed by the Settlement Administrator that, as of April 28, 2016, 14 119,715 claims have been submitted, consisting of 5,556 claims received in the mail 15 and 114,159 online claims. Of the online claims, 11,184 are for a rebate and 16 reimbursement of out-of-pocket expenses, 8,865 are for reimbursement of out-of- 17 pocket expenses only, and 94,110 are for rebates only. Thus, a total of 20,049 18 reimbursement claims have been submitted online, and 105,294 rebate claims have 19 been submitted online. Of the reimbursement claims, 438 to date are Prequalified 20 claims. The Settlement Administrator has not yet processed the mailed claims; 21 however, assuming the same ratio applies, I expect approximately 17.5%, or 975 22 claims, to include a reimbursement claim, and 92%, or 5,111 claims, to include a 23 rebate claim. This would bring the total reimbursement claims to 21,024, and the total 24 rebate claims to 110,405. The total non-Prequalified reimbursement claims would be 25 20,586. I am also informed by the Settlement Administrator that, as of April 28, 2016, 26 the average out-of-pocket amount for online reimbursement claims is $528.64. This 27 includes out-of-pocket amounts of both repairs and replacement dishwasher purchases. 28 25 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 27 of 81 Page ID #:5460

1 For the latter, the settlement provides for reimbursement of either $200 or is $300, 2 depending on the brand of the replacement dishwasher purchased. 3 75. I am also informed by the Settlement Administrator that the cost of notice 4 incurred to date is $1,648,340, plus about $170,000 in administrative costs. 5 76. At my direction, one of my paralegals created the following table showing 6 all of the Whirlpool dishwasher models and their respective MSRPs currently listed on 7 Whirlpool’s website. The average MSRP is $629. 8 9 Model Number MSRP WDT920SADM $849.00 10 WDT780SAEM $749.00 11 WDT720PADM $649.00 UDT518SAFP $799.00 12 WDF518SAFM $799.00 13 WDF760SADW $649.00 UDT555SAFP $749.00 14 WDF550SAFS $749.00 15 WDF560SAFM $649.00 WDF540PADW $499.00 16 WDF520PADM $549.00 17 WDF320PADW $399.00 WDF110PABB $379.00 18 WDF111PABB $389.00 19 WDP350PAAB $749.00 Average $629.00 20 21 77. At my direction, one of my paralegals also created the following table 22 showing all of the Kitchenaid dishwasher models and their respective MSRPs currently 23 listed on Kitchenaid’s website. The highest MSRP is $2,049, and the average MSRP is 24 $1,234.29. 25 26 Model Number MSRP KDTM804ESS $2,049.00 27 KDTM704EBS $1,999.00 28 KDTM504EPA $1,549.00 26 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 28 of 81 Page ID #:5461

1 KDFE454CSS $1,549.00 2 KDTM404EBS $1,499.00 KDTE554CSS $1,249.00 3 KDTM384ESS $1,249.00 4 KDTE254ESS $1,149.00 KDTM354ESS $1,149.00 5 KDTM354DSS $1,149.00 6 KDTE204EPA $1,049.00 KDTE204ESS $1,049.00 7 KDTE104ESS $949.00 8 KDFE204ESS $949.00 KDFE104DSS $849.00 9 UDT518SAFP $799.00 10 UDT555SAFP $749.00 Average $1,234.29 11 78. The maximum potential value of the rebate claims received to date 12 exceeds $33 million based on the fact that every rebate claimant is entitled to at least 13 15% off the price of the top-of-the-line Kitchenaid dishwasher. Assuming an average 14 dishwasher price of just $629 (which is the current average MSRP for Whirlpool- 15 branded dishwashers), and a blended discount rate of just 11% (barely above the 10% 16 minimum), the value of the rebate claims received to date is approximately $7.6 17 million. 18 79. At my direction, one of my paralegals also created the following table 19 showing all of the current pricing for extended warranties offered by Square Trade, as 20 listed on Square Trade’s website as of May 4, 2016. 21

22 Appliance Price Range 3 Year 5 Year 23 Coverage Coverage 24 Up to $199.99 $ 27.99 $ 55.99 25 $200 -$299.99 $ 38.99 $ 77.99 26 $300 - $399.99 $ 49.99 $ 99.99 27 $400 -$499.99 $ 59.99 $ 119.99 28 27 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES CASE NO. 8:11-cv-01733-FMO-MLG Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 29 of 81 Page ID #:5462 Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 30 of 81 Page ID #:5463

EXHIBIT 1 Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 31 of 81 Page ID #:5464

Chimicles & Tikellis LLP

Attorneys At Law

361 West Lancaster Avenue HAVERFORD, PA Haverford, PA 19041 Voice: 610-642-8500 Toll Free: 866-399-2487

P.O. Box 1035 222 Delaware Avenue WILMINGTON, DE Suite 1100 Wilmington, DE 19899 Voice: 302-656-2500 Fax: 302-656-9053 Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 32 of 81 Page ID #:5465 3 OUR ATTORNEYS Partners 3 Nicholas E. Chimicles 5 Pamela S. Tikellis 7 Robert J. Kriner, Jr. 8 Steven A. Schwartz 11 Kimberly Donaldson Smith 12 Timothy N. Mathews 14 A. Zachary Naylor 15 Benjamin F. Johns 17 Scott M. Tucker Of Counsel/Senior Counsel 18 Anthony Allen Geyelin 19 David M. Maser 20 Catherine Pratsinakis 22 Christina Donato Saler Associates 23 Vera G. Belger 24 Tiffany J. Cramer 25 Andrew W. Ferich 26 Alison G. Gushue 27 Stephanie E. Saunders 28 PRACTICE AREAS 31 REPRESENTATIVE CASES Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 33 of 81 Page ID #:5466 Our Attorneys-Partners

Practice Areas:  Antitrust NICHOLAS E. CHIMICLES

 Automobile Defects and False Advertising Mr. Chimicles has been lead counsel and  Corporate Mismanagement & Shareholder lead trial counsel in major complex Derivative Action litigation, antitrust, securities fraud and breach of fiduciary duty suits for over 40  Defective Products and Consumer Protection years. Representative Cases include:  Mergers & Acquisitions  W2007 Grace Acquisition I, Inc.,  Non-Listed REITs Preferred Stockholder Litigation, Civ. No. 2:13-cv-2777, involved various violations  Other Complex Litigation of contractual, fiduciary and corporate  Securities Fraud statutory duties by defendants who engaged in various related-party

Education: transactions, wrongfully withheld dividends and financial information, and  University of Virginia School of Law, J.D., 1973 failed to timely hold an annual preferred stockholder meeting. This  University of Virginia Law Review; co-author of litigation resulted in a swift settlement valued at over $76 million a course and study guide entitled "Student's after ten months of hard-fought litigation. Course Outline on Securities Regulation," published by the University of Virginia School  Lockabey v. American Honda Motor Co., Case No. 37-2010-87755 of Law (Superior Ct., San Diego). A settlement valued at over $170 million  University of Pennsylvania, B.A., 1970 resolved a consumer action involving false advertising claims relating to the sale of Honda Civic Hybrid vehicles as well as claims

Memberships & Associations: relating to a software update to the integrated motor assist battery system of the HCH vehicles. As a lead counsel, Mr. Chimicles led a  Supreme Court of Pennsylvania Disciplinary case that, in the court’s view, was “difficult and risky” and provided Board Hearing Committee Member, 2008- 2014. “significant public value.”  Past President of the National Association of  City of St. Clair Shores General Employees Retirement System, et al. Securities and Commercial Law Attorneys v. Inland Western Retail Real Estate Trust, Inc., Case No. 07 C 6174 based in Washington, D.C., 1999-2001 (N.D. Ill.). A $90 million settlement was reached in 2010 in this class  Chairman of the Public Affairs Committee of action challenging the accuracy of a proxy statement that sought the American Hellenic Institute, Washington, (and received) stockholder approval of the merger of an external D.C. advisor and property managers by a multi-billion dollar real estate  Member of the Boards of Directors of Opera investment trust, Inland Western Retail Real Estate Trust, Inc. The Philadelphia, Pennsylvanians for Modern settlement provided that the owners of the advisor/property Courts, and the Public Interest Law Center of manager entities (who are also officers and/or directors of Inland Philadelphia. Western) had to return nearly 25% of the Inland Western stock they received in the merger. Admissions:  In re Real Estate Associates Limited Partnerships Litigation, No. CV  Supreme Court of Pennsylvania 98-7035 DDP, was tried in the federal district court in Los Angeles  United States Supreme Court before the Honorable Dean D. Pregerson. Mr. Chimicles was lead trial counsel for the Class of investors in this six-week jury trial of a  Second Circuit Court of Appeals securities fraud/breach of fiduciary duty case that resulted in a  Third Circuit Court of Appeals $185 million verdict in late 2002 in favor of the Class (comprising investors in the eight REAL Partnerships) and against the REALs’ Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 34 of 81 Page ID #:5467

 Fourth Circuit Court of Appeals managing general partner, National Partnership Investments  Sixth Circuit Court of Appeals Company (“NAPICO”) and the four individual officers and directors of NAPICO. The verdict included an award of $92.5 million in  Ninth Circuit Court of Appeals punitive damages against NAPICO. This total verdict of $185 million  Tenth Circuit Court of Appeals was among the “Top 10 Verdicts of 2002,” as reported by the  Eleventh Circuit Court of Appeals National Law Journal (verdictsearch.com). On post-trial motions, the Court upheld in all respects the jury’s verdict on liability, upheld  Court of Appeals for the D.C. Circuit in full the jury’s award of $92.5 million in compensatory damages,  Eastern District of Pennsylvania upheld the Class’s entitlement to punitive damages (but reduced  Eastern District of Michigan those damages to $2.6 million based on the application of California  Northern District of Illinois law to NAPICO’s financial condition), and awarded an additional $25 million in pre-judgment interest. Based on the Court’s decisions on  District of Colorado the post-trial motions, the judgment entered in favor of the Class  Eastern District of Wisconsin on April 28, 2003 totaled over $120 million.  Court of Federal Claims  CNL Hotels & Resorts, Inc. Securities Litigation, Case No. 6:04-cv-  Southern District of New York 1231 (M.D. Fla., Orl. Div. 2006). The case settled Sections 11 and 12 claims for $35 million in cash and Section 14 proxy claims by

Honors: significantly reducing the merger consideration by nearly $225 million (from $300 million to $73 million) that CNL paid for  Ellis Island Medal of Honor in May 2004, in recognition of his professional achievements internalizing its advisor/manager. and history of charitable contributions to  Prudential Limited Partnerships Litigation, MDL 1005 (S.D.N.Y.). Mr. educational, cultural and religious Chimicles was a member of the Executive Committee in this case organizations. where the Class recovered from Prudential and other defendants  Pennsylvania and Philadelphia SuperLawyers, $130 million in settlements, that were approved in 1995. The Class 2006-present. comprised limited partners in dozens of public limited partnerships  AV® rated by Martindale-Hubbell that were marketed by Prudential.

 PaineWebber Limited Partnerships Litigation, 94 Civ. 8547 (S.D.N.Y.). Mr. Chimicles was Chairman of the Plaintiffs’ Executive Committee representing limited partners who had invested in more than 65 limited partnerships that PaineWebber organized and/or marketed. The litigation was settled for a total of $200 million, comprising $125 million in cash and $75 million in additional benefits resulting from restructurings and fee concessions and waivers.  In Re Phoenix Leasing Incorporated Limited Partnership Litigation, Superior Court of the State of California, County of Marin, Case No. 173739. In February 2002, the Superior Court of Marin County, California, approved the settlement of this case which involved five public partnerships sponsored by Phoenix Leasing Incorporated and its affiliates and resulting in entry of a judgment in favor of the class in the amount of $21 million.  Continental Illinois Corporation Securities Litigation, Civil Action No. 82 C 4712 (N.D. Ill.) involving a twenty-week jury trial in which Mr. Chimicles was lead trial counsel for the Class that concluded in July, 1987 (the Class ultimately recovered nearly $40 million).

Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 35 of 81 Page ID #:5468

Practice areas:  Antitrust PAMELA S. TIKELLIS

 Corporate Mismanagement & Shareholder Pamela S. Tikellis is a name partner and Derivative Action member of the Firm’s Executive Committee.  Mergers & Acquisitions Upon graduating from law school, Ms. Tikellis  Other Complex Litigation served as a law clerk in the nationally recognized Court of Chancery in Wilmington,  Securities Fraud Delaware. Before joining the Firm, Ms. Tikellis engaged in significant shareholder litigation Education: practice. In 1987, she opened the Delaware  Widener University School of Law, J.D., 1982 office of the Firm, where she is a resident.  Delaware Journal of Corporate Law, Managing Ms. Tikellis served as Co-Lead Counsel in the Editor class action challenging the $21 billion management-led buyout of  Graduate Faculty of the New School for Social Kinder Morgan, Inc. In re Kinder Morgan, Inc. Shareholders Litigation, Research, Master’s in Psychology, 1976 Consol. C.A. No. 06-C-801 (Kan.). That action resulted in the creation of a  Manhattanville College, B.S., 1974 $200 million settlement fund the largest common fund in a merger and acquisition settlement. She served as Lead Counsel in the class action

challenging Roche Holding’s buyout of Genentech, Inc., In re Genentech, Memberships and Associations: Inc. Shareholders Litigation, Civil Action No. 3911-VCS. The litigation was  Delaware Bar Association settled shortly after the Court of Chancery held a hearing on Plaintiffs’ motion for a preliminary injunction and prior to the closing ofa  American Bar Association (Litigation and Business Sections) transaction. The settlement provided for, among other things, the additional $4 billion in consideration paid to the minority shareholders

in the transaction. Admissions: Additionally, she was - Co Lead Counsel in the successful class action  Delaware litigation In re J.Crew Group, Inc. Shareholder Litigation, (C.A. No. 6043-  District of Delaware CS; Court of Chancery). In that case, she obtained $16 million in  Third Circuit Court of Appeals settlement funds for the class of J.Crew stockholders and structural provisions to remedy a flawed sales process for J Crew Group.

Honors: Ms. Tikellis served as Co-Lead Counsel in the Court of Chancery derivative litigation arising from Barnes & Noble, Inc.’s acquisition of  1994–2012 Member of the Board of Bar Examiners of the Supreme Court of the State of Barnes & Noble College Booksellers, Inc., In re Barnes & Noble Delaware, Chair from 2010-2012 Stockholder Derivative Litigation, Civil Action No. 4813-CS. The case settled for nearly $30 million.  Historical Society of the Court of Chancery by Order of the Delaware Supreme Court, Director From 2011-2014, Ms. Tikellis served as Co-Lead Counsel in the Court of and Officer Chancery derivative litigation City of Roseville Employees Retirement  The Delaware Bar Admission Study Committee System, et. al. v Lawrence J. Ellison, et. al., C.A. No. 6900-CS. This action by Order of the Delaware Supreme Court, arose out of Oracle Corporations acquisition of Pillar Data Systems, Member Inc. and alleged that the acquisition of Pillar was unfair to Oracle to  1989-1992 Delaware Bar Association Ethics Ellison’s benefit. The Court approved the settlement of this casein Committee, Chairman August, 2014, resulting in Mr. Ellison’s agreeing to return 95% of the  2011 through Present – Chambers USA, Ranked amount Oracle pays for Pillar back to Oracle. The settlement created a As Leading Individual benefit for Oracle and its shareholders valued at $440 million and is one  2012 through Present – Best Lawyers of the larger derivative settlements in the history of the Court of Chancery. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 36 of 81 Page ID #:5469  2007 through Present – Named Delaware Super Lawyer From 2012-2015, Ms. Tikellis served as Co-Lead Counsel in In re  Member, Richard S. Rodney Inn of Court Freeport-McMoran Copper & Gold Inc, C.A. No. 8145-VN, a derivative action arising out of Freeport-McMoran Copper &  Martindale Hubbell– AV rated Gold Inc.’s agreement to acquire Plains Exploration Production Co. and McMoran Exploration Production Co. The Court approved the settlement of this case in April, 2015, resulting in a dividend to be paid to Freeport stockholders, a credit redeemable by Freeport for financial advisory assignments, and other corporate governance enhancements. The settlement created a benefit for Freeport and its shareholders valued at nearly $154 million and is one of the largest stockholder derivative settlements and also believed to be the first to ensure the benefits of such a settlement flow to stockholders in the form of a cash dividend.

Additionally, Ms. Tikellis is co-lead counsel in a derivative action captioned In re Sanchez Energy Derivative Litigation, C.A. No. 9132-VCG (Del. Ch.) pending in the Court of Chancery of the State of Delaware. The action alleges wrongdoing by the directors of Sanchez Energy Corporation for causing the Company to acquire assets in the Tuscaloosa Marine Shale from Sanchez Resources LLC, an entity affiliated with Sanchez Energy’s CEO, Tony Sanchez, III, and Executive Chairman Tony Sanchez, JR. at a grossly excessive price and at the expense of Sanchez Energy.

Named repeatedly in Chambers and Partners as a Leading Individual, Ms. Tikellis is “a seasoned plaintiff-side chancery practitioner. She has significant expertise in securities fraud, antitrust and other complex litigation.” Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 37 of 81 Page ID #:5470 Practice Areas:  Corporate Mismanagement & Shareholder ROBERT J. KRINER, JR. Derivative Action Robert K. Kriner, Jr. is a Partner in the Firm’s  Mergers & Acquisitions Wilmington, Delaware office. From 1988 to 1989, Mr. Kriner served as law clerk to the Education: Honorable James L. Latchum, Senior Judge of the United States District Court for the District  Delaware Law School of Widener University, of Delaware. Following his clerkship and until J.D., 1988 joining the Firm, Mr. Kriner was an associate  University of Delaware, B.S. Chemistry, 1983 with a major Wilmington, Delaware law firm, practicing in the areas of corporate and general litigation. Memberships: Following his clerkship and until joining the  Delaware State Bar Association Firm, Mr. Kriner was an associate with a major Wilmington, Delaware law firm, practicing in the areas of corporate and Admissions: general litigation. Mr. Kriner has prosecuted actions, including class and derivative actions,  Supreme Court of Delaware on behalf of stockholders, limited partners and other investors with claims relating to mergers and acquisitions, hostile acquisition proposals, the enforcement of fiduciary duties, the election of directors, and the enforcement of statutory rights of investors such as the right to inspect books and records. Among his recent achievements are Sample v. Morgan, C.A. No. 1214-VCS (obtaining full recovery for shareholders diluted by an issuance of stock to management), In re Genentech, Inc. Shareholders Litigation, Consolidated C.A. No. 3911-VCS (leading to a nearly $4 billion increase in the price paid to the Genentech stockholders) and In re Kinder Morgan, Inc. Shareholders Litigation, Consolidated Case No. 06-C-801 (action challenging the management led buyout of Kinder Morgan, settled for $200 million). Recently, Mr. Kriner led the prosecution of a derivative action in the Delaware Court of Chancery by stockholders of Bank of America Corporation relating to the January 2009 acquisition of Merrill Lynch & Co. In re Bank of America Corporation Stockholder Derivative Litigation, C.A. No. 4307-CS. The derivative action concluded in a settlement which included a $62.5 million payment to Bank of America. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 38 of 81 Page ID #:5471 Practice Areas:

 Antitrust Steven A. Schwartz

 Corporate Mismanagement & Shareholder Steven A. Schwartz, has prosecuted complex Derivative Action class actions in a wide variety of contexts.  Defective Products and Consumer Protection Notably, Mr. Schwartz has been successful in  Other Complex Litigation obtaining several settlements where class members received a full recovery on their  Securities Fraud damages. Representative cases include:

Education:  In re Apple iPhone/iPod Warranty Litigation, No. CV-10-01610 (N. D. Cal.).  Duke University School of Law, J.D., 1987 Plaintiffs alleged that Apple improperly denied  Law & Contemporary Problems Journal, Senior warranty coverage for iPhone and iPod Touch Editor devices based on external “Liquid Submersion  University of Pennsylvania, B.A., 1984 - cum Indicators” (LSIs), which are small paper-and-ink laminates, akin to laude litmus paper, which are designed to turn red upon exposure to liquid. Apple placed the external LSIs in the headphone jack and/or

Memberships & Associations: dock connector of certain iPhone and iPod Touch devices and denied warranty coverage if an external LSI had turned pink or red.  National Association of Shareholder and Consumer Attorneys (NASCAT) Executive Committee Apple agreed to pay $53 million to settle the case. The Court Member approved the national settlement, and eligible Settlement Class Members received checks representing approximately 117 percent  American Bar Association of their damages.  Pennsylvania Bar Association  International Fibercom, No. 03-2161 (D. Ariz.). Mr. Schwartz was lead counsel in prosecuting several related actions in the United Admissions: States District Court for the District of Arizona and New Jersey state  United States Supreme Court court seeking to recover damages for an individual client who sold  Pennsylvania Supreme Court his closely-held wireless connectivity company to International Fibercom, Inc.(“IFC”) for $8 million in IFC stock that proved to be  Third Circuit Court of Appeals worthless due to alleged securities fraud. After extensive litigation,  Sixth Circuit Court of Appeals Mr. Schwartz secured an $8 million judgment against IFC’s CEO,  Eighth Circuit Court of Appeals CFO and COO and collected over $6 million of that judgment from  Ninth Circuit Court of Appeals IFC’s primary and excess D&O insurers even though those insures had denied coverage under their policies.  Eastern District of Pennsylvania  Wong v. T-Mobile, No. 05-cv-73922-NGE-VMM (E.D. Mich.). This  Western District of Pennsylvania case involved allegations that T-Mobile overcharged its subscribers  Eastern District of Michigan by billing them for services for which they had already paid a flat  District of Colorado rate monthly fee to receive unlimited access. The parties reached a settlement requiring -T Mobile to refund class members with a 100%

net recovery of the overcharges, with all counsel fees and expenses Honors: to be paid by T-Mobile in addition to the class members’ recovery.  AV Rating from Martindale Hubbell  Shared Medical Systems 1998 Incentive Compensation Plan Litig.,  Pennsylvania Super Lawyer March Term 2003, No. 0885 (Phila. C.C.P.). This case was brought on behalf of employees of Defendant Siemens who had their incentive compensation reduced by 30%, even though they had earned the full amount of their incentive compensation based on the targets, goals and quotas in their incentive compensation plans. After securing national class certification and summary Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 39 of 81 Page ID #:5472 judgment as to liability, on the eve of trial, Mr. Schwartz negotiated

a net recovery for class members of the full amount that their incentive compensation was reduced, with all counsel fees and expenses in addition to class members’ recovery. In approving the settlement, Judge Bernstein noted that it “…should restore anyone’s faith in class action[s]…”  In re Pennsylvania Baycol: Third-Party Payor Litig., September Term 2001, No. 001874 (Phila. C.C.P.) This case was bought by various Health and Welfare Funds in connection with the withdrawal by Bayer of its anti-cholesterol drug Baycol. After the court certified a nationwide class of third-party payors and granted plaintiffs’ motion for summary judgment as to liability, the parties reached a settlement providing class members with a net recovery that approximated the maximum damages (including pre-judgment interest) suffered by class members. That settlement represented three times the net recovery of Bayer’s voluntary claims process (which was accepted by various large insurers like AETNA and CIGNA).  In re Certainteed Corp. Roofing Shingle Products Liability Litigation, No, 07-MDL-1817-LP (E.D. Pa.). Mr. Schwartz served as Chair of Plaintiffs’ Discovery Committee. That case alleged that CertainTeed sold defective shingles. The parties reached a settlement which was approved and valued by the Court at between $687 to $815 million.  In re DVI, Inc. Securities Litigation, No. 2:03-CV-05674-LDD (E.D. Pa.). Mr. Schwartz served as Plaintiffs’ Liaison Counsel in a securities fraud case with total settlements of almost $24 million, which represent a significant percentage of class members’ provable damages and included substantial cash payments from the assets of several individual defendants above any payments from their D&O insurers.  In re Colonial BankGroup, Inc., No. 2:09-cv-104 (M.D. Ala.). Mr. Schwartz helped achieve over $18 million in settlements for shareholders in this securities lawsuit involving one of the largest bank failures.  Wolens, et al. v. American Airlines, Inc. Mr. Schwartz served as plaintiffs’ -co lead counsel. Plaintiffs alleged that American Airlines breached its AAdvantage frequent flyer program contracts when it retroactively increased the number of frequent flyer miles needed to claim travel awards. In a landmark decision, the United States Supreme Court held that plaintiffs’ claims were not preempted by the Federal Aviation Act. 513 U.S. 219 (1995). The parties reached a settlement in which American agreed to provide class members with mileage certificates that represented the full extent of their alleged damages, which the Court valued, after retaining its own valuation expert, at between $95.6 million and $141.6 million.  In Re Coin Fund Litigation, (Superior Court of the State of California for the County of Los Angeles). Mr. Schwartz served as plaintiffs’ co Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 40 of 81 Page ID #:5473 -lead counsel and successfully obtained a settlement from

defendant Merrill Lynch in excess of $35 million on behalf of limited partners, which represented a 100% net recovery of their initial investments.  Nelson v. Nationwide, March Term 1997, No. 045335 (Phila. C.C.P.). Mr. Schwartz served as lead counsel on behalf of a certified class of Pennsylvania physicians and chiropractors who were not paid by Nationwide Mutual Insurance Company for physical therapy/physical medicine services provided to its insureds. After securing judgment as to liability from the Philadelphia Court of Common Pleas and Pennsylvania Superior Court, Mr. Schwartz negotiated as settlement whereby Nationwide agreed to pay class members approximately 130% of their bills. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 41 of 81 Page ID #:5474 Practice Areas:  Securities Fraud Kimberly Donaldson Smith  Non-Listed REITs Kimberly Donaldson Smith is a partner in the  Corporate Mismanagement & Shareholder Firm’s Haverford Office. Kimberly has been Derivative Action counseling clients and prosecuting cases on complex issues involving securities, business  Mergers & Acquisitions transactions and other class actions for over 15

years. Education: Kimberly concentrates her practice in  Villanova University School of Law, J.D., 1999 - sophisticated securities class action litigation in cum laude federal courts throughout the country, and has  Boston University, B.A. Political Science, 1996 served as lead or co-lead counsel in over a  dozen class actions. She is very active in Memberships & Associations: investigating and initiating securities and shareholder class actions.  Pennsylvania Bar Association Kimberly is currently prosecuting federal securities claims on behalf of  Villanova Law School Alumni Association investors in numerous cases. Kimberly was instrumental in the outstanding settlements achieved for the investors in: W2007 Grace

Admissions: Acquisition I, Inc., Preferred Stockholder Litigation, Civ. No. 2:13-cv-2777 (W.D. Tenn.)(a settlement valued at over $76 million for current and  Pennsylvania Supreme Court former W2007 Grace preferred stockholders); In re Empire State Realty  New Jersey Supreme Court Trust, Inc. Investor Litigation, Case 650607/2012, NY Supreme Court (a  Third Circuit Court of Appeals $55,000,000 cash settlement fund and $100 million tax savings for the  District of New Jersey Empire investors); CNL Hotels & Resorts Inc. Federal Securities Litigation, Case No. 04-cv-1231 (M.D. Fla.)(a $35,000,000 cash settlement fund and  Eastern District of Pennsylvania a $225 million savings for the CNL shareholders); Inland Western Retail Real Estate Trust, Inc., et al. Litigation, Case 07 C 6174 (U.S.D.C. N.D. Ill) Honors: (a $90 million savings for the Inland shareholders subjected to a self-  Pennsylvania SuperLawyer: 2013, 2014 dealing transaction); and Wells REIT Securities Litigation, Case 1:07-cv-  Named Pennsylvania Rising Star by Super 00862/1:07-cv-02660 (U.S.D.C. N.D. GA)(a $7 million cash settlement Lawyers: 2006-2012 fund for the Wells REIT investors).  Sutton Who’s Who in American Law Notably, Kimberly was an integral member of the trial team that successfully litigated the In re Real Estate Associates Limited Partnership Litigation, No. CV 98-7035 DDP (CD. Cal.) through a six-week jury trial that resulted in a landmark $184 million plaintiffs’ verdict, which is one of the largest jury verdicts since the passage of the Private Securities Litigation Reform Act of 1995. The Real Estate Associates judgment was settled for $83 million, which represented full recovery for the Class (and an amount in excess of the damages calculated by Plaintiffs’ expert). Kimberly’s pro bono activities include serving as a volunteer attorney with the Support Center for Child Advocates, a Philadelphia-based, nonprofit organization that provides legal and social services to abused and neglected children. Since 2006, Kimberly has been recognized by Law & Politics and the publishers of Philadelphia Magazine as a Pennsylvania Super Lawyer or Rising Star, as listed in the Super Lawyers’ publications. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 42 of 81 Page ID #:5475 Practice Areas:  Antitrust Timothy N. Mathews  Corporate Mismanagement & Shareholder Tim Mathews is a partner in the firm’s Derivative Action Haverford, PA office. He has helped recover  Defective Products & Consumer Protection hundreds of millions of dollars for plaintiffs in federal and state courts across the country. Mr.  Securities Fraud Mathews’ practice covers a broad array of

subject matters, including securities, consumer Education: protection, tax refund, shareholder derivative,  Rutgers School of Law-Camden, J.D., 2003 - insurance, and ERISA litigation. Mr. Mathews is with High Honors also an experienced appellate attorney in the  Rutgers University-Camden, B.A., 2000 - with United States Courts of Appeals for the Third, Highest Honors Fourth, Ninth, and Eleventh Circuits, as well as the Supreme Court of California. He serves on the Amicus Committee Memberships & Associations: for the National Association of Shareholder and Consumer Attorneys  National Association of Shareholder and (NASCAT). Consumer Attorneys (NASCAT) Amicus Mr. Mathews graduated from Rutgers School of Law-Camden with high Committee Member honors, where he served as Lead Marketing Editor for the Rutgers  Rutgers Journal of Law & Religion – Lead Journal of Law & Religion, served as a teaching assistant for the Legal Marketing Editor (2002-2003) Research and Writing Program, received the 1L legal Writing Award, and received a Dean’s Merit Scholarship and the Hamerling Merit Scholarship. He received his B.A. from Rutgers University-Camden in Admissions: 2000 with highest honors, where he was inducted into the Athenaeum  Pennsylvania honor society. Immediately after law school, Mr. Mathews cut his teeth on one of the  New Jersey largest scandals ever to rock the mutual fund industry, the market timing  Eastern District of Pennsylvania and late trading scandal of 2003. Filed just weeks after Mr. Mathews took the bar exam, by the end of this massive, multidistrict litigation Mr.  District of New Jersey Mathews had become among the most prominent attorneys involved,  United States Court of Appeals for the Third including arguing an appeal before the United States Court of Appeals Circuit for the Fourth Circuit. The litigation involved eighteen mutual fund families and hundreds of parties, and resulted in numerous published  United States Court of Appeals for the Fourth decisions and settlements totaling over $250 million. Circuit Among his recent achievements, Mr. Mathews is court-appointed co-  United States Court of Appeals for the Ninth lead counsel in the In re Apple iPhone/iPod Warranty Litigation, in which Circuit Plaintiffs recovered $53 million for consumers who were denied  United States Court of Appeals for the Eleventh warranty coverage by Apple based on so-called liquid indicators, which Circuit are small pieces of paper, akin to litmus paper, installed in the headphone jack and/or charging port of certain iPhone and iPod touch Honors: devices. The average payment to Settlement Class Members was  Pennsylvania Super Lawyers Rising Star 2008, approximately $241 per iPhone/iPod touch, which represented about 2010, 2013, 2014 117% of the replacement costs for those devices. Mr. Mathews has been selected as a Rising Star by Pennsylvania Super  Rutgers Law Legal Writing Award 2003 Lawyers on numerous occasions. His pro bono work has included representation of the Holmesburg Fish and Game Protective Association in Philadelphia. He is also a member of the Delaware County Field and Stream Association, and he enjoys boating, surfing, and sporting clays in his spare time. He lives in Wynnewood, PA, with his wife and two children. A few other representative actions in which Mr. Mathews holds a lead role include:

Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 43 of 81 Page ID #:5476  Rodman v. Safeway – Mr. Mathews is court-appointed co-lead counsel in this pending class action in the Northern District of California brought against Safeway, Inc. The lawsuit alleges that beginning in 2010 Safeway secretly began marking up the prices of groceries delivered through Safeway.com, Genuardis.com, and Vons.com in violation of its terms and conditions. The Court granted summary judgment in Plaintiff’s favor in December 2014, holding that Class members are entitled to recover the full value of the markups from 2010 to present.  In re Colonial Bancgroup, Inc. – Mr. Mathews helped achieve a $10.5 million settlement for shareholders in this securities lawsuit involving one of the largest U.S. bank failures of all time. Claims against the bank’s underwriters and accountants are still pending.  California Tax Refund Actions – (Ardon v. City of Los Angeles, McWilliams v. Long Beach, and Granados v. County of Los Angeles) – Mr. Mathews has a lead role in these three pending cases seeking refunds of telephone user’s taxes that were improperly collected by the City of Los Angeles, the County of Los Angeles, and the City of Long Beach. In 2011 and 2013, plaintiffs won two landmark appeals in the Supreme Court of California which establish the rights of taxpayers to file class action tax refund claims under the Government Code.  Chambers v. Whirlpool Corp., et al. – Mr. Mathews has a lead role in this litigation involving alleged defects in Whirlpool, Kenmore, and Kitchenaid dishwashers which cause the control board to catch fire, presenting serious risk of fire and injury. At least 20 million machines are impacted by the alleged defect. The case has been the subject of several news stories, available at: www.kitchenaidfire.com.  International Fibercom – D&O Insurance Actions– Mr. Mathews had a central role in prosecuting several related actions in the United States District Court for the District of Arizona seeking to recover a securities fraud judgment from several Director’s and Officer’s Liability insurers. C&T achieved a nearly full recovery on behalf of its client. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 44 of 81 Page ID #:5477 Practice Areas:  Antitrust A. Zachary Naylor  Corporate Mismanagement and Shareholder Zach Naylor is a partner in the Firm’s Derivative Litigation Wilmington Office. A Delaware native, his practice focuses on shareholder litigation in  Mergers and Acquisitions the Delaware Court of Chancery. Mr. Naylor began his career with Chimicles & Tikellis as a Education: summer associate in 2002 and joined the Firm as an associate in 2003.  Widener University School of Law, J.D., 2003 - magna cum laude Since joining the Firm, Mr. Naylor has participated in many successful actions led by  2002-2003 Managing Editor of the Delaware Chimicles & Tikellis challenging mergers and Journal of Corporate Law acquisitions and corporate mismanagement.  University of Delaware, B.A. in Economics and Among his recent achievements are In re Political Science, 2000 Genentech, Inc. Shareholder Litig., C.A. No. 3911-VCS (Del. Ch.) (obtaining substantial increase in consideration paid by controlling  Salesianum School, 1997 stockholder for monitory shares); SEPTA v. Josey, C.A. No. 5427-VCP (Del. Ch.) (resulting in, among other things, a complete elimination in Memberships & Associations: the termination fee established in the merger agreement); and Sample v. Morgan, C.A. No. 1214-VCS (Del. Ch.) (obtaining full recovery for  Delaware State Bar Association shareholders diluted by an issuance of stock to management). Significantly, Zach was recently part of the lead team in In re Freeport Admissions: McMoRan Copper & Gold, Inc. Derivative Litig., C.A. No. 8145-VCN (Del.  Supreme Court of Delaware (2003) Ch.) which produced an unprecedented result in a stockholder derivative action including a $147.5 million dividend to be paid to  District of Delaware (2004) Freeport’s shareholders and substantial corporate governance and  Third Circuit Court of Appeals (2005) other benefits. Mr. Naylor also practices regularly in the United States District Court for Honors: the District of Delaware. As liaison counsel in In re TriCor Indirect Purchaser Antitrust Litigation, he was part of the team that obtained a  2002-2003 Wolcott Law Clerk to the Honorable $65.7 million fund for consumers and third-party payors. He is also Joseph T. Walsh of the Supreme Court of Delaware liason counsel in In re Wilmington Trust Securities Litigation, Delaware. C.A. no. 10-cv-990-SLR (U.S. Dist. Ct. Del.) which alleges reckless failure of a banking institution that had been one of Delaware’s most respected  2003 Russell R. Levin Memorial Award for corporations for generations. Its failure and subsequent take-under cost outstanding service and dedication to the investors much of their value. Delaware Journal of Corporate Law

Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 45 of 81 Page ID #:5478 Practice Areas:  Antitrust Benjamin F. Johns Benjamin F. Johns first began working at the  Automobile Defects and False Advertising firm as a Summer Associate while pursuing a  Defective Products and Consumer Protection J.D./M.B.A. joint degree program in business school and law school. He became a full-time  Other Complex Litigation Associate upon graduation, and is now a  Securities Fraud Partner. Over the course of his legal career, Ben has argued in the United States Court of

Appeals for the District of Columbia Circuit, Education: before the Judicial Panel for Multidistrict  Penn State Dickinson School of Law, J.D., 2005 - Litigation, and in other state and federal district Woolsack Honor Society courts across the country. He has argued and briefed dispositive motions to dismiss, for class  Penn State Harrisburg, M.B.A., 2004 - Beta certification and for summary judgment. He has Gamma Sigma Honor Society also deposed prison guards, lawyers, bankers, engineers, I.R.S. officials,  Washington and Lee University, B.S., 2002 - information technology personnel, and other witnesses. cum laude Specifically, he has provided substantial assistance in the prosecution of Memberships & Associations: the following cases:

 Executive Committee, Young Lawyers Division of the Philadelphia Bar Association  In re Checking Account Overdraft Litig., No. 1:09-MD-02036-JLK (S.D. Fla.). (Ben is actively involved in these Multidistrict Litigation  Board Member, The Dickinson School of Law proceedings, which involve allegations that dozens of banks reorder Alumni Society and manipulate the posting order of debit  Editorial Board, Philadelphia Bar Reporter from transactions. Settlements collectively in excess of $1 billion have 2013-16 been reached with several banks. Ben was actively involved in prosecuting the actions against U.S. Bank ($55 million settlement)  Vestry, Church of the Holy Comforter and Comerica Bank ($14.5 million settlement).  Member, Washington and Lee Alumni  In re Flonase Antitrust Litig., 2:08-cv-03301-AB (E.D. Pa.). (indirect Admissions Program purchaser plaintiffs alleged that the manufacturer of Flonase (a nasal allergy spray) filed “sham” citizen petitions with the FDA in Admissions: order to delay the approval of less expensive generic versions of the  Third Circuit Court of Appeals drug. A $46 million settlement was reached on behalf of all indirect purchasers. Ben argued a motion before the District Court.).  D.C. Circuit Court of Appeals  In re TriCor Indirect Purchasers Antitrust Litig., No. 05-360-SLR (D.  Eastern District of Pennsylvania Del.). ($65.7 million settlement on behalf of indirect purchasers  Middle District of Pennsylvania who claimed that the manufacturers of a cholesterol drug engaged in anticompetitive conduct designed to keep generic versions off of  District of New Jersey the market.)  District of Colorado  Physicians of Winter Haven LLC, d/b/a Day Surgery Center v. STERIS Corporation, No. 1:10-cv-00264-CAB (N.D. Ohio). ($20 million  U.S. Court of Federal Claims settlement on behalf of hospitals and surgery centers that purchased a sterilization device that allegedly did not receive the Honors: required pre-sale authorization from the FDA.)  West v. ExamSoft Worldwide, Inc., No. 14-cv-22950-UU (S.D. Fla.)  Named a "Lawyer on the Fast Track" by The ($2.1 million settlement on behalf of July 2014 bar exam applicants Legal Intelligencer in several states who paid to use software for the written portion of  Named a Pennsylvania "Rising Star" in 2010, the exam which allegedly failed to function properly). 2011, 2012, 2013, 2014  Henderson, v. Volvo Cars of North America, LLC, No. 2:09-cv-04146-  Recognized as a "Top 40 Under 40" lawyer by CCC-JAD (D. N.J.). (provided substantial assistance in this consumer The National Trial Lawyers automobile case that settled after the plaintiffs prevailed, in large part, on a motion to dismiss).  In re Marine Hose Antitrust Litig., No. 08-MDL-1888 (S.D. Fla.) (Settlements totaling nearly $32 million on behalf of purchasers of Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 46 of 81 Page ID #:5479 marine hose.)

 In re Philips/Magnavox Television Litig., No. 2:09-cv-03072-CCC-JAD (D. N.J.). (Settlement in excess of $4 million on behalf of consumers whose flat screen televisions failed due to an alleged design defect. Ben argued against one of the motions to dismiss.)  Allison, et al. v. The GEO Group, No. 2:08-cv-467-JD (E.D. Pa.), and Kurian v. County of Lancaster, No. 2:07-cv-03482-PD (E.D. Pa.). (Settlements totaling $5.4 million in two civil rights class action lawsuits involving allegedly unconstitutional strip searches at prisons).  In re Recoton Sec. Litig., 6:03-cv-00734-JA-KRS (M.D.Fla.). ($3 million settlement for alleged violations of the Securities Exchange Act of 1934)  Smith v. Gaiam, Inc., No. 09-cv-02545-WYD-BNB (D. Colo.). (Obtained a settlement in this consumer fraud case that provided full recovery to approximately 930,000 class members.)

Ben has also had success at the appellate level in cases to which he substantially contributed. See Cohen v. United States, 578 F.3d 1 (D.C. Cir. 2009), reh’g granted per curiam, 599 F.3d 652 (D.C. Cir. 2010), remanded by, 650 F.3d 717 (D.C. Cir. 2011) (en banc) (reversing district court’s decision to the extent that it dismissed taxpayers’ claims under the Administrative Procedure Act); Lone Star Nat’l Bank, N.A. v. Heartland Payment Sys., No. 12-20648, 2013 U.S. App. LEXIS 18283 (5th Cir. Sept. 3, 2013) (reversing district court’s decision dismissing financial institutions’ common law tort claims against a credit card processor).

Ben was elected to and served a three year term on the Executive Committee of the Philadelphia Bar Association’s Young Lawyers Division (2011-2014). He also served on the Editorial Board of the Philadelphia Bar Reporter, and is presently on the Board of Directors for the Dickinson School of Law Alumni Society. Ben was also a head coach in the Narberth basketball summer league for several years. He has been published in the Philadelphia Lawyer magazine and the Philadelphia Bar Reporter, presented a Continuing Legal Education course to fellow lawyers, and spoken to a class of law school students about the practice. While in college, Ben was on the varsity basketball team and spent a semester studying abroad in Osaka, Japan. Ben has been named a “Lawyer on the Fast Track” by The Legal Intelligencer, a “Top 40 Under 40″ attorney by The National Trial Lawyers, and a Pennsylvania “Rising Star” for the past five years. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 47 of 81 Page ID #:5480 Practice areas:  Corporate Mismanagement and Shareholder Scott M. Tucker Derivative Actions Scott M. Tucker is a Partner in the Firm’s  Mergers and Acquisitions Wilmington Office. Mr. Tucker is a member of the Firm’s Mergers & Acquisitions and Corporate Mismanagement and Shareholder Education: Derivative Action practice areas. Together with  SUNY Cortland, B.S., 2002, cum laude the Firm’s Partners, Mr. Tucker assisted in the prosecution of the following actions:  Syracuse University College of Law, 2006, J.D., cum laude  In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 06-C-801 (Kan.)  Whitman School of Management at Syracuse (action challenging the management led University, 2006, M.B.A buyout of Kinder Morgan Inc., which settled for $200 million). Memberships and Associations:  J.Crew Group, Inc., et al. v. New Orleans Employees’ Retirement  Board of Bar Examiners of the Supreme Court of System, et al., C.A. No. 6479-VCS (Del. Ch.) (action that challenged the State of Delaware, Assistant Secretary the fairness of a going private acquisition of J.Crew by TPG and members of J.Crew’s management which resulted in a settlement fund of $16 million and structural changes to the go-shop process, Admissions: including an extension of the go-shop process, elimination of the  Supreme Court of Delaware buyer’s informational and matching rights and requirement that the transaction to be approved by a majority of the unaffiliated  Supreme Court of Connecticut shareholders).  District of Delaware  In re Genentech, Inc. Shareholder Litigation, C.A. No. 3911-VCS (Del.  Third Circuit Court of Appeals Ch.) (action challenging the attempt by Genentech’s controlling stockholder to take Genentech private which resulted in a $4 billion increase in the offer).  City of Roseville Employees’ Retirement System, et al. v. Ellison, et al., C.A. No. 6900-VCP (Del. Ch.) (action challenging the acquisition by Oracle Corporation of Pillar Data Systems, Inc., a company majority- owned and controlled by Larry Ellison, the Chief Executive Officer and controlling shareholder of Oracle, which led to a settlement valued at $440 million, one of the larger derivative settlements in the history of the Court of Chancery. Mr. Tucker is the Assistant Secretary of the Board of Bar Examiners of the Supreme Court of the State of Delaware and a member of the Richard K. Hermann Technology Inn of Court. While attending law school, Mr. Tucker was a member of the Securities Arbitration Clinic and received a Corporate Counsel Certificate from the Center for Law and Business Enterprise. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 48 of 81 Page ID #:5481 Our Attorneys-Of Counsel

Practice Areas:  Antitrust Anthony Allen Geyelin  Automotive Defects and False Advertising Tony is of Counsel to the firm at the Haverford office, where for the last decade he has used  Defective Products and Consumer Protection his extensive private and public sector  Other Complex Litigation corporate and regulatory experience to assist the firm in the effective representation of its many clients. Tony has previously worked as Education: an associate in the business department of a  Villanova Law School, J.D. - cum laude major Philadelphia law firm; served as Chief Counsel and then Acting Insurance  Villanova Law Review, Associate Editor Commissioner with the Pennsylvania  Villanova Moot Court Board Insurance Department in Harrisburg; and represented publicly traded insurance  Obert Corporation Law Prize companies based in Pennsylvania and Georgia  University of Virginia, B.A., English literature as their senior vice president, general counsel and corporate secretary. Tony has represented the firm’s clients in a number of significant Memberships & Associations: litigations, including the AHERF, Air Cargo, Certainteed, Cipro, Clear Channel, Del Monte, Honda Hybrid Vehicles, Insurance Brokers, iPhone  Pennsylvania Bar Association LDI, Intel, Marine Hoses, Phoenix Leasing, and Reliance Insolvency  Passe´ International matters. Outside of the office Tony’s pro bono, professional and charitable Admissions: activities have included volunteering as a Federal Public Defender; service as a member and officer of White-Williams Scholars, the  Pennsylvania Schuylkill Canal Association, and the First Monday Business Club of Philadelphia; and serving as a member of the National Association of  Eastern District of Pennsylvania Insurance Commissioners and the Radnor Township (PA) Planning  Federal Circuit Commission. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 49 of 81 Page ID #:5482 Education:  Temple University School of Law, J.D., 1995 David M. Maser  Pennsylvania State University, B.S., Marketing, David M. Maser is Of Counsel in the Firm’s 1992 Haverford office, a member of the Firm’s Client Development Group and works closely with the Firm’s institutional clients. Memberships & Associations:

 Member, Board of Governors, Pennsylvania State System of Higher Education (PASSHE) David has worked in both law and government for the past 17 years. He has been involved  Founding Board Member, Secretary and with multiple Presidential campaigns and Spokesman of the Garces Foundation numerous other federal, state and local  Founding Board Member & Treasurer of campaigns. Prior to joining the Firm, David Keystone Weekend worked with the Major League Baseball Players Association and as a government affairs  Secretary of Board, Second Chance Foundation specialist, representing numerous clients, including Fortune 500  Member Union League of Philadelphia since companies & counseling them in legislative issues, appropriation 2000 requests, and business development opportunities at the federal, state and local levels.  Member of the Pennsylvania Society

 Temple Law Alumni Association David is a 1995 graduate of the Temple University School of Law and a 1992 graduate of the Pennsylvania State University where he received a Admissions: B.S. in Marketing.  Pennsylvania Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 50 of 81 Page ID #:5483 Our Attorneys-Senior Counsel

Practice Areas:  Securities Fraud  Corporate Mismanagement and Shareholder Catherine Pratsinakis Derivative Litigation Catherine, Senior Counsel of the Firm, has represented institutional and retail investors in Education: complex corporate governance and securities litigation for 15 years across the country.  Rutgers University - School of Law, J.D., with honors, 2001- Rutgers Law Review Notably, Catherine represented lead plaintiffs in In re Parmalat Sec. Litig., MDL 04-1653 (S.D.N.Y.)  Rutgers University - School of Business, MBA, which resulted in nearly $100 million in settlements with Parmalat with honors, 2001 and its former officers, directors, banks and auditors. A highlight of  University of Maryland – College Park, B.A. in this case included Catherine obtaining the Court’s permission to psychology, 1997 prosecute Parmalat in the securities class action despite being a protected debtor under the bankruptcy code. Catherine also Memberships & Associations: represented lead plaintiffs in one of the most infamous cases of self- dealing ever before seen. In re Hollinger Int’l Sec. Litig., 04-CV-0834  American Constitution Society (N.D. Ill.) (recovery of $37.5 million).  National Association of Shareholder and Catherine also achieved significant results for investors in the Consumer Attorneys Delaware Court of Chancery with litigation such as Teachers  Public Justice Retirement System of Louisiana v. Greenberg, No. 20106 (Del. Ch.),  Philadelphia Bar Association where she overcame a special litigation committee review of the self- interested transactions at issue, and went on to help secure one of the most significant settlements ($115 million) in the Court of Admissions: Chancery on the eve of trial.  Delaware Catherine has also represented thousands of investors in “going  New Jersey dark” litigation whereby shareholders in once public companies are  Pennsylvania stranded in illiquid investments in private enterprises with limited access to financials. In W2007 Grace Acquisition I, Inc., Preferred  United States District Court for the Eastern Stockholder Litigation, Civ. No. 2:13-cv-2777 (W.D. Tenn.), Catherine District of Pennsylvania brought a lawsuit against a once public company that stopped disseminating financials to its stockholders after it went private.  U.S. District Court of New Jersey After seven years of being frozen out of any benefits to ownership,  Second Circuit Court of Appeals the Firm recovered $76 million for shareholders in ten months of hard-fought litigation and an aggressive discovery plan. Catherine also enjoys tackling important governance matters such as in Delaware County Retirement Fund v. Portnoy, Civ. No. 1:13-cv- 10405 (D. Mass.), she sought to invalidate a highly oppressive arbitration bylaw adopted by a multi-billion dollar REIT for the sole purpose of preventing a shareholder lawsuit against its self-dealing management. She has litigated numerus class actions and derivative suits, including BioScrip, Cablevision, HealthSouth, Mattel, Barnes & Noble, Covad Communications, Safety-Kleen, DVI Inc. and Constellation Energy Group.

Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 51 of 81 Page ID #:5484 Practice Areas:  Securities Fraud Catherine Pratsinakis

 Corporate Mismanagement and Shareholder Derivative Litigation Immediately out of law school, Catherine joined the litigation and bankruptcy departments of one of the largest defense firms in Philadelphia where she spent her time representing Fortune 500 Education: companies in an array of commercial litigation, including antitrust,  Rutgers University - School of Law, J.D., with malpractice, shareholder, consumer and creditor actions. She was honors, 2001- Rutgers Law Review recruited to join a specialized securities litigation boutique in Wilmington, DE, where she worked for seven years representing  Rutgers University - School of Business, MBA, institutional clients before joining Chimicles & Tikellis in 2013. with honors, 2001 During law school, Catherine served as Law Clerk to the Honorable  University of Maryland – College Park, B.A. in Joseph E. Irenas in the U.S. District Court for the District of New Jersey. psychology, 1997 Catherine made law review in 1999 and served on the Rutgers Law Journal as a Notes and Casenotes Editor from 2000-2001. Memberships & Associations: She has participated in the Volunteer for the Indigence Program (VIP) in  American Constitution Society Philadelphia, served on the editorial board of the Philadelphia Bar  National Association of Shareholder and Reporter and volunteers in her community through youth organizations, Consumer Attorneys Friends of Weccacoe Playground, an organization committed to revitalizing an inner-city park and community center in Queen Village,  Public Justice Philadelphia where she lives with her husband and three children.  Philadelphia Bar Association

Admissions:  Delaware  New Jersey  Pennsylvania  United States District Court for the Eastern District of Pennsylvania

 U.S. District Court of New Jersey

 Second Circuit Court of Appeals Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 52 of 81 Page ID #:5485 Practice Areas:  Corporate Mismanagement & Shareholder Christina Donato Saler Derivative Action Christina Donato Saler is Senior Counsel in the Haverford Office. She joined the firm in July  Defective Products and Consumer Protection 2011. Christina concentrates her practice on  Non-Listed REITs prosecuting class action litigation, including securities fraud, consumer protection, and  Other Complex Litigation ERISA cases on behalf of shareholders,  Securities Fraud consumers and institutional clients. Christina is a member of the Firm’s Client Development

Group which is charged with developing and Education: maintaining strong client relations.  Rutgers University School of Law – Camden, Following her 2003 law school graduation, J.D., 2003 - with honors Christina was an associate with the  Rutgers Law Journal, Lead Articles Editor Philadelphia litigation boutique Kohn, Swift & Graf, P.C. where she prosecuted securities and consumer class actions as  First Year Moot Court “Best Oralist” well as represented individual plaintiffs in First Amendment cases against  Fairfield University, B.A., 1995 media defendants. Christina gained extensive experience in all aspects of complex litigation and significant trial experience. Christina’s accomplishments have been acknowledged by her peers. In 2011, 2012, Memberships & Associations: and 2013 she was selected as a Pennsylvania Rising Star SuperLawyer by  Pennsylvania Bar Association Law & Politics and the publishers of Philadelphia Magazine, a designation held by only 2.5 percent of lawyers statewide.  Philadelphia Bar Association Christina’s law school career was marked by several academic honors which included being named “Best Oralist” of her first year moot court Admissions: class. She was also a member of the Rutgers Law Journal and served on the Editorial Board as the Lead Articles Editor. In 2002, the Rutgers Law  Pennsylvania, 2003 Journal published her note, Pennsylvania Law Should No Longer Allow A  New Jersey, 2003 Parent’s Right to Testamentary Freedom to Outweigh the Dependent Child’s “Absolute Right to Child Support,” 34 Rutgers L.J. 235 (Fall 2002).  Third Circuit Court of Appeals, 2011 Also in 2002, Christina served as law clerk to The Honorable Mark I.  Eastern District Court of Pennsylvania, 2004 Bernstein, Court of Common Pleas – Commerce Court, First Judicial District of Pennsylvania.  District Court of New Jersey, 2003 As an attorney volunteer of the Volunteer for the Indigence Program (VIP) in Philadelphia, Christina represents individuals in jeopardy of Honors: losing their homes in the Philadelphia Common Pleas Court’s Mortgage Foreclosure Program.  2011, 2012, and 2013 Pennsylvania Rising Star Christina’s professional career began in advertising. She was a senior account executive with the Tierney Agency where she managed the execution of various advertising campaigns and Verizon’s contractual relationship with its spokesperson, James Earl Jones. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 53 of 81 Page ID #:5486 Our Attorneys-Associates

Practice Areas:  Corporate Mismanagement & Shareholder Vera G. Belger Derivative Action Vera G. Belger is an associate in the Wilmington  Mergers & Acquisitions office. Ms. Belger’s practice focuses on shareholder and unitholder class and derivative  Securities Fraud actions arising pursuant to Delaware law. Together with the Firm’s Partners, Ms. Education: Belger assisted in the prosecution of the following actions:  University of Virginia School of Law, J.D., 2008  In re Barnes & Noble Stockholder  University of Virginia, B.A., 2004 Derivative Litigation, C.A. No. 4813-CS (Del. Ch.) (Co-Lead Counsel in the Court of Chancery Admissions: derivative litigation arising from Barnes & Noble, Inc.’s acquisition of Barnes & Noble  Delaware College Booksellers, Inc., which resulted in a settlement of nearly  New York $30 million).  Connecticut  City of Roseville Employees’ Retirement System, et al. v. Ellison, et al., C.A. No. 6900-VCP (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative action challenging the acquisition by Oracle Corporation of Pillar Data Systems, Inc., a company majority-owned and controlled by Larry Ellison, the Chief Executive Officer and largest shareholder of Oracle, which led to a settlement valued at $440 million, one of the larger derivative settlements in the history of the Court of Chancery).

Ms. Belger’s pro bono activities included serving as a guardian ad litem through the Office of the Child Advocate. While attending law school, Ms. Belger was a Board Member of the Public Interest Law Association and a participant in the William Minor Lile Moot Court Competition. Following graduation, Ms. Belger was an associate with an international law firm where she practiced complex commercial litigation. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 54 of 81 Page ID #:5487 Practice Areas:  Corporate Mismanagement & Shareholder Tiffany J. Cramer Derivative Action Tiffany J. Cramer is an associate in the  Mergers & Acquisitions Wilmington office. Her entire practice is devoted to litigation, with an emphasis on corporate mismanagement & derivative Education: stockholder actions and mergers & acquisitions.  Villanova University School of Law, J.D., 2007 Together with the Firm’s Partners, Ms. Cramer  Co-President of Asian-Pacific American Law has assisted in the prosecution of numerous Students Association shareholder and unitholder class and derivative actions arising pursuant to Delaware law,  Tufts University, B.A., 2002 – cum laude in including: Political Science  In re Barnes & Noble Stockholder Derivative Litigation, C.A. No. 4813-CS (Del. Ch.) (Co-Lead Memberships & Associations: Counsel in the Court of Chancery derivative litigation arising from Barnes & Noble, Inc.’s acquisition of Barnes &  Delaware State Bar Association Noble College Booksellers, Inc., which resulted in a settlement of  The Richard S. Rodney American Inn of Court nearly $30 million).  In re Atlas Energy Resources, LLC Unitholder Litigation, Consol. C.A. Admissions: No. 4589-VCN (Co-Lead Counsel in the Court of Chancery class action litigation challenging Atlas America, Inc.’s acquisition of Atlas  Delaware, 2007 Energy Resources, LLC, which resulted in a settlement providing for  U.S. District Court for the District of Delaware, an additional $20 million fund for former Atlas Energy Unitholders). 2008  In Re Genentech, Inc. Shareholders Litigation, Consol. C.A. No. 3911- VCS (Del. Ch.) (Co-Lead Counsel in the Court of Chancery class action litigation challenging Roche Holding’s buyout of Genentech, Inc., which resulted in a settlement providing for, among other things, an additional $4 billion in consideration paid to the minority shareholders of Genentech, Inc.).  City of Roseville Employees’ Retirement System, et al. v. Ellison, et al., C.A. No. 6900-VCP (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative action challenging the acquisition by Oracle Corporation of Pillar Data Systems, Inc., a company majority-owned and controlled by Larry Ellison, the Chief Executive Officer and largest shareholder of Oracle, which led to a settlement valued at $440 million, one of the larger derivative settlements in the history of the Court of Chancery). Tiffany’s pro bono activities include serving as a volunteer attorney with the Delaware Volunteer Legal Services, an organization of volunteer attorneys who assist low income clients with problems in a variety of legal areas. While in law school, she served as law clerk to the Honorable Jane R. Roth of the United States Court of Appeals for the Third Circuit. While in college, she played the bassoon as a member of the Tufts Symphony Orchestra. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 55 of 81 Page ID #:5488 Practice Areas:  Defective Products and Consumer Protection Andrew W. Ferich  Automobile Defects & False Advertising Andrew W. Ferich is an associate in the Firm’s Haverford office. Andy focuses his  Whistleblower/Qui Tam Lawsuits practice on complex litigation, including in  Other Complex Litigation the Firm’s consumer protection and whistleblower/qui tam practice groups.  Pharmaceutical & Medical Device Litigation Prior to joining the Firm, Andy was an  Corporate Mismanagement & Shareholder associate at a national litigation firm in Derivative Action Philadelphia where he focused his practice on commercial litigation, financial services Education: litigation, and antitrust matters. Andy possesses major jury trial experience.  Villanova University School of Law, J.D., 2012 Andy currently assists in prosecuting the  Journal of Catholic Social Thought – Executive following matters, among others: Editor (2011-2012), Staff Editor (2010-2011) DeMarco, et al. v. AvalonBay Communities, Inc., et al., No. 2:15-cv-  Georgetown University, B.A. (Government), 00628-JLL-JAD (D.N.J.) (class action lawsuit on behalf of hundreds of 2009 tenants and former tenants of AvalonBay community that was destroyed in a massive fire, in which case C&T has been appointed Memberships and Associations: interim co-lead counsel);  Member, Philadelphia Bar Association Eberhart v. LG Electronics USA, Inc., No. 2:15-cv-01761-MCA-LDW (D.N.J.) (consumer action brought on behalf of class of purchasers of  Member, D.C. Bar certain LG LCD televisions with allegedly misrepresented performance specifications);  Member, New Jersey Bar Association In re: Elk Cross Timbers Decking Marketing, Sales Practices and Products  Member, Georgetown University Alumni Liability Litigation, No. 2;15-cv-00018-JLL-JAD (D.N.J.) (litigating products Admissions Program (AAP) liability case relating to allegedly defective wood-composite decking in  Member, Young Friends of the Philadelphia which C&T has been appointed to the Plaintiffs’ Steering Committee); Orchestra Larsen v. Vizio, Inc., No. 8:14-cv-01865-CJC-JCG (C.D. Cal.) (consumer action brought on behalf of class of purchasers of certain Vizio LCD televisions with allegedly misrepresented performance specifications); Admissions: Traxler, et al. v. PPG Industries, Inc., et al., No. 1:15-cv-00912-DAP (N.D. Bar Ohio) (class action brought on behalf of property owners relating to  Pennsylvania allegedly defective deck restoration product);  New Jersey Williams v. Butler & Hosch, P.A., No. 0:15-cv-61139-CMA (S.D. Fla.) (class action lawsuit on behalf of hundreds of former employees improperly  District of Columbia terminated under the WARN Act)

Andy received his law degree from Villanova University School of Law in Courts 2012. While in law school, Andy clerked for a small suburban Philadelphia law firm. Prior to law school, Andy attended Georgetown  Eastern District of Pennsylvania University and was a member of the baseball team. During his time in  District of New Jersey college, Andy also worked on Capitol Hill and for a well-known D.C. think tank. Andy is admitted to practice in Pennsylvania, New Jersey, and the District of Columbia. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 56 of 81 Page ID #:5489 Practice Areas:  Automobile Defects and False Advertising Alison Gabe Gushue  Defective Products and Consumer Protection Alison G. Gushue is an associate in the Firm’s Haverford Office. Her practice is devoted to  Other Complex Litigation litigation, with an emphasis on consumer fraud,  Securities Fraud securities, and derivative cases. Ms. Gushue also provides assistance to the Firm’s Institutional Client Services Group. Education: Prior to joining the firm, Ms. Gushue was  Villanova University School of Law, J.D., 2006 counsel to the Pennsylvania Securities  Villanova Environmental Law Journal – Commission in the Division of Corporation managing editor of student works (2006), staff Finance. In this capacity, she was responsible writer (2005) for reviewing securities registration filings for compliance with state securities laws and for  University of California, Los Angeles, B.A., 2003 working with issuers and issuers’ counsel to – cum laude bring noncompliant filings into compliance. Together with the Partners, Ms. Gushue has provided substantial Membership & Associations: assistance in the prosecution of the following cases:  Member, Philadelphia Bar Association  Lockabey et al. v. American Honda Motor Co., Inc., Case No. 37-2010 -00087755-CU-BT (San Diego Super. Ct.) (settlement valued by court Admissions: at $170 million for a class of 460,000 purchasers and lessees of Honda Civic Hybrids to resolve claims that the vehicle was  Pennsylvania advertised with fuel economy representations it could not achieve  New Jersey under real-world driving conditions, and that a software update to the IMA system further decreased fuel economy and performance)  Eastern District of Pennsylvania  In re DVI Inc. Securities Litigation, Case No. 2:03-cv-05336-LDD (over  District of New Jersey $17m in settlements recovered for the shareholder class in lawsuit alleging that the company’s officers and directors, in conjunction Honors: with its external auditors and outside counsel, violated the federal securities laws)  Pennsylvania Super Lawyers Rising Star 2013-  In re LG Front Loading Washing Machine Litigation, Case No. 2:08-cv 2015 -61 (D.N.J); and In re Whirlpool Front Loading Washing Machine Litigation, Case No. 1:08-wp-65000 (N.D. Oh.) (pending cases which allege that LG and Whirlpool’s front loading washing machines suffer from a defect that leads to the formation of mold and mildew on the inside of the washing machines and production of foul and noxious odors) Ms. Gushue has also provided pro bono legal services to nonprofit organizations in Philadelphia such as the Philadelphia Bankruptcy Assistance Project and the Public Interest Law Center of Philadelphia. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 57 of 81 Page ID #:5490 Practice Areas:  Securities Fraud Stephanie E. Saunders  Corporate Mismanagement and Shareholder Stephanie E. Saunders is an associate Derivative Action in the Firm’s Haverford office. She  Defective Products and Consumer Protection focuses her practice on complex  Other Complex Litigation litigation including securities fraud, shareholder derivative, and Education: consumer protection cases. She also  Drexel University Thomas R. Kline School of Law, provides assistance to the Firm’s J.D., 2015 Client Development Group which is  Drexel University, B.S. in Business Administration, 2005 responsible for establishing and maintaining strong client relations. Memberships and Associations: Stephanie received her law degree from the Drexel  Member, Philadelphia Bar Association University Thomas R. Kline School of Law in 2015. Her law  Member, Pennsylvania Bar Association school career was marked by several academic honors which included being named the CALI Excellence for the Admissions: Future Award® recipient in Legal Methods & Legal Writing  Pennsylvania, 2015 for earning the highest grade in the class. While in law school, she clerked for the Firm and conducted her practice- intensive semester long co-op with the Firm during her second year of law school. Upon graduating from Drexel University’s LeBow College of Business in 2005, Stephanie began her professional career in marketing. She was an integrated marketing and promotions manager with Condé Nast Publications in Manhattan where she managed and executed print and digital advertising campaigns. Upon returning to the Philadelphia region, she joined PNC Wealth Management where she was the marketing segment manager of Hawthorn, an ultra-high net worth multi-family office, where she was responsible for the development of integrated marketing plans, advertising, and client events. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 58 of 81 Page ID #:5491 Practice Areas

Health & Welfare Fund Assets

C&T Protects Clients’ Health & Welfare Fund Assets Through Monitoring Services & Vigorously Pursuing Health & Welfare Litigation.

At no cost to the client, C&T seeks to protect its clients’ health & welfare fund assets against fraud and other wrongdoing by monitoring the health & welfare fund’s drug purchases, Pharmacy benefit Managers and other health service providers. In addition, C&T investigates potential claims and, on a fully-contingent basis, pursues legal action for the client on meritorious claims involving the clients’ heath & welfare funds. These claims could include: the recovery of excessive charges due to misconduct by health service providers; antitrust claims to recover excessive prescription drug charges and other costs due to corporate collusion and misconduct; and, cost-recovery claims where welfare funds have paid for health care treatment resulting from defective or dangerous drugs or medical devices.

Monitoring Financial Investments

C&T Protects Clients’ Financial Investments Through Securities Fraud Monitoring Services.

Backed by extensive experience, knowledge of the law and successes in this field, C&T utilizes various information systems and resources (including forensic accountants, financial analysts, seasoned investigators, as well as technology and data collection specialists, who can cut to the core of complex financial and commercial documents and transactions) to provide our institutional clients with a means to actively protect the assets in their equity portfolios. As part of this no-cost service, for each equity portfolio, C&T monitors relevant financial and market data, pricing, trading, news and the portfolio’s losses. C&T investigates and evaluates potential securities fraud claims and, after full consultation with the client and at the client’s direction, C&T will, on a fully-contingent basis, pursue legal action for the client on meritorious securities fraud claims.

Corporate Transactional

C&T Protects Shareholders’ Interest by Holding Directors Accountable for Breaches of Fiduciary Duties

Directors and officers of corporations are obligated by law to exercise good faith, loyalty, due care and complete candor in managing the business of the corporation. Their duty of loyalty to the corporation and its shareholders requires that they act in the best interests of the corporation at all times. Directors who breach any of these “fiduciary” duties are accountable to the stockholders and to the corporation itself for the harm caused by the breach. A substantial part of the practice of Chimicles & Tikellis LLP involves representing shareholders in bringing suits for breach of fiduciary duty by corporate directors. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 59 of 81 Page ID #:5492 Practice Areas

Securities Fraud

C&T Protects and Recovers Clients’ Assets Through the Vigorous Pursuit of Securities Fraud Litigation.

C&T has been responsible for recovering over $1 billion for institutional and individual investors who have been victims of securities fraud. The prosecution of securities fraud often involves allegations that a publicly traded corporation and its affiliates and/or agents disseminated materially false and misleading statements to investors about the company’s financial condition, thereby artificially inflating the price of that stock. Often, once the truth is revealed, those who invested at a time when the company’s stock was artificially inflated incur a significant drop in the value of their stock. C&T’s securities practice group comprises seasoned attorneys with extensive trial experience who have successfully litigated cases against some of the nation’s largest corporations. This group is strengthened by its use of forensic accountants, financial analysts, and seasoned investigators.

Antitrust and Unfair Competition

C&T Enforces Clients’ Rights Against Those Who Violated Antitrust Laws.

C&T successfully prosecutes an array of anticompetitive conduct, including price fixing, tying agreements, illegal boycotts and monopolization, anticompetitive reverse payment accords, and other conduct that improperly delays the market entry of less expensive generic drugs . As counsel in major litigation over anticompetitive conduct by the makers of brand-name prescription drugs, C&T has helped clients recover significant amounts of price overcharges for blockbuster drugs such as BuSpar, Coumadin, Cardizem, Flonase , Relafen, and Paxil, Toprol-XL, and TriCor.

Real Estate Investment Trusts

C&T is a Trail Blazer in Protecting Clients’ Investments in Non-Listed Equities.

C&T represents limited partners and purchaser of stock in limited partnerships and real estate investment trusts (non-listed REITs) which are publicly-registered but not traded on a national stock exchange. These entities operate outside the realm of a public market that responds to market conditions and analysts’ scrutiny, so the investors must rely entirely on the accuracy and completeness of the financial and other disclosures provided by the company about its business, its finances, and the value of its securities. C&T prosecutes: (a) securities law violations in the sale of the units or stock; (b) abusive management practices including self-dealing transactions and the payment of excessive fees; (c) unfair transactions involving sales of the entities’ assets; and (d) buy-outs of the investors’ interests. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 60 of 81 Page ID #:5493 Practice Areas

Shareholder Derivative Action

C&T is a Leading Advocate for Prosecuting and Protecting Shareholder Rights through Derivative Lawsuits and Class Actions.

C&T is at the forefront of persuading courts to recognize that actions taken by directors (or other fiduciaries) of corporations or associations must be in the best interests of the shareholders. Such persons have duties to the investors (and the corporation) to act in good faith and with loyalty, due care and complete candor. Where there is an indication that a director’s actions are influenced by self-interest or considerations other than what is best for the shareholders, the director lacks the independence required of a fiduciary and, as a consequence, that director’s decisions cannot be honored. A landmark decision by the Supreme Court of Delaware underscored the sanctity of this principal and represented a major victory for C&T’s clients.

Corporate Mismanagement

C&T is a Principal Advocate for Sound Corporate Governance and Accountability.

C&T supports the critical role its investor clients serve as shareholders of publicly held companies. Settlements do not provide exclusively monetary benefits to our clients. In certain instances, they may include long term reforms by a corporate entity for the purpose of advancing the interests of the shareholders and protecting them from future wrongdoing by corporate officers and directors. On behalf of our clients, we take corporate directors’ obligations seriously. It’s a matter of justice. That’s why C&T strives not to only obtain maximum financial recoveries, but also to effect fundamental changes in the way companies operate so that wrongdoing will not reoccur.

Defective Products and Consumer Protection

C&T Protects Consumers from Defective Products and Deceptive Conduct.

C&T frequently represents consumers who have been injured by false advertising, or by the sale of defective goods or services. The firm has achieved significant recoveries for its clients in such cases, particularly in those involving defectively designed automobiles and other consumer products. C&T has also successfully prosecuted actions against banks and other large institutions for engaging in allegedly deceptive conduct. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 61 of 81 Page ID #:5494 Representative Cases Securities Cases Involving Real Estate Investments

CNL Hotels & Resorts Inc. Securities Litigation, Case No. 6:04-CV-1231, United States District Court, Middle District of Florida.

C&T was Lead Litigation Counsel in CNL Hotels & Resorts Inc. Securities Litigation, representing a Michigan Retirement System, other named plaintiffs and over 100,000 investors in this federal securities law class action that was filed in August 2004 against the nation’s second largest hotel real estate investment trust, CNL Hotels & Resorts, Inc. (f/k/a CNL Hospitality Properties, Inc.) (“CNL Hotels”) and certain of its affiliates, officers and directors. CNL raised over $3 billion from investors pursuant to what Plaintiffs alleged to be false and misleading offering materials. In addition, in June 2004 CNL proposed an affiliated-transaction that was set to cost the investors and the Company over $300 million (“Merger”).

The Action was filed on behalf of: (a) CNL Hotels shareholders entitled to vote on the proposals presented in CNL Hotels’ proxy statement dated June 21, 2004 (“Proxy Class”); and (b) CNL Hotels’ shareholders who acquired CNL Hotels shares pursuant to or by means of CNL Hotels’ public offerings, registration statements and/or prospectuses between August 16, 2001 and August 16, 2004 (“Purchaser Class”).

The Proxy Class claims were settled by (a) CNL Hotels having entered into an Amended Merger Agreement which significantly reduced the amount that CNL Hotels paid to acquire its Advisor, CNL Hospitality Corp., compared to the Original Merger Agreement approved by CNL Hotels’ stockholders pursuant to the June 2004 Proxy; (b) CNL Hotels having entered into certain Advisor Fee Reduction Agreements, which significantly reduced certain historic, current, and future advisory fees that CNL Hotels paid its Advisor before the Merger; and (c) the adoption of certain corporate governance provisions by CNL Hotels’ Board of Directors. In approving the Settlement, the Court concluded that in settling the Proxy claims, “a substantial benefit [was] achieved (estimated at approximately $225,000,000)” and “this lawsuit was clearly instrumental in achieving that result.” The Purchaser Class claims were settled by Settling Defendants’ payment of $35,000,000, payable in three annual installments (January 2007 to January 2009).

On August 1, 2006, the Federal District Court in Orlando, Florida granted final approval of the Settlement as fair, reasonable, and adequate, and in rendering its approval of an award of attorneys’ fees and costs to Plaintiffs’ Counsel, the Court noted that “Plaintiffs’ counsel pursued this complex case diligently, competently and professionally” and “achieved a successful result.” More than 100,000 class members received notice of the proposed settlement and no substantive objection to the settlement, plan of allocation or fee petition was voiced by any class member. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 62 of 81 Page ID #:5495 Representative Cases Securities Cases Involving Real Estate Investments

In re Real Estate Associates Limited Partnership Litigation, Case No. CV 98-7035, United States District Court, Central District of California.

Chimicles & Tikellis LLP achieved national recognition for obtaining, in a federal securities fraud action, the first successful plaintiffs’ verdict under the PSLRA. Senior partner Nicholas E. Chimicles was Lead Trial Counsel in the six-week jury trial in federal court in Los Angeles, in October 2002. The jury verdict, in the amount of $185 million (half in compensatory damages; half in punitive damages), was ranked among the top 10 verdicts in the nation for 2002. After the court reduced the punitive damage award because it exceeded California statutory limits, the case settled for $83 million, representing full recovery for the losses of the class. At the final hearing, held in November 2003, the Court praised Counsel for achieving both a verdict and a settlement that “qualif[ied] as an exceptional result” in what the Judge regarded as “a very difficult case…” In addition, the Judge noted the case’s “novelty and complexity…and the positive reaction of the class. Certainly, there have been no objections, and I think Plaintiffs’ counsel has served the class very well.”

Case Summary: In August of 1998, over 17,000 investors (“Investor Class”) in 8 public Real Estate Associates Limited Partnerships (“REAL Partnerships”) were solicited by their corporate managing general partner, defendant National Partnership Investments Corp. (“NAPICO”), and other Defendants via Consent Solicitations filed with the Securities and Exchange Commission (“SEC”), to vote in favor of the sale of the REAL Partnerships’ interests in 98 limited partnerships (“Local Partnerships”). In a self-dealing and interested transaction, the Investor Class was asked to consent to the sale of these interests to NAPICO’s affiliates (“REIT Transaction”). In short, Plaintiffs alleged that defendants structured and carried out this wrongful and self-dealing transaction based on false and misleading statements, and omissions in the Consent Solicitations, resulting in the Investor Class receiving grossly inadequate consideration for the sale of these interests. Plaintiffs’ expert valued these interests to be worth a minimum of $86,523,500 (which does not include additional consideration owed to the Investor Class), for which the Investor Class was paid only $20,023,859.

Plaintiffs and the Certified Class asserted claims under Section 14 of the Securities Exchange Act of 1934 (“the Exchange Act”), alleging that the defendants caused the Consent Solicitations to contain false or misleading statements of material fact and omissions of material fact that made the statements false or misleading. In addition, Plaintiffs asserted that Defendants breached their fiduciary duties by using their positions of trust and authority for personal gain at the expense of the Limited Partners. Moreover, Plaintiffs sought equitable relief for the Limited Partners including, among other things, an injunction under Section 14 of the Exchange Act for violation of the “anti-bundling rules” of the SEC, a declaratory judgment decreeing that defendants were not entitled to indemnification from the REAL Partnerships.

Trial: This landmark case is the first Section 14 – proxy law- securities class action seeking damages, a significant monetary recovery, for investors that has been tried, and ultimately won, before a jury anywhere in the United States since the enactment of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). Trial began on October 8, 2002 before a federal court jury in Los Angeles. The jury heard testimony from over 25 witnesses, and trial counsel moved into evidence approximately 4,810 exhibits; out of those 4,810 exhibits, witnesses were questioned about, or referred to, approximately 180 exhibits. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 63 of 81 Page ID #:5496 Representative Cases Securities Cases Involving Real Estate Investments

On November 15, 2002, the ten‑member jury, after more than four weeks of trial and six days of deliberation, unanimously found that Defendants knowingly violated the federal proxy laws and that NAPICO breached its fiduciary duties, and that such breach was committed with oppression, fraud and malice. The jury’s unanimous verdict held defendants liable for compensatory damages of $92.5 million in favor of the Investor Class. On November 19, 2002, a second phase of the trial was held to determine the amount of punitive damages to be assessed against NAPICO. The jury returned a verdict of $92.5 million in punitive damages. In total, trial counsel secured a unanimous jury verdict of $185 million on behalf of the Investor Class.

With this victory, Mr. Chimicles and the trial team secured the 10th largest verdict of 2002. (See, National Law Journal, “The Largest Verdicts of 2002”, February 2, 3003; National Law Journal, “Jury Room Rage”, Feb. 3. 2002). Subsequent to post-trial briefing and rulings, in which the court reduced the punitive damage award because it exceeded California statutory limits, the case settled for $83 million. The settlement represented full recovery for the losses of the class.

Prosecuting and trying this Case required dedication, tenacity, and skill: This case involved an extremely complex transaction. As Lead Trial Counsel, C&T was faced with having to comprehensively and in an understandable way present complex law, facts, evidence and testimony to the jury, without having them become lost (and thus, indifferent and inattentive) in a myriad of complex terms, concepts, facts and law. The trial evidence in this case originated almost exclusively from the documents and testimony of Defendants and their agents. As Lead Trial Counsel, C&T was able, through strategic cross-examination of expert witnesses, to effectively stonewall defendants’ damage analysis. In addition, C&T conducted thoughtful and strategic examination of defendants’ witnesses, using defendants’ own documents to belie their testimony.

The significance of the case: The significance of this trial and the result are magnified by the public justice served via this trial and the novelty of issues tried. This case involved a paradigm of corporate greed, and C&T sent a message to not only the Defendants in this Action, but to all corporate fiduciaries, officers, directors and partners, that it does not pay to steal, lie and cheat. There needs to be effective deterrents, so that “corporate greed” does not pay. The diligent and unrelenting prosecution and trial of this case by C&T sent that message.

Moreover, the issues involved were novel and invoked the application of developing case law that is not always uniformly applied by the federal circuit courts. In Count I, Plaintiffs alleged that defendants violated § 14 of the Exchange Act. Subsequent to the enactment of the PLSRA, the primary relief sought and accorded for violations of the proxy laws is a preliminary injunction. Here, the consummation of the REIT Transaction foreclosed that form of relief. Instead, Plaintiffs’ Counsel sought significant monetary damages for the Investor Class on account of defendants’ violations of the federal proxy laws. C&T prevailed in overcoming defendants’ characterization of the measure of damages that the Investor Class was required to prove (defendants argued for a measure of damages equivalent to the difference in the value of the security prior to and subsequent to the dissemination of the Consent Solicitations), and instead, successfully recouped damages for the value of the interests and assets given up by the Investor Class. The case is important in the area of enforcement of fiduciary duties in public partnerships which are a fertile ground for unscrupulous general partners to cheat the public investors. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 64 of 81 Page ID #:5497 Representative Cases Securities Cases Involving Real Estate Investments

Aetna Real Estate Associates LP Nicholas Chimicles and Pamela Tikellis represented a Class of unitholders who sought dissolution of the partnership because the management fees paid to the general partners were excessive and depleted the value of the partnership. The Settlement, valued in excess of $20 million, included the sale of partnership property to compensate the class members, a reduction of the management fees, and a special cash distribution to the class.

City of St. Clair Shores General Employees Retirement System, et al. v. Inland Western Retail Real Estate Trust, Inc., Case No. 07 C 6174, United States District Court, Northern District of Illinois .

C&T was principal litigation counsel for the plaintiff class of stockholders that challenged the accuracy of a proxy statement that was used to secure stockholder approval of a merger between an external advisor and property managers and the largest retail real estate trust in the country. In 2010, in a settlement negotiation lead by the Firm, we succeeded in having $90 million of a stock, or 25% of the merger consideration, paid back to the REIT.

Wells and Piedmont Real Estate Investment Trust, Inc., Securities Litigation, Case Nos. 1:07-cv-00862, 02660, United States District Court, Northern District of Georgia.

C&T served as co-lead counsel in this federal securities class action on behalf of Wells REIT/Piedmont shareholders. Filed in 2007, this lawsuit charged Wells REIT, certain of its directors and officers, and their affiliates, with violations of the federal securities laws for their conducting an improper, self-dealing transaction and recommending that shareholders reject a mid- 2007 tender offer made for the shareholders’ stock. On the verge of trial, the Cases settled for $7.5 million and the Settlement was approved in 2013.

In re Cole Credit Property Trust III, Inc. Derivative and Class Litigation, Case No. 24-C-13-001563, Circuit Court for Baltimore City.

In this Action filed in 2013, C&T, as chair of the executive committee of interim class counsel, represents Cole Credit Property Trust III (“CCPT III”) investors, who were, without their consent, required to give Christopher Cole (CCPT III’s founder and president) hundreds of millions of dollars’ worth of consideration for a business that plaintiffs allege was worth far less. The Action also alleges that, in breach of their fiduciary obligations to CCPT III investors, CCPT III’s Board of Directors pressed forward with this wrongful self-dealing transaction rebuffing an offer from a third party that proposed to acquire the investors’ shares in a $9 billion dollar deal. Defendants have moved to dismiss the complaint, and plaintiffs have filed papers vigorously opposing the motion. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 65 of 81 Page ID #:5498 Representative Cases Securities Cases Involving Real Estate Investments

Delaware County Employees Retirement Fund v. Barry M. Portnoy, et al., Case No. 1:13-cv-10405, United States District Court, District Court of Massachusetts.

C&T is lead counsel in an action pending in federal court in Boston filed on behalf of Massachusetts-based CommonWealth REIT (“CWH”) and its shareholders against CWH’s co-founder Barry Portnoy and his son Adam Portnoy (“Portnoys”), and their wholly-owned entity Reit Management & Research, LLC (“RMR”), and certain other former and current officers and trustees of CWH (collectively, “Defendants”). The Action alleges a long history of management abuse, self-dealing, and waste by Defendants, which conduct constitutes violations of the federal securities laws and fiduciary duties owed by Defendants to CWH and its shareholders. Plaintiff seeks damages and to enjoin Defendants from any further self-dealing and mismanagement. The Defendants sought to compel the Plaintiff to arbitrate the claims, and Plaintiff has vigorously opposed such efforts on several grounds including that CWH and its shareholders did not consent to arbitration and the arbitration clause is facially oppressive and illegal. The parties are awaiting the Court’s ruling on that matter.

In re Empire State Realty Trust, Inc. Investor Litigation, Case 650607/2012, New York Supreme Court.

In this action filed in 2012, C&T represents investors who own the Empire State Building, as well as several other Manhattan properties, whose interests and assets are proposed to be consolidated into a new entity called Empire State Realty Trust Inc. The investors filed an action against the transaction’s chief proponents, members of the Malkin family, certain Malkin- controlled companies, and the estate of Leona Helmsley, claiming breaches of fiduciary for, among other things, such proponents being disproportionately favored in the transaction. A Settlement of the Litigation has been reached and was approved in full by the Court. The Settlement consists of: a cash settlement fund of $55 million, modifications to the transaction that result in an over $100 million tax deferral benefit to the investors, and defendants will provide additional material information to investors about the transaction. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 66 of 81 Page ID #:5499 Representative Cases Securities Cases (Non-Real Estate)

Continental Illinois Corporation Securities Litigation, Civil Action No. 82 C 4712, United States District Court, Northern District of Illinois.

Nicholas Chimicles served as lead counsel for the shareholder class in this action alleging federal securities fraud. Filed in the federal district court in Chicago, the case arose from the 1982 oil and gas loan debacle that ultimately resulted in the Bank being taken over by the FDIC. The case involved a twenty-week jury trial conducted by Mr. Chimicles in 1987. Ultimately, the Class recovered nearly $40 million.

PaineWebber Limited Partnerships Litigation, 94 Civ. 8547, United States District Court, Southern District of New York

The Firm was chair of the plaintiffs’ executive committee in a case brought on behalf of tens of thousands of investors in approximately 65 limited partnerships that were organized or sponsored by PaineWebber. In a landmark settlement, investors were able to recover $200 million in cash and additional economic benefits following the prosecution of securities law and RICO (Racketeer Influenced and Corrupt Organizations Act) claims.

ML-Lee Litigation, ML Lee Acquisition Fund L.P. and ML-Lee Acquisition Fund II L.P. and ML-Lee Acquisition Fund (Retirement Accounts), (C.A. Nos. 92-60, 93-494, 94-422, and 95-724), United States District Court, District of Delaware.

C&T represented three classes of investors who purchased units in two investment companies, ML-Lee Funds (that were jointly created by Merrill Lynch and Thomas H. Lee). The suits alleged breaches of the federal securities laws, based on the omission of material information and the inclusion of material misrepresentations in the written materials provided to the investors, as well as breaches of fiduciary duty and common law by the general partners in regard to conduct that benefited them at the expense of the limited partners. The complaint included claims under the often-ignored Investment Company Act of 1940, and the case witnessed numerous opinions that are considered seminal under the ICA. The six-year litigation resulted in $32 million in cash and other benefits to the investors.

Orrstown Financial Services, Inc., et al, Securities Litigation, Case No. 12-cv-00793 United States District Court, Middle District of Pennsylvania.

In this federal securities fraud class action filed in 2012, C&T serves as Lead Counsel, and the Southeastern Pennsylvania Transportation Authority as Lead Plaintiff. The action alleges that Defendants violated the Securities Act of 1933 and the Securities Exchange Act of 1934 by misleading investors concerning material information about Orrstown’s loan portfolio, underwriting practices, and internal controls. After extensive investigation, including having interviewed several confidential witnesses, C&T filed a 100+ page amended complaint in early 2012. Defendants have moved to dismiss the complaint, and plaintiffs have filed papers vigorously opposing the motion. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 67 of 81 Page ID #:5500 Representative Cases Securities Cases (Non-Real Estate)

In re Colonial BancGroup, Inc. Securities Litigation, Case No. 09-CV-00104, United States District Court, Middle District of Alabama.

C&T is actively involved in prosecuting this securities class action arising out of the 2009 failure of Colonial Bank, in which Norfolk County Retirement System, State-Boston Retirement System, City of Brockton Retirement System, and Arkansas Teacher Retirement System are the Court-appointed lead plaintiffs. The failure of Colonial Bank was well-publicized and ultimately resulted in several criminal trials and convictions of Colonial officers and third parties involved in a massive fraud in Colonial’s mortgage warehouse lending division. The pending securities lawsuit includes allegations arising out of the mortgage warehouse lending division fraud, as well as allegations that Colonial misled investors concerning its operations in connection with two public offerings of shares and bonds in early 2008, shortly before the Bank’s collapse. In April 2012, the Court approved a $10.5 million settlement of Plaintiffs’ claims against certain of Colonial’s directors and officers. Plaintiffs’ claims against Colonial’s auditor, PwC, and the underwriters of the 2008 offerings are ongoing. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 68 of 81 Page ID #:5501 Representative Cases Delaware and Other Merger and Acquisition Suits

In re Genentech, Inc. Shareholders Litigation, C.A. No. 3911-VCS, Delaware Court of Chancery.

In this shareholder class action, C&T served as Co-Lead Counsel representing minority stockholders of Genentech, Inc. in an action challenging actions taken by Roche Holdings, Inc. (“Roche”) to acquire the remaining approximately 44% of the outstanding common stock of Genentech, Inc. (“Genentech”) that Roche did not already own. In particular, Plaintiffs challenged that Roche’s conduct toward the minority was unfair and violated pre-existing governance agreements between Roche and Genentech. During the course of the litigation, Roche increased its offer from $86.50 per share to %95 per share, a $4 billion increase in value for Genentech’s minority shareholders. That increase and other protections for the minority provided the bases for the settlement of the action, which was approved by the Court of chancery on July 9, 2009.

In re Kinder Morgan Shareholder Litigation, C.A. No. 06-c-801, District Court of Shawnee County, Kansas

In this shareholder class action, C&T served as Co-Lead Counsel representing former stockholders of Kinder Morgan, Inc. (KMI) in an action challenging the acquisition of Kinder Morgan by a buyout group lead by KMI’s largest stockholder and Chairman, Richard Kinder. Plaintiffs alleged that Mr. Kinder and a buyout group of investment banks and private equity firms leveraged Mr. Kinder’s knowledge and control of KMI to acquire KMI for less than fair value. As a result of the litigation, Defendants agreed to pay $200 million into a settlement fund, believed to be the largest of its kind in any buyout-related litigation. The district Court of Shawnee County, Kansas approved the settlement on November 19, 2010.

In re Freeport-McMoran Sulphur, Inc. Shareholder Litigation, C.A. No. 16729, Delaware Court of Chancery.

In this shareholder class action, C&T serves as Lead Plaintiffs’ Counsel representing investors in a stock-for-stock merger of two widely held public companies, seeking to remedy the inadequate consideration the stockholders of Sulphur received as part of the merger. In June 2005, the Court of Chancery denied defendants’ motions for summary judgment, allowing Plaintiffs to try each and every breach of fiduciary duty claim asserted in the Action. In denying defendants’ motions for summary judgment the Court held there were material issues of fact regarding certain board member’s control over the Board including the Special Committee members and the fairness of the process employed by the Special Committee implicating the duty of entire fairness and raising issues regarding the validity of the Board action authorizing the merger. The decision has broken new ground in the field of corporate litigation in Delaware. Before the trial commenced, Plaintiffs and Defendants agreed in principle to settle the case. The settlement, which was approved in April 2006, provides for a cash fund of $17,500,000. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 69 of 81 Page ID #:5502 Representative Cases Delaware and Other Merger and Acquisition Suits

In re Chiron Shareholder Deal Litigation, Case No. RG05-230567 (Cal. Super.) & In re Chiron Corporation Shareholder Litigation, C.A. No. 1602-N, Delaware Court of Chancery

C&T represents stockholders of Chiron Corporation in an action which challenged the proposed acquisition of Chiron Corporation by its 42% stockholder, Novartis AG. Novartis announced a $40 per share merger proposal on September 1, 2005, which was rejected by Chiron on September 5, 2005. On October 31, Chiron announced an agreement to merge with Novartis at a price of $45 per share. C&T was co-lead counsel in the consolidated action brought in the Delaware Court of Chancery. Other similar actions were brought by other Chiron shareholders in the Superior Court of California, Alameda City. The claims in the Delaware and California actions were prosecuted jointly in the Superior Court of California. C&T, together with the other counsel for the stockholders, obtained an order from the California Court granting expedited proceedings in connection with a motion preliminary to enjoin the proposed merger. Following extensive expedited discovery in March and April, 2006, and briefing on the stockholders’ motion for injunctive relief, and just days prior to the scheduled hearing on the motion for injunctive relief, C&T, together with Co-lead counsel in the California actions, negotiated an agreement to settle the claims which included, among other things, a further increase in the merger price to $48 per share, or an additional $330 million for the public stockholders of Chiron. On July 25, 2006, the Superior Court of California, Alameda County, granted final approval to the settlement of the litigation.

Gelfman v. Weeden Investors, L.P., Civ. Action No. 18519-NC, Delaware Court of Chancery

Chimicles & Tikellis LLP served as class counsel, along with other plaintiffs’ firms, in this action against the Weeden Partnership, its General Partner and various individual defendants filed in the Court of Chancery in the State of Delaware. In this Class Action, Plaintiffs alleged that Defendants breached their fiduciary duties to the investors and breached the Partnership Agreement. The Delaware Chancery Court conducted a trial in this action which was concluded in December 2003. Following the trial, the Chancery Court received extensive briefing from the parties and heard oral argument. On June 14, 2004, the Chancery Court issued a memorandum opinion, which was subsequently modified, finding that the Defendants breached their fiduciary duties and the terms of the Partnership Agreement, with respect to the investors, and that Defendants acted in bad faith (“Opinion”). This Opinion from the Chancery Court directed an award of damages to the classes of investors, in addition to other relief. In July 2004, Class Counsel determined that it was in the best interests of the investors to settle the Action for over 90% of the value of the monetary award under the Opinion (over $8 million).

I.G. Holdings Inc., et al. v. Hallwood Realty, LLC, et al., C.A. No. 20283, Delaware Court of Chancery.

In the Delaware Court of Chancery, C& T represented the public unitholders of Hallwood Realty L.P. The action challenged the general partner's refusal to redeem the Partnership's rights plan or to sell the Partnership to maximize value for the public unitholders. Prior to the filing of the action, the Partnership paid no distributions and Units of the Partnership normally traded in the range of $65 to $85 per unit. The prosecution of the action by C&T caused the sale of the Partnership, ultimately yielding approximately $137 per Unit for the unitholders plus payment of the attorneys’ fees of the Class. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 70 of 81 Page ID #:5503 Representative Cases Delaware and Other Merger and Acquisition Suits

Southeastern Pennsylvania Transportation Authority v. Josey, et. al., C.A. No. 5427, Delaware Court of Chancery.

Chimicles & Tikellis served as class counsel in this action challenging the acquisition of Mariner Energy, Inc. by Apache Corporation. Following expedited discovery, C&T negotiated a settlement which led to the unprecedented complete elimination of the termination fee from the merger agreement and supplemental disclosures regarding the merger. On March 15, 2011, the Delaware Court of Chancery granted final approval to the settlement of the litigation.

In re Pepsi Bottling Group, Inc. Shareholders Litigation, C.A. No. 4526, Delaware Court of Chancery.

The Firm served as class counsel, along with several other firms challenging PepsiCo’s buyout of Pepsi Bottling Group, Inc. C&T’s efforts prompted PepsiCo to raise its buyout offer for Pepsi Bottling Group, Inc. by approximately $1 billion and take other steps to improve the buyout on behalf of public stockholders.

In re Atlas Energy Resources LLC, Unitholder Litigation, Consol C.A. No. 4589, Delaware Court of Chancery.

The Firm was co-lead counsel in an action challenging the fairness of the acquisition of Atlas Energy Resources LLC by its controlling shareholder, Atlas America, Inc. After over two-years of complex litigation, the Firm negotiated a $20 million cash settlement, which was finally approved by the court on May 14, 2012.

In re J. Crew Group, Inc. S’holders Litigation, C.A. No. 6043, Delaware Court of Chancery.

The Firm was co-lead counsel challenging the fairness of a going private acquisition of J.Crew by TPG and members of J.Crew’s management. After hard-fought litigation, the action resulted in a settlement fund of $16 million and structural changes to the go-shop process, including an extension of the go-shop process, elimination of the buyer’s informational and matching rights and requirement that the transaction to be approved by a majority of the unaffiliated shareholders. The settlement was finally approved on December 16, 2011.

Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 71 of 81 Page ID #:5504 Representative Cases Delaware and Other Merger and Acquisition Suits

In re McKesson Derivative Litigation, Saito, et al. v. McCall, et al., C.A. No. 17132, Delaware Court of Chancery. As Lead Counsel in this stockholder derivative action, C&T challenged the actions of the officers, directors and advisors of McKesson and HBOC in proceeding with the merger of the two companies when their managements were allegedly aware of material accounting improprieties at HBOC. In addition, C&T also brought (under Section 220 of the Delaware Code) a books and records case to discover information about the underlying events. C&T successfully argued in the Delaware Courts for the production of the company’s books and records which were used in the preparation of an amended derivative complaint in the derivative case against McKesson and its directors. Seminal opinions have issued from both the Delaware Supreme Court and Chancery Court about Section 220 actions and derivative suits as a result of this lawsuit. Plaintiffs agreed to a settlement of the derivative litigation subject to approval by the Delaware Court of Chancery, pursuant to which the Individual Defendants’ insurers will pay $30,000,000 to the Company. In addition, a claims committee comprised of independent directors has been established to prosecute certain of Plaintiffs’ claims that will not be released in connection with the proposed settlement. Further, the Company will maintain important governance provisions among other things ensuring the independence of the Board of Directors from management. On February 21, 2006, the Court of Chancery approved the Settlement and signed the Final Judgment and Order and Realignment Order.

Barnes & Noble Inc., C.A. No. 4813, Delaware Court of Chancery.

C&T served as Co-Lead Counsel in a shareholder lawsuit brought derivatively on behalf of Barnes & Noble (“B&N”) alleging wrongdoing by the B&N directors for recklessly causing B&N to acquire Barnes & Noble College Booksellers, Inc. (“College Books”) the “Transaction”) from B&N’s founder, Chairman and controlling stockholder, Leonard Riggio (“Riggio”) at a grossly excessive price, subjecting B&N to excessive risk. The case settled for nearly $30 million and finally approved by the court on September 4, 2012.

Sample v. Morgan, et. al., C.A. No. 1214-VCS, Delaware Court of Chancery.

Action alleging that members of the board of directors of Randall Bearings, Inc. breached their fiduciary duties to the company and its stockholders and committed corporate waste. The action resulted in an eve-of-trial settlement including revocation of stock issued to insiders, a substantial cash payment to the corporation and reformation of the Company’s corporate governance. The Court finally approved the settlement on August 5, 2008.

Manson v. Northern Plain Natural Gas Co., LLC, et. al., C.A. No. 1973-N, Delaware Court of Chancery.

Chimicles & Tikellis served as counsel in a class and derivative action asserting contract and fiduciary duty claims stemming from dropdown asset transactions to a partnership from an affiliate of its general partner. The case settled for a substantial adjustment (valued by Plaintiff’s expert to be worth more than $100 million) to the economic terms of units issued by the partnership in exchange for the assets. The settlement was finally approved by the Court on January 18, 2007 Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 72 of 81 Page ID #:5505 Representative Cases Consumer Cases

Lockabey v. American Honda Motors Co., Inc., Case No. 37-2010-00087755-CU-BT-CTL, San Diego County Superior Court

Mr. Chimicles is co-lead counsel in a nationwide class action involving fuel economy problems encountered by purchasers of Honda Civic Hybrids (“HCH”). Lockabey v. American Honda Motors Co., Inc., Case No. 37-2010-00087755-CU-BT-CTL (Super. Ct. San Diego). After nearly five years of litigation in both the federal and state courts in California, a settlement benefiting nearly 450,000 consumers who had leased or owned HCH vehicles from model years 2003 through 2009. Following unprecedented media scrutiny and review by the attorneys general of each state as well as major consumer protection groups, the settlement was approved on March 16, 2012 in a 40 page opinion by the Honorable Timothy B. Taylor of the San Diego County (CA) Superior Court in which the Court stated:

The court views this as a case which was difficult and risky… The court also views this as a case with significant public value which merited the ‘sunlight’ which Class Counsel have facilitated.

Depending on the number of claims that are filed (deadline will not expire until 6 months after a pending single appeal is resolved), the Class will garner benefits ranging from $100 million to $300 million.

In re Pennsylvania Baycol: Third-Party Payor Litigation, Case No. 001874, Court of Common Pleas, Philadelphia County.

In connection with the withdrawal by Bayer of its anti-cholesterol drug Baycol, C&T represents various Health and Welfare Funds, including the Pennsylvania Employees Benefit Trust Fund, and a certified national class of “third party payors” seeking damages for the sums paid to purchase Baycol for their members/insureds and to pay for the costs of switching their members/insureds from Baycol to an another cholesterol-lowering drug. The Philadelphia Court of Common Pleas granted plaintiffs’ motion for summary judgment as to liability; this is the first and only judgment that has been entered against Bayer anywhere in the United States in connection with the withdrawal of Baycol. The Court subsequently certified a national class, and the parties reached a settlement (recently approved by the court) in which Bayer agreed to pay class members a net recovery that approximates the maximum damages (including pre-judgment interest) suffered by class members. The class settlement negotiated by C&T represents a net recovery for third party payors that is between double and triple the net recovery pursuant to a non-litigated settlement negotiated by lawyers representing third party payors such as AETNA and CIGNA that was made available to and accepted by numerous other third party payors (including the TRS). C&T had advised its clients to reject that offer and remain in the now settled class action. On June 15, 2006 the court granted final approval of the settlement. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 73 of 81 Page ID #:5506 Representative Cases Consumer Cases

Shared Medical Systems 1998 Incentive Compensation Plan Litigation, Philadelphia County Court of Common Pleas, Commerce Program, No. 0885. Chimicles & Tikellis LLP is lead counsel in this action brought in 2003 in the Philadelphia County Court of Common Pleas. The case was brought on behalf of approximately 1,300 persons who were employees of Defendant Siemens Medical Solutions Health Services Corporation (formerly Shared Medical Systems, Inc.) who had their 1998 incentive compensation plan (“ICP”) compensation reduced 30% even though the employees had completed their performance under the 1998 ICP contracts and had earned their incentive compensation based on the targets, goals and quotas in the ICPs. The Court had scheduled trial to begin on February 4, 2005. On the eve of trial, the Court granted Plaintiffs’ motion for summary judgment as to liability on their breach of contract claim. With the rendering of that summary judgment opinion on liability in favor of Plaintiffs, the parties reached a settlement in which class members will receive a net recovery of the full amount of the amount that their 1998 ICP compensation was reduced. On May 5, 2005, the Court approved the settlement, stating that the case “should restore anyone’s faith in class actions as a reasonable way of proceeding on reasonable cases.”

Wong v. T-Mobile USA, Inc., Case No. CV 05-cv-73922-NGE-VMM, United States District Court, Eastern District of Michigan. Chimicles & Tikellis LLP and the Miller Law Firm P.C. filed a complaint alleging that defendant T-Mobile overcharged its subscribers by billing them for data access services even though T-Mobile's subscribers had already paid a flat rate monthly fee of $5 or $10 to receive unlimited access to those various data services. The data services include Unlimited T-Zones, Any 400 Messages, T-Mobile Web, 1000 Text Messages, Unlimited Mobile to Mobile, Unlimited Messages, T-Mobile Internet, T-Mobile Internet with corporate My E-mail, and T-Mobile Unlimited Internet and Hotspot. Chimicles & Tikellis LLP and the Miller Law Firm defeated a motion by T-Mobile to force resolution of these claims via arbitration and successfully convinced the Court to strike down as unconscionable a provision in T-Mobile's subscription contract prohibiting subscribers from bringing class actions. After that victory, the parties reached a settlement requiring T-Mobile to provide class members with a net recovery of the full amount of the un-refunded overcharges with all costs for notice, claims administration, and counsel fees paid in addition to class members' 100% net recovery. The gross amount of the overcharges, which occurred from April 2003 through June 2006, is approximately $6.7 million. To date, T-Mobile has refunded approximately $4.5 million of those overcharges. A significant portion of those refunds were the result of new policies T-Mobile instituted after the filing of the Complaint. Pursuant to the Settlement, T-Mobile will refund the remaining $2.2 million of un-refunded overcharges.

In re Checking Account Overdraft Litig., No. 1:09-MD-02036-JLK, United States District Court, Southern District of Florida. These Multidistrict Litigation proceedings involve allegations that dozens of banks reorder and manipulate the posting order of consumer debit transactions to maximize their revenue from overdraft fees. Settlements in excess of $1 billion have been reached with several banks. C&T was active in the overall prosecution of these proceedings, and was specifically responsible for prosecuting actions against US Bank (pending $55 million settlement) and Comerica Bank (pending $14.5 million settlement). Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 74 of 81 Page ID #:5507 Representative Cases Consumer Cases

In re Apple iPhone/iPod Warranty Litig., No. 10-CV-01610, United States District Court, Northern District of California . C&T is interim co-lead counsel in this case brought by consumers who allege that that Apple improperly denied warranty coverage for their iPhone and iPod Touch devices based on external “Liquid Submersion Indicators” (LSIs). LSIs are small paper- and-ink laminates, akin to litmus paper, which are designed to turn red upon exposure to liquid. Plaintiffs alleged that external LSIs are not a reliable indicator of liquid damage or abuse and, therefore, Apple should have provided warranty coverage. The district court recently granted preliminary approval to a settlement pursuant to which Apple has agreed to pay $53 million to settle these claims.

Henderson v. Volvo Cars of North America LLC, et al., No. 2:09-CV-04146-CCC-JAD, United States District Court, District of New Jersey. C&T was lead counsel in this class action lawsuit brought behalf of approximately 90,000 purchasers and lessees of Volvo vehicles that contained allegedly defective automatic transmissions. After the plaintiffs largely prevailed on a motion to dismiss, the district court granted final approval to a nationwide settlement in March 2013.

In re Philips/Magnavox Television Litig., No. 2:09-cv-03072-CCC-JAD, United States District Court, District of New Jersey. This class action was brought by consumers who alleged that a defective electrical component was predisposed to overheating, causing their televisions to fail prematurely. After the motion to dismiss was denied in large part, the parties reached a settlement in excess of $4 million.

Physicians of Winter Haven LLC, d/b/a Day Surgery Center v. STERIS Corporation, No. 1:10-cv-00264-CAB, United States District Court, Northern District of Ohio. This case was brought on behalf of a class of hospitals and surgery centers that purchased a sterilization device that allegedly did not receive the required pre-sale authorization from the FDA. The case settled for approximately $20 million worth of benefits to class members. C&T, which represented an outpatient surgical center, was the sole lead counsel in this case.

Smith v. Gaiam, Inc., No. 09-cv-02545-WYD-BNB, United States District Court, District of Colorado. C&T was co-lead counsel in this consumer case in which a settlement that provided full recovery to approximately 930,000 class members was achieved.

In re Certainteed Corp. Roofing Shingle Products Liability Litigation, No, 07-MDL-1817-LP, United States District Court, Eastern District of Pennsylvania. This was a consumer class action involving allegations that CertainTeed sold defective roofing shingles. The parties reached a settlement which was approved and valued by the Court at between $687 to $815 million. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 75 of 81 Page ID #:5508 Representative Cases Antitrust Cases

In re TriCor Indirect Purchasers Antitrust Litig., No. 05-360-SLR, United States District Court, District of Delaware.

C&T was liaison counsel in this indirect purchaser case which resulted in a $65.7 million settlement. The plaintiffs alleged that manufacturers of a cholesterol drug engaged in anticompetitive conduct, such as making unnecessary changes to the formulation of the drug, which was designed to keep generic versions off of the market.

In re Flonase Antitrust Litig., No. 2:08-cv-3301, United States District Court, Eastern District of Pennsylvania.

C&T was liaison counsel and trial counsel on behalf of indirect purchaser plaintiffs in this pending antitrust case. The plaintiffs allege that the manufacturer of Flonase engaged in campaign of filing groundless citizens petitions with the Food and Drug Administration which was designed to delay entry of cheaper, generic versions of the drug. The court has granted class certification, and denied motions to dismiss and for summary judgment filed by the defendant. A $46 million settlement was reached on behalf of all indirect purchasers a few months before trial was to commence.

In re In re Metoprolol Succinate End-Payor Antitrust Litig., No. 1:06-cv-00071, United States District Court, District of Delaware.

C&T was liaison counsel for the indirect purchaser plaintiffs in this case, which involved allegations that AstraZeneca filed baseless patent infringement lawsuits in an effort to delay the market entry of generic versions of the drug Toprol-XL. After the plaintiffs defeated a motion to dismiss, the indirect purchaser case settled for $11 million.

In re Insurance Brokerage Antitrust Litigation, No. 2:04-cv-05184-GEB-PS, United States District Court, District of New Jersey.

This case involves allegations of bid rigging and steering against numerous insurance brokers and insurers. The district court has granted final approval to settlements valued at approximately $218 million. Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 76 of 81 Page ID #:5509

EXHIBIT 2 Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 77 of 81 Page ID #:5510 STEVE CHAMBERS v. WHIRLPOOL CORPORATION TIME SUMMARY

FIRM NAME: CHIMICLES & TIKELLIS LLP REPORTING PERIOD: Inception to March 31, 2016

NAME STATUS* HOURLY HOURS LODESTAR RATE Schwartz, Steven A. P $750.00 446.25 $334,687.50 Mathews, Timothy N. P $600.00 1609.50 $965,700.00 Scott, Daniel B. FA $500.00 45.25 $22,625.00 Geyelin, Anthony A. A $460.00 2829.25 $1,301,455.00 Donato Saler, Christina SC $500.00 229.75 $114,875.00 Pratsinakis, Catherine SC $500.00 27.00 $13,500.00 Gushue, Alison G. A $450.00 49.75 $22,387.50 Kenney, Joseph B. FA $300.00 48.75 $14,625.00 Gaughan, Bryan M. FPL $250.00 95.00 $23,750.00 Cain, Shelby R. FPL $175.00 104.25 $18,243.75 Royer, Jesse FPL $150.00 209.75 $31,462.50 Ngo, Phuong FLA $100.00 262.50 $26,250.00 Epstein, Blair M. FLA $60.00 35.75 $2,145.00 TOTALS 5992.75 $2,891,706.25

P = Partner SC = Senior Counsel A = Associate FA = Former Associate FPL = Paralegal FLA = Legal Assistant Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 78 of 81 Page ID #:5511

EXHIBIT 3 Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 79 of 81 Page ID #:5512

WHIRLPOOL DISHWASHER FIRE FIRM NAME: CHIMICLES & TIKELLIS LLP EXPENSE SUMMARY REPORT REPORTING PERIOD: Inception through March 31, 2016

DESCRIPTION AMOUNT

Expert/Professional Services $78,595.82 Travel/Food/Lodging $16,031.02 Photocopies - Firm $4,073.00 Computer Research $1,703.18 Express Mail $1,033.15 Filing Fees $710.00 Subpoena Service $150.00 Photocopies - Outside $52.10 Postage $31.79 Telephone/Facsimile $13.13

TOTAL: $102,393.19 Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 80 of 81 Page ID #:5513

(REDACTED VERSION OF DOCUMENT SOUGHT TO BE SEALED)

EXHIBIT 4 Case 8:11-cv-01733-FMO-AN Document 218-7 Filed 05/06/16 Page 81 of 81 Page ID #:5514

(REDACTED VERSION OF DOCUMENT SOUGHT TO BE SEALED)

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EXHIBIT 4 TO MOTION FOR AWARD OF ATTORNEYS’ FEES (REDACTED) Case 8:11-cv-01733-FMO-AN Document 218-8 Filed 05/06/16 Page 2 of 24 Page ID #:5516

1 Jeffrey M. Cohon (CSBN 131431) 2 Howard Pollak (CSBN 147077 ) COHON & POLLAK, LLP 3 10250 Constellation Boulevard, Suite 2320 4 Los Angeles, California 90067 Telephone: (310) 231-4470 5 Facsimile: (310) 231-4610 6 [email protected]

7 Charles S. Fax (pro hac vice) 8 Liesel J. Schopler (pro hac vice) RIFKIN, WEINER, LIVINGSTON, 9 LEVITAN & SILVER LLC 10 7979 Old Georgetown Road, Suite 400 Bethesda, Maryland 20814 11 Telephone: (301) 951-0150 12 Telecopier: (301) 951-6535 [email protected] 13 [email protected] 14 David H. Weinstein (CSBN 43167) 15 Robert Kitchenoff (pro hac vice) 16 WEINSTEIN KITCHENOFF & ASHER LLC 17 100 South Broad St., Suite 705 Philadelphia, Pennsylvania 19110-1061 18 Telephone: (215) 545-7200 19 Telecopier: (215) 545-6535 20 [email protected] [email protected] 21 22 Steven A. Schwartz (pro hac vice) Timothy N. Mathews (pro hac vice) 23 CHIMICLES & TIKELLIS LLP 24 361 West Lancaster Avenue Haverford, Pennsylvania 19041 25 Telephone: (610) 642-8500 26 Telecopier: (610) 649-3633 [email protected] 27 [email protected] 28

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1 Nicole D. Sugnet (CSBN 246255) 2 LEIFF CABRASER HEIMANN & BERNSTEIN, LLP 3 275 Battery Street, 29th Floor 4 San Francisco, California 94111-3339 Telephone: (415) 956-1000 5 Telecopier: (415) 956-1008 6 [email protected]

7 Attorneys for Plaintiffs 8

9 UNITED STATES DISTRICT COURT 10 FOR THE CENTRAL DISTRICT OF CALIFORNIA 11 STEVE CHAMBERS, et al., on behalf Case No. 8:11-cv-01733-FMO-AN of themselves and all others similarly 12 situated, Honorable Fernando M. Olguin 13 Plaintiffs, DECLARATION OF NICOLE D. SUGNET, ESQ. 14 v. Date: August 25, 2016 15 WHIRLPOOL CORPORATION, et al., Time: 10:00 a.m. Place: Courtroom 22 16 Defendants. 17

18 19 I, Nicole D. Sugnet, declare as follows: 20 1. I am a partner at the law firm of Lieff, Cabraser, Heimann & 21 Bernstein, LLP (“LCHB”), counsel of record for the Plaintiffs. I am a member in

22 good standing of the bar of the State of California. I submit this declaration in 23 support of Plaintiffs' Motion for Attorneys’ Fees and Expenses and for Service 24 Awards for Plaintiffs. I have personal knowledge of the facts set forth herein, and 25 if called to testify thereto, I could and would do so competently. 26 II. Background and Experience 27 2. LCHB is a national law firm with offices in San Francisco, New York, 28 and Nashville. LCHB’s practice focuses on complex and class action litigation

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1 involving product liability, consumer, employment, financial, securities, 2 environmental, and personal injury matters. A copy of LCHB’s firm resume, which 3 describes the firm’s experience in class action and other complex litigation, can be 4 found at http://www.lchbdocs.com/pdf/firm-resume.pdf, and is not attached hereto 5 given its length. This resume is not a complete listing of all cases in which LCHB 6 has been class counsel or otherwise counsel of record. 7 3. In particular, LCHB has extensive experience in the litigation, trial 8 and settlement of class actions in complex economic injury consumer fraud and 9 product defect cases. A sample of current and former such cases in which LCHB 10 and/or its attorneys has served as class counsel include the following: 11 a. In re Volkswagen “Clean Diesel” Marketing, Sales Practices, 12 and Products Liability Litigation, MDL No. 2672 CRB (JSC) (N.D. Cal) (Lead 13 Counsel in a multidistrict litigation arising from Volkswagen’s intentional 14 installation of software in its vehicles that falsely reported the vehicles’ emissions 15 as being lower than actual amounts during testing); 16 b. In re General Motors LLC Ignition Switch Litigation, 14-MD- 17 2543 (JMF); 14-MC-2434 (JMF) (Co-Lead Counsel in a multidistrict litigation 18 seeking compensation on behalf of consumers who purchased or leased GM 19 vehicles containing a defective ignition switch); 20 c. Ross v. Trex Co., Inc., No. 09-cv-00670 JF (N.D. Cal.) 21 (nationwide partial settlement class involving defective composite decking; final 22 approval of settlement covering part of case granted in 2010; final approval of 23 settlement covering remaining case granted in 2013); 24 d. In re Imprelis Herbicide Marketing, Sales Practices and 25 Products Liability Litigation, No. 2:11-md-02284-GP (E.D. Pa.) (nationwide 26 settlement involving defective herbicide; final approval granted in 2013); 27 28

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1 e. McLennan, et al. v. LG Electronics USA, Inc., No. 2:10-cv- 2 03604-WJM-MF (D.N.J.) (nationwide settlement involving defective refrigerators; 3 final approval granted in 2012); 4 f. Glenz, et al. v. Sharp Electronics Corp., No. 2:08-cv-03652- 5 FSH-MAS (D.N.J.) (nationwide settlement class involving defective projector 6 bulbs; final approval granted 2011); 7 g. Carideo, et al. v. Dell, Inc., No. C06-1772 JLR (W.D. Wash.) 8 and Omstead, et al. v. Dell, Inc., No. C06-6293 PJH (N.D. Cal.) (nationwide 9 settlement class involving computer defect; final approval granted in 2010); 10 h. Fulford v. Logitech, Inc., No. 08-cv-02041 MMC (N.D. Cal.) 11 (nationwide settlement class involving false advertising claims related to remote 12 controls; final approval granted in 2010); 13 i. Create-a-Card v. Intuit, No. CV-07-6452 WHA (N.D. Cal.) 14 (nationwide settlement class involving faulty computer code; final approval granted 15 in 2009); 16 j. Pelletz v. Weyerhaeuser Company and Advanced Environmental 17 Technologies, Inc., No. C08-0334 JCC (W.D. Wash.) (nationwide settlement class 18 involving defective composite decking; final approval granted in 2009); 19 k. Grays Harbor Adventist Christian School v. Carrier 20 Corporation, No. CV05-5437 (W.D. Wash.) (Washington class involving defective 21 furnaces certified; nationwide settlement class; final approval granted in 2008); 22 l. Weekend Warrior Trailer Cases, Judicial Coordination 23 Proceeding No. 4455 (Orange County, CA) (nationwide settlement class involving 24 defective recreational trailers; final approval granted in 2008); 25 m. Richina v. Maytag Corp., Case No. CV025202 (San Joaquin 26 County, California) (California settlement class involving defective oven panels; 27 final approval granted in 2007); 28

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1 n. Lundell v. Dell, Inc., No. C05-3970 JW/RS (N.D. Cal.) 2 (nationwide settlement class involving defective computers; final approval granted 3 in 2006); 4 o. Kan v. Toshiba America Information Systems, Inc., No. 5 BC327273 (Los Angeles County, California) (nationwide settlement class 6 involving defective computers; final approval granted in 2006); 7 p. Behr Wood Sealant Cases, JCCP Nos. 4132 & 4138 (San 8 Joaquin County, California) (nationwide settlement class involving defective wood 9 sealant; final approval granted in 2003); 10 q. Richison v. American Cemwood Corp., Civil Action No. 005532 11 (San Joaquin County, California) (nationwide litigation class involving defective 12 shingles certified and upheld on writ review; nationwide settlement classes final 13 approval granted in 2000 and 2003); 14 r. Williams v. Weyerhaeuser Co., Civil Action No. 995787 (San 15 Francisco County, California) (California litigation class involving defective siding 16 certified in 1999; nationwide settlement class final approval granted in 2000); 17 s. Delay v. Hurd Millwork Co., No. 972-073710 (Spokane County, 18 Washington) (multi-state settlement class involving defective windows; final 19 approval granted in 1998); 20 t. Naef v. Masonite, No. CV-94-4033 (Mobile County, Alabama) 21 (nationwide litigation class certified in 1995, nationwide settlement class involving 22 defective siding final approval granted in 1998); 23 u. Bettner v. Georgia-Pacific, No. CV-95-3330-RGK (Mobile 24 County, Alabama) (nationwide settlement class involving defective siding; final 25 approval granted in 1998); 26 v. ABS Pipe Cases II, JCCP No. 3126 (Contra Costa County, 27 California) (nationwide settlement classes involving defective pipes; final approval 28 granted in 1998 through 2001);

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1 w. In re: Louisiana-Pacific Co. Inner-Seal Siding Litigation, No. 2 CV-95-879 JO-LEAD (U.S.D.C. Oregon) (nationwide settlement class involving 3 defective siding; final approval granted in 1996); and 4 x. Cox v. Shell, Civil No. 18,844 (Obion County, Tennessee) 5 (nationwide settlement class involving defective polybutylene pipes; final approval 6 granted in 1995). 7 4. LCHB’s experience in these cases has provided LCHB’s attorneys, 8 including myself, with expertise in the legal, factual, management, notice, and 9 administration issues that characterize product defect class actions. 10 5. I joined LCHB as an associate in 2012 and became a partner in 2015. 11 Every year from 2013 through 2016, Super Lawyers has recognized me as a 12 Northern California Rising Star. Since graduating from the University of 13 California, Hastings College of the Law in 2006, I have focused my practice 14 exclusively on consumer class action litigation. The following cases are 15 representative examples of class actions in which I have played or am currently 16 playing a leadership role: 17 a. In re Anthem, Inc. Data Breach Litigation, No. 15-md-02617- 18 LHK (NC) (N.D. Cal.) (Plaintiffs’ Steering Committee in a multidistrict litigation 19 alleging that Anthem failed to maintain adequate security measures, resulting in a 20 massive data breach compromising highly sensitive personal identifying 21 information of more than 80 million persons); 22 b. James v. UMG Recordings, Inc., No. CV-11-1613 (SI) (N.D. 23 Cal.) (Co-Class Counsel in a class action alleging that UMG underpaid royalties to 24 artists for digital downloads; final approval of settlement providing relief for past 25 underpayments as well as a perpetual increase of 10% for all future royalties 26 granted on April 13, 2016); 27 c. Ebarle v. LifeLock, Inc., No. 15-cv-00258-HSG (N.D. Cal.) (Co- 28 Class Counsel in a class action alleging that LifeLock falsely advertised its identity

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1 theft protection services; preliminary approval of a $68 million settlement granted 2 on January 20, 2016; pending final approval); 3 d. In re TracFone Unlimited Service Plan Litigation, Case No. 13- 4 cv-03440-EMC (N.D. Cal.) (Co-Class Counsel in a class action alleging that 5 TracFone falsely advertised its cell phone plans as providing “unlimited” data when 6 it imposed secret data caps on the plans, pursuant to which it would throttle (i.e. 7 severely slow down) or suspend consumers’ data; final approval of a $40 million 8 settlement which included industry-leading business practice changes granted on 9 July 2, 2015); 10 e. Wilkins v. HSBC Bank Nevada, N.A., et al., No. 14-cv-00190 11 (N.D. Ill.) (Co-Class Counsel in a Telephone Consumer Protection Act class action; 12 final approval of a $39,975,000 settlement granted on March 17, 2015). 13 6. A number of courts in the above cases have praised LCHB’s and co- 14 counsel’s work. In the HSBC matter, Judge James F. Holderman commented on 15 “the excellent work” and “professionalism” of LCHB and its co-counsel. In the 16 UMG case, Judge Illston said that LCHB and its co-counsel “have all done a 17 wonderful job for your respective clients in this case.” Judge Illston further 18 commented that the case involved] an “extraordinarily complicated set of 19 arrangements to make” and counsel did a “very good job.” In the TracFone matter, 20 Judge Chen “commend[ed]” LCHB and its co-counsel for “getting the job done” 21 despite having gone “through several stages and difficulties in this matter.” 22 7. My duties in this litigation included legal research and analysis and 23 drafting portions of the oppositions to the motions to dismiss; defending two of the 24 Named Plaintiffs’ depositions; observing Defendants’ inspection of a Named 25 Plaintiff’s dishwasher; coordinating with Named Plaintiff Jackie Steffes to prepare 26 responses to written discovery; providing training on and overseeing portions of the 27 review of Defendants’ documents; participating in one of the mediation sessions; 28

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1 drafting and revising portions of the mediation briefs; and reviewing and revising 2 settlement documents. 3 III. Qualifications of Other LCHB Attorneys 4 8. Other LCHB attorneys who have expended a substantial amount of 5 time on this case include the following: 6 9. Kristen Law Sagafi, a former partner at LCHB. Ms. Sagafi graduated 7 from Boalt Hall School of Law, University of California, Berkeley in 2002 and 8 Ohio Wesleyan University summa cum laude in 1995. She was recognized in The 9 National Law Journal’s Plaintiffs’ Hot List for her success in Grays Harbor 10 Adventis Christian School v. Carrier Corp. The case resulted in a settlement worth 11 $300 million for consumers who had purchased certain Carrier furnaces that were 12 allegedly made with inferior materials that caused them to fail prematurely. In 13 2012, the Recorder recognized her as one of “50 Lawyers on the Fast Track.” Ms. 14 Sagafi was recognized by Super Lawyers as a Northern California Super Lawyer in 15 2015 and 2016, and prior to that was recognized as a Northern California Rising 16 Star every year from 2009 to 2014. Ms. Sagafi’s duties in this action included 17 coordinating with co-counsel on case strategy; researching, soliciting, and working 18 with experts; participating in all of the mediation sessions, and working with co- 19 counsel and defense counsel in negotiating a settlement. 20 10. Aya Winston, a staff attorney at LCHB. Ms. Winston is a 2010 21 graduate of the University of California, Los Angeles School of Law and a 2006 22 graduate of University of California, Los Angeles. Ms. Winston duties included 23 reviewing and analyzing Defendants’ documents, and also analyzing documents 24 that were coding as “hot” to select documents to use in particular depositions. 25 11. Christen Lawler, a former contract attorney at LCHB. Ms. Lawler is a 26 2010 graduate of the University of San Diego School of Law and a 2006 graduate 27 of Duke University. Ms. Lawler assisted in reviewing and analyzing Defendants’ 28 document production.

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1 12. Christopher Jordan, a former contract attorney at LCHB. Mr. Jordan is 2 a 2004 graduate of Stanford Law School. Mr. Jordan assisted in reviewing and 3 analyzing Defendants’ document production. 4 13. Eduardo Santacana, a former associate at LCHB. Mr. Santacana is a 5 2011 graduate of Harvard Law School and a 2008 graduate of Harvard University. 6 Mr. Santacana conducted legal research on Utah causes of actions and drafted 7 portions of the complaint regarding the Utah claims. 8 IV. Overview of LCHB’s Efforts in this Action 9 A. Contingent Nature of Action 10 14. This matter has required LCHB to spend time on this litigation that 11 could have been spent on other fee-generating work. Because LCHB undertook 12 representation of this matter on a contingency-fee basis, LCHB shouldered the risk 13 of expending substantial costs and time in litigating the action without any 14 monetary gain in the event of an adverse judgment. 15 15. If not devoted to litigating this action, from which any remuneration to 16 LCHB is wholly contingent on a successful outcome, the time that LCHB’s 17 attorneys and staff spent working on this case could and would have been spent 18 pursuing other potentially fee generating matters. 19 B. LCHB’s Lodestar 20 16. LCHB has maintained contemporaneous time records since the 21 commencement of this action. Through the date of this declaration, LCHB has 22 worked a total of 2,622.10 hours in this action, with a total lodestar of 23 $1,056,689.50 and an overall blended billing rate (lodestar divided by total hours) 24 of $402.99 per hour. 25 17. All attorneys and staff at LCHB are instructed to maintain 26 contemporaneous time records reflecting the time spent on this and other matters. 27 The regular practice at LCHB is for all attorneys and staff to keep contemporaneous 28 time records, maintained on a daily basis, and describing tasks performed in 0.1

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1 hour increments. Firm policy requires all staff to enter their time into an electronic 2 timekeeping system on a daily basis. 3 18. I carefully reviewed LCHB’s time entries in this matter and removed 4 duplicative entries or other erroneous entries, and also exercised billing discretion 5 to remove time billed to administrative tasks. None of this excluded time is 6 included in the lodestar reported in paragraph 16 above. 7 19. I also did not include any time spent working on Plaintiffs’ Motion for 8 Award of Attorneys’ Fees, or any time spent on researching issues relating to fees 9 in preparation for negotiations or mediations, within the lodestar reported in 10 paragraph 16 above. However, such time was necessarily spent since, without 11 compensation, attorneys would not take on such cases. Moreover, such time 12 required LCHB attorneys and staff to continue to focus on this litigation rather than 13 focusing on other matters. 14 20. No time billed by paralegals or other LCHB staff is included in the 15 lodestar reported in paragraph 16 above. In addition, I deleted all time by the 16 persons who billed five (5) or less hours to the matter. Such deleted time includes 17 time billed by partner Jonathan Selbin; partner Jason Lichtman; former paralegal 18 Connor Griffith (the primary LCHB paralegal assigned to the matter); former 19 paralegal Kathryn Murray; senior paralegal Richard Anthony; senior paralegal 20 Todd Carnam; research assistant Nikki Belushko Barrows; and administrative 21 assistant Miriam Gordon. 22 21. The total amount of time I deleted is 53.5 hours. 23 22. Attached hereto as Exhibit A is a true and correct summary by 24 individual of the hours, task code, billing rate, and lodestar for each billers work on 25 this matter through April 4, 2016. 26 23. Attached hereto as Exhibit B is the complete detail time for the work 27 performed in this case through April 4, 2016. Redactions have been made where 28 necessary to protected attorney-client privilege, the names of class members,

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1 documents or filings that are confidential or under seal, or undisclosed work 2 product (such as consultation with a non-testifying expert). Please be aware that 3 some of the time entries refer to me by my former name, Nicole D. Reynolds. 4 24. LCHB’s lodestar will grow slightly as we, along with co-counsel, 5 continue to oversee settlement administration. The claims period will last for 6 several months, and LCHB’s commitment of time and labor to this case will 7 continue until (and likely beyond) that date. LCHB, along with co-counsel, will 8 assist Class Members with individual inquiries, will oversee the claims resolution 9 process, and will help resolve Class Member challenges to the result of their claims 10 submissions. Judging by previous experiences, these responsibilities will require 11 substantial hours of work by Class Counsel over the coming months. 12 C. Efforts to Avoid Duplication Among Co-Counsel 13 25. I, along with Kristen Law Sagafi, worked closely with co-counsel to 14 divide tasks, ensure efficient case management, and prevent duplication of efforts. 15 By assigning specific tasks among firms, we were able to avoid replicating work. 16 Only where it was necessary to have involvement from all of the firms, such as 17 during the mediations, did such involvement occur. 18 D. LCHB’s Billing Rates 19 26. The table below lists the LCHB attorneys and professional personnel 20 and their current hourly rates. The hourly rate shown for any attorney or paralegal 21 who is no longer employed with LCHB reflects the last rate that applied at the time 22 of their employment in that position. As I mentioned above, I became a partner at 23 LCHB in 2015. For my time working on this litigation which was spent before I 24 became a partner (i.e. while I was an associate), LCHB seeks compensation at my 25 hourly rate in place immediately before my promotion. 26 27 28

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1 Name and Position Rate 2 Kristen Law Sagafi $600 3 Former Partner at LCHB University of California, Berkeley 4 Boalt Hall School of Law, 2002 5 Nicole D. Sugnet $485 (partner rate) Partner at LCHB 6 University of California, $435 (associate rate) 7 Hastings College of the Law, 2006 8 Aya Winston $375 Staff Attorney at LCHB 9 University of California, Los Angeles, 10 2010 Christopher Jordan $375 11 Former Contract Attorney at LCHB 12 Stanford Law School, 2004 Christen Lawler $375 13 Former Contract Attorney at LCHB 14 University of San Diego, 2010 Eduardo Santacana 15 $350 Former Associate at LCHB 16 Harvard Law School, 2011 17 27. LCHB sets its rates for attorneys and staff members based on a variety 18 of factors, including the following: the experience, skill and sophistication required 19 for the types of legal services typically performed; the rates customarily charged in 20 similar matters in the relevant market; and the experience, reputation and ability of 21 the attorneys and staff members. 22 28. In accordance with relevant case law, LCHB determines the rates for 23 its staff attorneys and contract attorneys using the same factors that it determines 24 the rates for all of its attorneys, including associates, partners, and of counsel. See, 25 e.g., Andrews v. Lawrence Livermore Nat. Sec., LLC, No. 11–3930, 2012 WL 26 160117, at *2 (N.D. Cal. Jan. 18, 2012) (“Defendants provide no authority for the 27 proposition that, for purposes of determining reasonable hourly rates, an attorney’s 28

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1 status as a contract attorney, as opposed to his or her employment as an associate, is 2 a proper substitute for evaluating an attorney’s actual experience or skills.”); In re: 3 Cathode Ray Tube (Crt) Antitrust Litig., No. 3:07-CV-5944 JST, 2016 WL 721680, 4 at *45 (N.D. Cal. Jan. 28, 2016) (“The legal community now commonly uses 5 contract attorneys. There is not the slightest justification to downgrade their billing 6 rates or not apply a multiplier to them.”); Charlebois v. Angels Baseball LP, 993 F. 7 Supp. 2d 1109, 1124 (C.D. Cal. 2012) (quoting In re Tyco Int’l, Ltd. Multidistrict 8 Litig., 535 F.Supp.2d 249, 272 (D.N.H.2007) (like paralegal time, it is “appropriate 9 to bill a contract attorney’s time at market rates and count these time charges 10 toward the lodestar.”)). That said, LCHB voluntarily capped the billing rates 11 charged by Ms. Winston, Ms. Lawler, and Mr. Jordan at $375 for this matter to 12 ensure the reasonableness of the requested fee. 13 29. LCHB primarily represents clients on a contingent fee basis, both in 14 class and individual cases. However, LCHB also represents plaintiffs on an hourly 15 basis and is paid according to its then current hourly rates. For example, LCHB’s 16 hourly rates were negotiated with and are paid on an hourly basis by sophisticated 17 commercial entities, BlackRock (f/k/a Merrill Lynch Mutual Funds) and Charles 18 Schwab & Co., Inc. LCHB does not bill at different rates for different clients or 19 different types of cases. 20 30. Courts in this District that have approved LCHB’s standard billing 21 rates as reasonable include the following: 22 a. In re A-Power Energy Generation Systems, Ltd. Securities 23 Litig., No. MDL 11-2302-GE (CWx), Dkt. No. 123 (C.D. Cal. Aug. 29, 2013) 24 (granting requested attorneys’ fees); 25 b. In re: Toyota Motor Corp. Unintended Acceleration Marketing, 26 Sales Practices, and Products Liability Litig., No. 10-ml-02151 JVS (FMOx), Dkt. 27 No. 3933 (C.D. Cal. June 24, 2013) (awarding requested fees and finding that 28

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1 “[c]lass counsel’s experience, reputation, and skill, as well as the complexity of the 2 case” justified their rates that ranged from $150 to $950); 3 c. White v. Experian Information Solutions, Inc., No. CV 05-1070 4 DOC (MLGx), Dkt. No. 775 (C.D. Cal. June 15, 2011) (approving LCHB’s billing 5 rates as justified “in light of the attorney’s reputation and experience” and the 6 prevailing rates in the district); 7 d. Berger v. Property I.D. Corp., No. CV 05-5373-GHK (CWx), 8 Dkt. No. 899 (C.D. Cal. Jan. 28, 2009) (awarding requested fees). 9 31. Other federal district courts in California that have approved LCHB’s 10 standard billing rates as reasonable include the following: 11 a. In re High-Tech Employee Antitrust Litig., No. 11-cv-02509- 12 LHK, Dkt. No. 1112 (N.D. Cal. Sept. 2, 2015) (approving billing rates, including a 13 billing rate of $490 for a contract attorney who worked solely on document review 14 and analysis); 15 b. In re TracFone Unlimited Serv. Plan Litig., 112 F. Supp. 3d 16 993, 1009 (N.D. Cal. 2015) (granting requested attorneys’ fees); 17 c. Nwabueze v. AT&T Inc., No. C 09-01529 SI, 2014 WL 324262, 18 at *2 (N.D. Cal. Jan. 29, 2014) (“[T]he Court also finds that the rates requested are 19 within the range of reasonable hourly rates for contingency litigation approved in 20 this District.”); 21 d. Vedachalam v. Tata Consultancy Services, Ltd., No. C 06-0963 22 CW, 2013 WL 3941319, at *3 (N.D. Cal. July 18, 2013) (“Class Counsel’s hourly 23 rates are reasonable in light of their experience (as reflected in their declarations 24 and the declarations of their peers in the field of class action litigation), and the 25 rates charged are comparable to other attorneys in this field.”); 26 e. Ross v. Trex Co., Inc., No. 09-cv-00670-JSW, Dkt. No. 341 27 (N.D. Cal. Dec. 16, 2013) (awarding requested attorneys’ fees); 28

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1 f. Walsh v. Kindred Healthcare, No. C 11-00050 JSW, 2013 U.S. 2 Dist. LEXIS 176319, at *9 (N.D. Cal. Dec. 16, 2013) (“The Court concludes 3 Plaintiffs have shown that the requested rates are reasonable”); 4 g. Brazil v. Dell, Inc., No. 07-cv-01700-RMW, Dkt. No. 334 (N.D. 5 Cal. April 4, 2012) (finding that LCHB’s billing rates, which included a rate of 6 $410 charged by a contract attorney who performed document review and analysis, 7 “are reasonable and in line with prevailing rates in this District for personnel of 8 comparable experience, skill, and reputation”); 9 h. In re AXA Rosenberg Investor Litigation, No. 11-00536-JSW, 10 Dkt. No. 73 (N.D. Cal. April 2, 2012) (“The Court has also reviewed Lead 11 Counsel’s hourly rates and concludes that these rates are appropriate for attorneys 12 in this locality of Lead Counsel’s skills and experience.”); 13 i. Wehlage, et al. v. Evergreen at Arvin, LLP, et al., No. 4:10-cv- 14 058390-CW, 2012 WL 4755371, at *2 (N.D. Cal. Oct. 4, 2012) (“[T]he billing rates 15 used by Class Counsel to calculate their lodestar are reasonable and in line with 16 prevailing rates in this District for personnel of comparable experience.”); 17 j. Holloway v. Best Buy Co., Inc., No. C-05-5056 PJH (MEJ), Dkt. 18 No. 382 (N.D. Cal. Nov. 9, 2011) (“The rates used by Class Counsel are 19 reasonable.”); 20 k. Fulford v. Logitech, Inc., No. 08-cv-02041 MMC, 2010 WL 21 807448, at *4 (N.D. Cal. Mar. 5, 2010) (“The Court further finds that Plaintiff’s 22 Counsels’ hourly rates are reasonable for their skill and the work they performed.”); 23 l. Adams v. Inter-Con Sec. Sys., Inc., No. C-06-5428 MHP, Dkt. 24 No. 77 (N.D. Cal. Feb. 28, 2008) (Order Granting Application for Attorneys’ Fees 25 and Costs, at 5) (“The Court has reviewed the hourly rates used by Class Counsel in 26 calculating their lodestar fees and concludes that these rates are appropriate for 27 attorneys in this locality of Class Counsel’s skill and experience.”). 28

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1 E. Careful Assignment of Work 2 32. Tasks were delegated appropriately among partners, associate 3 attorneys, paralegals, and other staff according to their complexity. The work 4 performed by staff attorneys, contract attorneys, or associates—including document 5 review and analysis—was work that required sufficient knowledge of legal 6 concepts and that I or another partner would have had to perform absent such 7 assistance. The staff attorneys and contract attorneys were all qualified to perform 8 substantive legal work based on their training and past experience working as 9 attorneys, including as attorneys outside of LCHB’s offices. I and other Class 10 Counsel therefore made every effort to litigate this efficiently by reducing 11 duplication of effort and assigning work to the lowest billing timekeepers where 12 feasible. 13 33. Attached as Exhibit C is a chart categorizing the time each biller spent 14 on particular tasks, e.g., discovery, pleadings, settlement, etc. 15 F. LCHB’s Costs0.1 16 34. LCHB maintains all books and records regarding costs expended on 17 each case in the ordinary course of business, which books and records are prepared 18 from expense vouchers and check records. I have reviewed the records of costs 19 expended in this matter. 20 35. LCHB has incurred $31,478.45 in expenses, which includes LCHB’s 21 proportional contributions to the fees associated with deposition transcripts 22 ($3,258.85); proportional contributions to the fees associated with the mediation 23 sessions ($5,167.87); travel costs associated with my and Kristen Law Sagafi’s 24 participation in mediation sessions in Boston, MA ($13,331.79); costs and fees 25 associated with experts ($2,051.88); costs associated with computer research on 26 LEXIS and Westlaw ($4,209.93); Federal Express and process server or messenger 27 charges ($480.91); and internal costs such as printing, copying, and telephone 28

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1 charges ($2,977.22). Attached as Exhibit D is a report reflecting the costs LCHB 2 incurred in this matter. 3 4 I declare under penalty of perjury of the laws of San Francisco and the 5 United States that the foregoing is true and correct, and that this declaration was 6 executed in San Francisco, California on April 15, 2016. 7

9 ______10 Nicole D. Sugnet 11 12 13 14

15 16 17 18 19 20 21

22 23 24 25 26 27 28

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EXHIBIT A Case 8:11-cv-01733-FMO-AN Document 218-8 Filed 05/06/16 Page 20 of 24Page Page 1 of 1 ID #:5534

LIEFF CABRASER HEIMANN & BERNSTEIN, LLP

Report created on 04/14/2016 05:50:05 PM From inception To 04/04/16

Matter Number: 3565-0001 DISHWASHER FIRES - General Matter

PARTNER

NAME HOURS RATE TOTAL KRISTEN LAW SAGAFI 228.20 625.00 142,625.00 NICOLE DIANE SUGNET 26.20 485.00 12,707.00 254.40 155,332.00

ASSOCIATE

NAME HOURS RATE TOTAL CHRISTOPHER JORDAN 205.50 375.00 77,062.50 CHRISTIN LAWLER 605.20 375.00 226,950.00 EDUARDO SANTACANA 6.00 350.00 2,100.00 NICOLE DIANE SUGNET 227.00 435.00 98,745.00 AYA WINSTON 1,324.00 375.00 496,500.00 2,367.70 901,357.50

MATTER TOTALS 2,622.10 1,056,689.50 Case 8:11-cv-01733-FMO-AN Document 218-8 Filed 05/06/16 Page 21 of 24 Page ID #:5535

REDACTED Case 8:11-cv-01733-FMO-AN Document 218-8 Filed 05/06/16 Page 22 of 24 Page ID #:5536

EXHIBIT C Case 8:11-cv-01733-FMO-AN Document 218-8 Filed 05/06/16 Page 23 of 24 Page ID #:5537 Steve Chambers v. Whirlpool Corporation

TIME REPORT

FIRM NAME: Lieff Cabraser Heimann & Bernstein, LLP REPORTING PERIOD: Inception through April 4, 2016

(1) Investigations (5) Settlement (2) Discovery (6) Class Certification (3) Pleadings, Briefs (7) Trial & Preparation (4) Court Appearances & Preparation (8) Case Management & Litigation Strategy

Status

Current Total Hourly Cumulative Cumulative Lodestar Name 1 2 3 4 5 6 7 8 Rate Hours Jordan Christopher A 205.5 375 205.5 $77,062.50 Christin Lawler A 605.2 375 605.2 $226,950.00 Kristen Law Sagafi P 9.9 8.0 9.6 15.5 155.8 12.5 16.9 625 228.2 $142,625.00 Eduardo Santacana A 6.0 350 6.0 $2,100.00 Nicole Sugnet A 1.0 107.0 72.2 39.4 2.7 4.7 435 227.0 $98,745.00 Nicole Sugnet P 8.7 17.5 485 26.2 $12,707.00 Aya Winston A 1323.0 1.0 375 1324.0 $496,500.00

TOTAL 10.9 2248.7 96.5 15.5 212.7 15.2 22.6 2622.1 $1,056,689.50

Status Partner (P) Associate (A) Paralegal (PL) Administrative Assistant (AA)

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EXHIBIT 5 TO MOTION FOR AWARD OF ATTORNEYS’ FEES

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1 David H. Weinstein (CSBN 43167) 2 Robert Kitchenoff (pro hac vice) WEINSTEIN KITCHENOFF & 3 ASHER LLC 100 South Broad St., Suite 705 4 Philadelphia, Pennsylvania 19110-1061 5 Telephone: (215) 545-7200 Telecopier: (215) 545-6535 6 [email protected] 7 [email protected]

8 Attorneys for Plaintiffs 9

10 UNITED STATES DISTRICT COURT 11 FOR THE CENTRAL DISTRICT OF CALIFORNIA 12 13 STEVE CHAMBERS, et al., on behalf of themselves and all others similarly 14 situated, 15 Plaintiffs, Case No. 8:11-cv-01733-FMO-AN 16 v. 17 WHIRLPOOL CORPORATION, et al., 18 Defendants.

19 DECLARATION OF ROBERT S. KITCHENOFF 20 IN SUPPORT PLAINTIFFS’ MOTION FOR AN AWARD OF 21 ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES

22 I, Robert S. Kitchenoff, declare as follows: 23 24 1. I am a member of Weinstein Kitchenoff & Asher LLC. I submit this 25 declaration in support of Plaintiffs’ Motion for an Award of Attorneys’ Fees and 26 27 Reimbursement of Expenses. I have personal knowledge of the matters set forth in 28 this declaration and, if called as a witness, could and would testify competently

H0047570. - 1 -

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1 thereto. 2 2. My firm has acted as counsel for Plaintiffs in this litigation entirely on 3 4 a contingent fee basis. The background and experience of Weinstein Kitchenoff & 5 Asher LLC and its attorneys are summarized in the curriculum vitae attached hereto 6 as Exhibit A. 7 8 3. Exhibit B sets forth my firm’s total hours and attorneys’ fee lodestar in

9 this litigation, including work performed by the firm’s attorneys and professional 10 staff, computed at our historic hourly rates, for the period from February 21, 2011, 11 12 through March 3, 2016, for work performed at the direction of Co-Lead Counsel.

13 4. The total number of hours expended in this litigation by my firm from 14 February 21, 2011 through May 3, 2016, was 1,218.30. The total attorneys’ fee 15 16 lodestar for my firm is $618,272.00. My firm’s lodestar amount includes only work

17 assigned by Co-Lead Counsel, and performed by my firm for the benefit of the 18 Plaintiffs. 19 20 5. The hourly rates for my firm’s attorneys and professional staff are the

21 same as the usual and customary hourly rates charged by my firm for its services, 22 and at rates we are paid by hourly rate clients. 23 24 6. The total attorney and professional staff time reflected in this

25 declaration is based on my firm’s contemporaneous, daily time records regularly 26 prepared and maintained by my firm. 27 28 7. As detailed in Exhibit C, my firm advanced a total of $4,779.29 in

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1 unreimbursed costs and expenses in this litigation during the period from April 21, 2 2011 through May 3, 2015. My firm advanced these costs and expenses with no 3 4 assurance of repayment. 5 8. The costs and expenses incurred in this action are reflected on the 6 books and records of my firm. These books and records are prepared from expense 7 8 vouchers, check records, and other source materials and represent an accurate

9 record of the costs and expenses incurred. 10 I declare under penalty of perjury under the laws of the United States of 11 12 America that the foregoing is true and correct.

13 Executed on this 5th day of May, 2016, at Philadelphia, Pennsylvania. 14 15 ______16 Robert S. Kitchenoff 17 18 19 20 21 22 23 24 25 26 27 28

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WEINSTEIN KITCHENOFF & ASHER LLC

Weinstein Kitchenoff & Asher LLC (“WKA”) is a pre-eminent Philadelphia law firm whose attorneys have served as counsel in many of the most significant and successful class action cases in the past 25 years. Its litigators are experienced in five major practice areas: antitrust; consumer protection; securities and derivatives fraud; complex business and commercial litigation; and Whistleblower/False Claims Act litigation.

ATTORNEYS

DAVID H. WEINSTEIN Mr. Weinstein is the Firm’s senior member. He concentrates his practice in litigating complex commercial matters. Since 1972, Mr. Weinstein has represented clients charging some of the nation’s largest companies with violating the antitrust, commodities, consumer protection, retirement, R.I.C.O., and securities laws. He has pursued litigation in such varied fields and industries as accounting, cattle and cattle futures, computers, copper, electronic components, healthcare, insurance, law firms, milk, motion pictures, oil and gas, propane, retirement plans, and refuse hauling and recycling. Among other current matters, Mr. Weinstein is court-appointed interim co- lead counsel for a class of Jewish survivors and the estates and heirs of the Jewish victims of the Holocaust in Hungary. They have sued the Republic of Hungary and the Hungarian National Railways. The claims arise from the defendants’ participation in crimes against humanity. Mr. Weinstein is also interim co-lead counsel for a proposed class of bondholders who were injured as a result of various banks’ manipulation of the LIBOR interest rate benchmark. Mr. Weinstein was co-lead counsel in an antitrust class action involving manipulation of the propane market. In that case the court approved a $50 million settlement, which was recently distributed to the class members. In addition, Mr. Weinstein currently represents a lawyer and his firm who were sued in an action brought as a class action. Mr. Weinstein has previously participated in a number of noteworthy matters during his career. Chief among these, he successfully prosecuted a class

Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 7 of 41 Page ID #:5545 action for homeowners nationwide whose homes contained polybutylene plumbing. As co-lead counsel in the case, Mr. Weinstein achieved an innovative settlement that, over a 15 year period, replaced defective plumbing in approximately 340,000 homes in the United States at a cost of over $1.1 billion, one of the largest property-damage class-action settlements in history. He also served on the steering committee of attorneys who recovered over $700 million for retail pharmacies in a class action charging major manufacturers and wholesalers of brand name prescription drugs with conspiring not to offer discounts to retail pharmacies. On a pro bono basis, Mr. Weinstein was court appointed sole lead counsel in complex coordinated immigration proceedings concerning over 100 refugees seeking asylum in the U.S. Outside the courtroom, Mr. Weinstein has served on the boards of directors of various law-related and other non-profit organizations, including the Public Justice Foundation, a national public interest legal foundation that strives to protect the liberties and rights of individuals often victimized in our society. He has served as co-chair of the Professional Guidance Committee of the Philadelphia Bar Association, which provides guidance to practicing lawyers on ethical issues. He is an elected member of the American Law Institute, a national professional society dedicated to the simplification and improvement of American law. Mr. Weinstein is also a member of the Committee to Save the Antitrust Laws, and he has lectured on various topics in courses for practicing lawyers and at the college level. In addition, Mr. Weinstein is currently a member of the Board of Governors of Gratz College and an honorary director and past president of his synagogue. Mr. Weinstein earned his undergraduate and law degrees from the University of California, Berkeley. Before entering private practice, he served as law clerk for two different judges of the United States Court of Appeals for the Ninth Circuit. He is a member of the Pennsylvania and California bars, and has been admitted to practice before the U.S. Supreme Court, and various federal district courts and courts of appeals.

ROBERT S. KITCHENOFF Mr. Kitchenoff, a founding member of Weinstein Kitchenoff & Asher LLC, concentrates his practice in the prosecution of antitrust, consumer fraud, securities fraud, and ERISA class actions as well as False Claims Act (whistleblower), shareholder derivative, and other complex civil matters.

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Mr. Kitchenoff has been involved in the litigation of numerous precedent- setting antitrust actions including, among others, In re Copper Antitrust Litigation, MDL Docket 1303 (co-lead counsel); Brand Name Prescription Drugs Antitrust Litigation, MDL No. 997 (N.D. Ill.) (plaintiffs’ steering committee); In Re: Payment Card Interchange Fee & Merchant Discount Antitrust Litigation, MDL Docket 1720 (plaintiffs’ steering committee), In re Pressure Sensitive Labelstock Antitrust Litigation, MDL Docket 1556 (discovery team); and Rolite, Inc. v. Wheelabrator Technologies, Inc. Civil Action No. 94-CV-5894 (E.D. Pa.).

Mr. Kitchenoff currently serves as court appointed co-lead counsel in In re: Ductile Iron Pipe Fittings (“DIPF”) Indirect Purchaser Antitrust Litigation, No. 12-cv-169 (D.N.J), and as court appointed liaison and settlement class counsel in In re Imprelis Herbicide Marketing, Sales Practices and Products Liability Litig., 11-2284-GP (E.D. PA).

In the area of consumer-oriented litigation, Mr. Kitchenoff has successfully represented several nationwide classes of individuals who were damaged by the application of a DuPont herbicide (In re Imprelis Herbicide Marketing, Sales Practices and Products Liability Litig.), where he was appointed Settlement Class Counsel; mortgagors who were improperly assessed late fees on timely received mortgage loan payments (Keller v. First Union Corporation), a class of homeowners who were led to believe, by the builder of their homes, that they were receiving "thermal break" windows that were "as good as an Andersen©.” (Frazier v. Weyerhauser), and a class of owners of homes and buildings throughout the United States which contain defective polybutylene plumbing systems (Tina Cox, et al. v. Shell Oil Co., et al.), among others. The settlement of the Cox litigation, believed to be one of the largest property damage class action settlements in history, having provided more than $1 billion to qualifying homeowners for repairs to their plumbing systems or complete replumbing of their homes and reimbursement for property damage at 100 cents on the dollar.

Mr. Kitchenoff frequently represents doctors and other medical providers in litigation against insurance companies who fail to properly reimburse them for services rendered and medical equipment supplied.

Mr. Kitchenoff has been active in the legal community in pro bono and educational activities. He currently serves on the Executive Committee of COSAL (the Committee to Support the Antitrust Laws), and was a member of the Advisory Board of the Class Action Law Monitor. He is a member of the Class Action and Derivative Suits Committee of the American Bar Association, and the Cy Pres

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Committee and Antitrust Committees of the Philadelphia Bar Association. He has been a course planner and lecturer on class actions for numerous providers of continuing legal education. He has been honored with the Public Justice Achievement Award by Trial Lawyers for Public Justice, a respected Washington, D.C. public interest foundation, for his work on the Polybutylene Pipes case, and by the American Immigration Lawyers Association with its Human Rights Award as a member of the Asian American/“Golden Venture” Pro Bono Advocacy Team, representing Chinese aliens on a pro bono basis seeking asylum in the United States based upon their opposition to China’s one child per couple population control policy. He has been named one of Pennsylvania’s Super Lawyers®, an honor bestowed upon only 5% of Pennsylvania attorneys, and has been accorded an AV Martindale-Hubbell Peer Review rating.

Mr. Kitchenoff is also active in the broader community, most recently having served as President of Temple Beth Hillel-Beth El, an 800 family synagogue located in suburban Philadelphia. He currently serves as President of the Board of Directors of the Philadelphia Region of the Jewish National Fund.

Mr. Kitchenoff is a graduate of the University of Pittsburgh (B.A. 1981), and the Rutgers University School of Law (J.D. 1986). Prior to entering private practice, he served as law clerk to the Honorable Madaline Palladino of the Commonwealth Court of Pennsylvania.

MINDEE J. REUBEN Ms. Reuben, a former member of the firm, focuses her practice on antitrust and consumer class action matters. In recent years, Super Lawyers and Philadelphia Magazine have repeatedly named Ms. Reuben one of Pennsylvania’s “Super Lawyers” in the field of antitrust, as well as one of the top 50 women Super Lawyers in Pennsylvania. (Super Lawyers previously named her as one of Pennsylvania’s “Rising Stars” in the field of antitrust for several years running, an honor bestowed on only 2.5% of Pennsylvania lawyers under 40).

Ms. Reuben is co-lead and liaison counsel in In re: Processed Eggs Products Antitrust Litigation, No. 08-md-2002 (E.D. Pa.) and was also a member of the Executive Committee in In re: Polyurethane Foam Antitrust Litigation, MDL No. 2196 (N.D. Ohio). She is also significantly involved in several plaintiff class action antitrust matters in which she, her firm, or members of her firm, have been appointed co-lead counsel or to case management committees. Exemplar cases in which Ms. Reuben has been engaged include: In re: Lithium Ion Batteries

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Antitrust Litigation, No. 13-md-2420 (N.D. Cal.); In re: Automotive Parts Antitrust Litigation, No. 12-md-2311 (E.D. Mich.); In re: Vehicle Carrier Services Antitrust Litigation, No. 13-cv-3306 (D.N.J.); and In re: Ductile Iron Pipe Fittings (“DIPF”) Indirect Purchaser Antitrust Litigation, No. 12-cv-169 (D.N.J).

Other (historical) antitrust matters in which Ms. Reuben has been heavily engaged include: BP Products North America, Inc. Antitrust Litigation (N.D. Ill.) ($52 million settlement); In re Polyester Staple Antitrust Litigation (W.D.N.C.) ($50 million settlement); In re Electrical Carbon Products Antitrust Litigation (D.N.J.) ($21 million settlement); In re: Cotton Yarn Antitrust Litigation, (M.D.N.C.) ($7.8 million settlement); In re Sulfuric Acid Antitrust Litigation, (N.D. Ill.) ($7 million settlement).

Ms. Reuben has also served as class counsel in the consumer class action of Fritzinger v. Angie’s List, Case No. 12-cv-1118 (S.D. Ind.), and as co-lead counsel in Stone v. Stewart Title Guaranty Co., Philadelphia Court of Common Pleas, June Term, 2006, No. 2003 (consol, under Cummings v. Stewart Title Guaranty Co., et al., Philadelphia Court of Common Pleas, March Term, 2005, No. 747) (Glazer, J.), where a settlement in the amount of $4.5 million dollars was finally approved. At the final approval hearing, the Court noted that “counsel really did an extraordinary job.”

Professionally, Ms. Reuben is actively involved with the Philadelphia Bar Association. She was Vice Chair of its 2013 Bench Bar and Annual Meeting, a past Chair of its Women’s Rights Committee, and is a member of the Federal Courts Committee, Women in the Profession Committee, and Business Law Section. She is a founding member of Women Antitrust Plaintiffs’ Attorneys, a national organization of women who focus their practices on cartel and other anticompetitive cases. She has mentored 1L students at Temple University School of Law through its Women’s Law Caucus, served as an Adjunct Professor of Law at the James E. Beasley School of Law of Temple University, contributed to comprehensive legal publications, and spoken on a variety of subjects including ethics and the Federal Rules of Civil Procedure.

Ms. Reuben attended Indiana University in Bloomington, Indiana, on a Merit Scholarship and graduated in 1989 with a B.A. in both English and Political Science. She pursued a joint degree program at the University of Pittsburgh, and received her J.D. from the School of Law, which she attended on a Dean’s Merit Scholarship, and her Master of Public Administration from the Graduate School of Public and International Affairs in 1993. Following graduation from the University

5 Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 11 of 41 Page ID #:5549 of Pittsburgh, Ms. Reuben served as a law clerk for the Honorable Frank J. Montemuro, Senior Justice of the Supreme Court of Pennsylvania.

STEVEN A. ASHER (1947-2015) Mr. Asher was a founding member of the firm and concentrated his practice in class action antitrust litigation. He served as co-lead counsel for plaintiffs in many of the major antitrust class actions over the last 25 years, and recovered hundreds of millions of dollars for the plaintiff classes which he has been appointed to represent.

In its ranking of the top U.S. business attorneys, Chambers & Partners USA noted that Mr. Asher is “highly knowledgeable and experienced” and has “garnered peer approval for his ‘tough, aggressive’ approach, which often results in multimillion dollar settlements.” Mr. Asher has also been listed in Best Lawyers in America since 2006, has perennially been named to the Pennsylvania Super Lawyers publication and maintains a Martindale-Hubbell AV Peer Review Rating.

Mr. Asher served as co-lead counsel for plaintiffs in the following successful antitrust class actions:

 In re Graphite Electrodes Antitrust Litigation (E.D. Pa.) – Recovery in excess of $134 million in action alleging that certain manufacturers and distributors conspired through meetings and communications to fix the prices of, and allocate markets for, graphite electrodes -- a product used in making steel.

 In re Flat Glass Antitrust Litigation (W.D. Pa.) – Recovery in excess of $120 million on behalf of class of direct purchasers of high-strength glass used in construction and automotive applications.

 In re Citric Acid Antitrust Litigation (N.D. Cal.) – Recovery in excess of $90 million in action against major manufacturers of citric acid for fixing prices and allocating customers.

 In re Sorbates Direct Purchaser Antitrust Litigation (N.D. Cal.) – Recovery in excess of $90 million in action against U.S. and foreign manufacturers of food preservatives for conspiring to fix prices.

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 Thomas & Thomas Rodmakers, Inc. v. Newport Adhesives & Composites, Inc. (C.D. Cal.) – Recovery of approximately $68 million on behalf of purchasers of carbon fiber and related products in action alleging that major sporting goods manufacturers had conspired to raise the prices of products containing carbon fiber.  BP Products North America, Inc. Antitrust Litigation (N.D. Ill.) -- Recovery in excess of $52 million on behalf of direct purchasers of both physical propane and propane futures contracts. The class alleged that the defendant sought to and did corner the market for propane within a large geographic area of the United States in February 2004.  In re Polypropylene Carpet Antitrust Litigation (N.D. Ga.) – Recovery of approximately $50 million on behalf of distributors who purchased polypropylene carpet and alleged that manufactures had conspired to fix prices.  In re Chlorine and Caustic Soda Antitrust Litigation (E.D. Pa.) – Recovery in excess of $50 million in action alleging conspiracy by the major producers of “chlor-alkali” products to fix, raise, maintain and stabilize prices.

 Cumberland Farms, Inc., et al. v. Browning-Ferris Indus., Inc., et al. (E.D. Pa.) – Recovery in excess of $50 million on behalf of class of direct purchasers of solid waste hauling and disposal services which alleged a conspiracy to fix prices entered into by major providers of solid waste collection services.

 In re Polyester Staple Antitrust Litigation (W.D.N.C.) – Recovery in excess of $50 million in an action by a class of direct purchasers against four of the largest manufacturers of polyester staple products, alleging a conspiracy to fix prices and allocate markets and customers in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1.

 In re Electrical Carbon Products Antitrust Litigation (D.N.J.) – Recovery in excess of $21 million in suit alleging conspiracy by certain manufacturers to fix prices and to allocate customers and markets for industrial electric products.

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 In re Residential Doors Antitrust Litigation (E.D. Pa.) – Recovery in excess of $14 million on behalf of class of distributors of residential flush doors who brought suit against door manufacturers for price fixing.

 In re: Cotton Yarn Antitrust Litigation, MDL No. 1622 (M.D.N.C.) – Recovery in amount of $7.8 million on behalf of direct purchasers of cotton yarn in connection with alleged conspiracy by producers to fix prices.

 In re NY State Beer Antitrust Litigation (E.D.N.Y.) – Recovery in excess of $14 million on behalf of class of beer retailers and wholesalers in action against various brewers alleging a conspiracy to enter into exclusive territory contracts.

 In re Sulfuric Acid Antitrust Litigation, MDL No. 1536 (N.D. Ill.) -- Recovery in excess of $7 million on behalf of class of direct purchasers alleging that major manufacturers of sulfuric acid conspired to fix prices.

 In re Plastic Tableware Antitrust Litigation (E.D. Pa.) – Recovery in excess of $6 million on behalf of purchasers of plastic tableware alleging a conspiracy by major manufacturers to fix prices.

 Capitol Sign Company, Inc. v. Alliance Metals, Inc., et al. (E.D. Pa.) – Recovery in excess of $4 million on behalf of purchasers of painted aluminum products in action alleging that major manufacturers conspired to fix prices at artificially inflated levels.

 In re Plastic Cutlery Antitrust Litigation (E.D. Pa.) – Recovery in excess of $3 million in action against major producers of plastic cutlery alleging a conspiracy to fix, raise, maintain and stabilize prices.

 In re Metal Building Insulation Antitrust Litigation (S.D. Tex.) – Recovery in excess of $1 million on behalf of purchasers of metal building insulation products which alleged a conspiracy by manufacturers to fix prices.

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 In re Tampico Fiber Antitrust Litigation (E.D. Pa.) – Recovery in excess of $1 million in action alleging a conspiracy by manufacturers of fiber used in commercial brushes to fix prices.

Mr. Asher graduated from The Johns Hopkins University in 1969 with a B.A. in philosophy, and received a J.D. from New York University’s School of Law in 1973 where he was an editor of the Law Review and winner of the Edmond Cahn award given annually to the outstanding law review editor. He was a former chair of the Philadelphia Bar Association Antitrust Law Committee, lectured for several years on antitrust litigation for the Department of Economics at the University of Pennsylvania, and had lectured on class action and antitrust topics for continuing legal education groups throughout the country.

ANDREA L. WILSON Andrea L. Wilson focuses her practice on complex litigation matters, particularly consumer and antitrust class actions and commercial litigation. Ms. Wilson also has significant experience in securities and ERISA class litigation. Throughout her years as a lawyer, Ms. Wilson has participated in multi-firm litigation committees to manage litigation for complex litigation and to develop and manage litigation support systems for large complex class actions. In addition, Ms. Wilson is highly regarded in the class action arena for her electronic discovery management skills, and is often sought out for guidance and participation on such matters. Ms. Wilson is also certified as a FINRA Dispute Resolution Arbitrator. FINRA, the Financial Industry Regulatory Authority, is the largest independent regulator for securities firms operating in the United States. Ms. Wilson is a member of the bars of Pennsylvania and New Jersey. She is admitted to practice in the Third Circuit, the Eastern District of Pennsylvania and the District of New Jersey. Ms. Wilson received her Bachelor of Arts degree in Management Information Systems from California State University in 1989, her J.D. from Temple University School of Law in 1994 and her L.L.M. in Taxation, with honors, from Temple University School of Law. She has also received a Master of Science degree from Boston University in Computer Information Systems with a concentration in Database Management and Business Intelligence, which includes coursework in Digital Forensics.

9 Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 15 of 41 Page ID #:5553 EXHIBIT B Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 16 of 41 Page ID #:5554 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 1

Selection Criteria

Slip.Slip Type Time Slip.Date Earliest - 5/3/2016 Slip.Billing Status Billable Clie.Selection Include: Kitchenaid

Attorney Date Client Activity Description Hours Value

User: Eckart Eckart 12/20/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review complaint 2.00 $800.00 Eckart 12/21/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - review coding 0.70 $280.00 manual; conference with T. Mathews regarding coding procedures Eckart 12/24/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - log-in procedures 0.40 $160.00 Eckart 12/27/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - Log-in procedures 0.30 $120.00 Eckart 12/28/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - log-in procedures 0.20 $80.00 Eckart 1/2/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Log-in procedures 0.80 $320.00 Eckart 1/4/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - log-in procedures; 2.00 $800.00 telephone conference with Tony Geyelin Eckart 1/7/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - log-in procedures 2.00 $800.00 Eckart 1/8/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Log-in 3.00 $1,200.00 procedures; review materials for conference call and call Eckart 1/9/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 1/10/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 1/11/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 1/14/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 1/15/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.10 $2,040.00 documents Eckart 1/16/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 1/17/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 2.60 $1,040.00 documents Eckart 1/18/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 1/21/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 4.60 $1,840.00 documents Eckart 1/22/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 1/23/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 1/24/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 1/25/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 3.90 $1,560.00 documents Eckart 1/28/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) Rev. as'gnd docs 3.50 $1,400.00 Eckart 1/29/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) Rev. as'gnd docs 5.00 $2,000.00 Eckart 1/30/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) Rev. as'gnd docs 4.50 $1,800.00 Eckart 1/31/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) Rev. as'gnd docs 5.00 $2,000.00 Eckart 2/1/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) rev. as'gnd docs 5.00 $2,000.00 Eckart 2/4/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 3.50 $1,400.00 documents Eckart 2/5/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/6/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/7/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/8/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/11/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 4.50 $1,800.00 documents Eckart 2/12/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/13/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 17 of 41 Page ID #:5555 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 2

Attorney Date Client Activity Description Hours Value

Eckart 2/14/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/15/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/18/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/19/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/20/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) Review assigned 5.00 $2,000.00 documents Eckart 2/21/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 4.70 $1,880.00 documents Eckart 2/22/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/25/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 4.50 $1,800.00 documents Eckart 2/26/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/27/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 2/28/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 3/1/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 3/11/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 3/12/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 3/13/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 3/14/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 3/15/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review assigned 5.00 $2,000.00 documents Eckart 3/8/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 1.40 $560.00 Range SCH0017822 (document 4586) SCH0022637 (Document 6586) email hot document list to Tony Geyelin

Total: 04-Discovery (Other) 219.20 $87,680.00

Total: Eckart 219.20 $87,680.00

User: Ely Ely 8/10/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.40 $490.00 Research, Investigation - review counts of draft complaint Ely 8/11/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.60 $910.00 Research, Investigation - Complaint review; legal analysis Ely 8/16/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.20 $1,120.00 Research, Investigation - legal research for Complaint analysis Ely 8/17/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $175.00 Research, Investigation - legal research for Complaint analysis Ely 8/19/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.30 $1,505.00 Research, Investigation - Complaint review/research; draft memorandum Ely 8/22/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.80 $1,680.00 Research, Investigation - Draft memorandum regarding complaint analysis Ely 8/23/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.10 $2,135.00 Research, Investigation - draft memorandum regarding Complaint analysis Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 18 of 41 Page ID #:5556 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 3

Attorney Date Client Activity Description Hours Value

Ely 8/24/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.20 $1,120.00 Research, Investigation - draft memorandum regarding Complaint analysis Ely 9/25/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.70 $245.00 Research, Investigation - Review notice letter; review Magnuson Moss Warranty Act research Ely 9/26/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.70 $245.00 Research, Investigation - review notice letters; review Magnuson Moss Warranty Act research Ely 11/17/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.10 $385.00 Research, Investigation - pull/review previous lead counsel motions Ely 1/10/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.70 $1,762.50 Research, Investigation - meet with Robert S. Kitchenoff, Esq. to discuss case status; draft proposed orders Ely 1/25/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.00 $375.00 Research, Investigation - revise orders Ely 1/26/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.80 $300.00 Research, Investigation - Revise orders Ely 3/9/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.30 $487.50 Research, Investigation - Magnuson Moss research for 2nd amended complaint; meet with Robert S. Kitchenoff, Esq. and David H. Weinstein, Esq. for assignment Ely 3/9/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $187.50 Research, Investigation - call from Steve Schwartz regarding amended complaint Ely 3/9/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.20 $450.00 Research, Investigation - emails and conference call regarding amended complaint Ely 3/9/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.20 $450.00 Research, Investigation - edit protective order; email to co-counsel; email to defendants Ely 3/9/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.00 $750.00 Research, Investigation - legal research regarding amended complaint Ely 3/10/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.10 $412.50 Research, Investigation - Magnuson Moss research for 2nd amended complaint Ely 3/11/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.50 $562.50 Research, Investigation - Magnuson Moss research for 2nd amended complaint; draft memorandum Ely 3/12/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.10 $1,162.50 Research, Investigation - Magnusson Moss research; memo revisions for 3rd amended complaint Ely 3/13/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.90 $2,587.50 Research, Investigation - legal research for 3rd amended complaint Ely 3/14/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.90 $2,587.50 Research, Investigation - TAC: meet with David H. Weinstein, Esq. and Robert S. Kitchenoff, Esq. to discuss research; legal research Ely 3/15/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.10 $1,162.50 Research, Investigation - TAC: legal research regarding various counts Ely 3/16/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.60 $1,725.00 Research, Investigation - TAC: legal research regarding various counts Ely 3/18/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.90 $712.50 Research, Investigation - TAC: research regarding negligence Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 19 of 41 Page ID #:5557 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 4

Attorney Date Client Activity Description Hours Value

Ely 3/19/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.50 $2,062.50 Research, Investigation - research and edits to TAC Ely 3/21/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.70 $1,012.50 Research, Investigation - review recent Eggs order for relevance to Kitchenaid complaint Ely 3/22/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.70 $637.50 Research, Investigation - NY Negligence research for SAC Ely 5/9/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $187.50 Research, Investigation - research deadline for response to Motion to dismiss; research local rules for Motion for Summary Judgment Ely 5/16/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.30 $1,237.50 Research, Investigation - response to motion to dismiss - meet with Robert S. Kitchenoff, Esq.; call with other plaintiff's counsel; review defendants' documents and Liesel's memo Ely 5/17/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.10 $787.50 Research, Investigation - response to Motion to dismiss - review defendants' documents and Liesel's memo Ely 5/18/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.20 $1,575.00 Research, Investigation - Response to Motion to dismiss - research warranty issues Ely 5/21/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 7.40 $2,775.00 Research, Investigation - Response to Motion to dismiss - research warranty issues Ely 5/22/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.90 $2,212.50 Research, Investigation - Response to Motion to dismiss - research and drafting Ely 5/23/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 7.20 $2,700.00 Research, Investigation - Response to Motion to dismiss - research and drafting Ely 5/24/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 7.20 $2,700.00 Research, Investigation - research, draft, edit plaintiff's response to motion to dismiss - warranty arguments Ely 5/25/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.50 $1,687.50 Research, Investigation - research, draft, edit plaintiff's response to motion to dismiss - warranty arguments Ely 5/29/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.30 $487.50 Research, Investigation - research; drafting plaintiffs response to Motion to dismiss Ely 5/31/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.50 $1,312.50 Research, Investigation - Plaintiffs response to motion to dismiss - revise and research Ely 6/1/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.80 $2,550.00 Research, Investigation - draft and revise opinion to motion to dismiss - warranty claims Ely 6/4/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.20 $1,200.00 Research, Investigation - draft and revise opposition to motion to dismiss - warranty claims Ely 6/5/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.70 $637.50 Research, Investigation - draft and revise opposition to motion to dismiss - warranty claims Ely 6/6/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.00 $375.00 Research, Investigation - review draft opposition to motion to dismiss Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 20 of 41 Page ID #:5558 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 5

Attorney Date Client Activity Description Hours Value

Ely 8/17/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.80 $300.00 Research, Investigation - review TAC draft Ely 10/10/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.10 $787.50 Research, Investigation - research regarding GA/Ohio law for TAC Ely 1/15/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.80 $300.00 Research, Investigation - Response In opposition to Motion to dismiss 2: meet with Robert S. Kitchenoff, Esq., pull documents; review papers Ely 1/16/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.80 $2,175.00 Research, Investigation - Opposition In opposition to MTD2; meet with Robert S. Kitchenoff, Esq.; research draft Ely 1/17/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 8.20 $3,075.00 Research, Investigation Opposition In opposition to MTD2; research and draft response to warranty claims Ely 1/23/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.90 $712.50 Research, Investigation Response In opposition to MTD2; emails with Robert S. Kitchenoff, Esq., David H. Weinstein, Esq.; forward draft to Liesel Schopler; additional research Ely 1/25/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.10 $412.50 Research, Investigation Response to MTD2; follow up research; emails with Liesel Schopler Ely 1/28/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.40 $150.00 Research, Investigation Additional research for MTD2 Ely 1/29/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.90 $337.50 Research, Investigation Review final draft of Opposition to MTD2; additional warranty research Ely 5/9/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.30 $112.50 Research, Investigation - Complaint chart preparation - coordinate with Leisel Schopler Ely 5/10/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.60 $600.00 Research, Investigation - Complaint chart: review Liesel Scholper's chart Ely 5/14/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.90 $1,462.50 Research, Investigation - Research for FAC charts regarding warranty claims Ely 5/15/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.10 $2,287.50 Research, Investigation - Research for FAC charts regarding warranty claims Ely 5/17/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.70 $2,137.50 Research, Investigation - Research for FAC charts regarding warranty claims Ely 5/21/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.10 $787.50 Research, Investigation - Fourth Amended Complaint - chart warranty claims Ely 5/22/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.60 $975.00 Research, Investigation - Fourth Amended Complaint - state chart warranty claims Ely 5/23/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.30 $487.50 Research, Investigation - Fourth Amended Complaint - state chart warranty claims

Total: 01-Plead/Briefs 185.70 $68,922.50 Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 21 of 41 Page ID #:5559 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 6

Attorney Date Client Activity Description Hours Value

Ely 5/4/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - Kitchaid - 2.30 $805.00 meet with Robert S. Kitchenoff, Esq. regarding Complaint; research for memo on complaint issues Ely 5/5/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - Kitchenaid - 6.60 $2,310.00 Research for memo regarding issue with Complaint Ely 5/6/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - Kitchenaid - 3.90 $1,365.00 research and draft memorandum regarding Complaint issues Ely 5/9/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - Kitchenaid - 3.80 $1,330.00 draft and revise memo regarding Complaint issues Ely 5/10/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - Kitchenaid - 1.80 $630.00 revise memo regarding complaint issues Ely 5/13/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - Kitchenaid - 0.50 $175.00 review memorandum regarding expert Ely 5/16/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - Kitchenaid 1.30 $455.00 Dishwashers - additional research Ely 5/18/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - Kitchenaid 0.60 $210.00 Dishwashers - additional research regarding Complaint Ely 5/31/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - Kitchenaid 0.20 $70.00 Dishwashers - research for complaint Ely 7/27/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - revise 0.60 $210.00 memorandum regarding Magnuson Moss Notice requirements Ely 8/9/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - review draft 3.10 $1,085.00 complaint; legal research; meet with Robert S. Kitchenoff, Esq. Ely 9/21/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - research 2.00 $700.00 similar washing machine case; meet with Robert S. Kitchenoff, Esq. regarding status Ely 12/7/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - retrieve and 0.30 $105.00 email memorandum Ely 3/27/2012 Kitchenaid 02-Legal Resrch Legal Research (Other) - gather and 0.20 $75.00 send research to David H. Weinstein, Esq. regarding defendant contact with potential class members Ely 5/20/2013 Kitchenaid 02-Legal Resrch Legal Research (Other) - Fourth 5.50 $2,062.50 Amended Complaint - chart warranty claims Ely 11/7/2013 Kitchenaid 02-Legal Resrch Legal Research (Other) - pull 4th 0.20 $75.00 Circuit Family Dollar case and email to Robert S. Kitchenoff, Esq.

Total: 02-Legal Resrch 32.90 $11,662.50

Ely 11/29/2011 Kitchenaid 03-Fact Invest Factual Investigation (Other) - 0.30 $105.00 research washing machine fires lawsuit

Total: 03-Fact Invest 0.30 $105.00

Ely 7/19/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - call and email with 0.70 $262.50 Andrea L. Wilson, Esq. regarding discovery project - coding Ely 7/20/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - call with Tim 0.90 $337.50 Matthews and Andrea L. Wilson, Esq. regarding document hosting and coding; email to se up next meeting; call with Andrea L. Wilson, Esq. regarding document project; call with Robert S. Kitchenoff, Esq. regarding same Ely 7/25/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 2.10 $787.50 setup; call with Robert S. Kitchenoff, Esq. and Andrea L. Wilson, Esq.; call Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 22 of 41 Page ID #:5560 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 7

Attorney Date Client Activity Description Hours Value

and email with Ernest Liberati; begin drafting case summary, cast of characters, terms list Ely 7/26/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 3.90 $1,462.50 preparation; draft summaries and term list; review memos for additional information to include Ely 7/27/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - revise summaries, 3.20 $1,200.00 cast of characters, unique terms list for document review setup Ely 7/30/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - preparation for 2.80 $1,050.00 document coding setup and meeting; draft and edit materials Ely 7/31/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - preparation for 1.10 $412.50 document coding setup and meeting; draft and edit materials; meet with Robert S. Kitchenoff, Esq.; call with Andrea L. Wilson, Esq. Ely 8/1/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - meeting at 3.60 $1,350.00 Chimicles in Haverford regarding document coding setup (including travel time) Ely 8/2/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - revise document 1.10 $412.50 coding manual Ely 8/3/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - email with Tim 0.20 $75.00 Mathews and Andrea L. Wilson, Esq. regarding coding manual Ely 8/7/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - revisions to coding 2.10 $787.50 manual; circulate to group and other emails Ely 8/8/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - circulate final 1.30 $487.50 coding manual; email to set up training for 8/10 Ely 8/10/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - preparation for 0.90 $337.50 document coding training; participate in document coding training Ely 8/27/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - follow up 0.10 $37.50 regarding Liesel Schophler document review - call with Andrea L. Wilson, Esq.; email to Liesel, Andrea L. Wilson, Esq. and Tim Matthews Ely 9/21/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - email with Tim 0.10 $37.50 Mathews/Liesel Schophler regarding document coding manual Ely 11/12/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - update discovery 0.50 $187.50 coding manual; email with T. Matthews regarding manual Ely 11/26/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - emails with Tim 0.10 $37.50 Matthews and discovery team regarding call scheduling Ely 12/4/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - call with document 0.40 $150.00 review team Ely 12/21/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - new document 0.20 $75.00 review team member: email with T. Mathews/H. Eckart regarding login information Ely 1/2/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - call with Harvey 0.30 $112.50 Eckart regarding document reivew; email to Chimicles regarding Harvey Ely 1/15/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 4.40 $1,650.00 Ely 2/4/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - request batch for 0.40 $150.00 document review - email with T. Geyelin and T. Matthews Ely 2/5/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - email with T. 0.10 $37.50 Geyelin regarding document review batch Ely 2/6/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review - 3.10 $1,162.50 email with T. Geyelin, begin review Ely 2/7/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review - 4.50 $1,687.50 email with T. Geyelin, begin review Ely 2/8/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 3.40 $1,275.00 - email with T. Geyelin, begin review Ely 2/11/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 1.80 $675.00 Ely 2/14/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 0.60 $225.00 Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 23 of 41 Page ID #:5561 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 8

Attorney Date Client Activity Description Hours Value

Ely 8/29/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Research 4.70 $1,762.50 regarding deposition of withdrawn class member; prepare memorandum Ely 8/30/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Research 1.80 $675.00 regarding deposition of withdrawn class member; prepare memorandum Ely 9/6/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Research 0.70 $262.50 regarding effect of amended complaint (Brown depositions) Ely 9/10/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Research 1.60 $600.00 regarding effect of amended complaint (Brown depositions) Ely 9/10/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Research 1.70 $637.50 regarding effect of amended complaint (Brown depositions) Ely 9/16/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Memo regarding 0.80 $300.00 Brown depositions - gather research for revisions Ely 9/17/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Memo regarding 0.90 $337.50 Brown depositions - gather research for revisions Ely 9/18/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Revise memo 3.80 $1,425.00 regarding Brown deposition; research Ely 9/19/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Revise memo 1.50 $562.50 regarding Brown depositions; additional research Ely 2/3/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review: 2.20 $858.00 email Tony Geyelin regarding log in; review mediation statement Ely 2/4/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) Document review: 0.70 $273.00 email Tony Geyelin regarding log in set up; check log in Ely 2/5/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Email/call with 5.80 $2,262.00 Tony Geyelin to complete set up for document review. Document review Ely 2/6/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 7.20 $2,808.00 Ely 2/7/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 2.60 $1,014.00 Ely 2/10/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 6.40 $2,496.00 Ely 2/11/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 6.90 $2,691.00 Ely 2/12/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 5.00 $1,950.00 Ely 2/13/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 5.10 $1,989.00 Ely 2/14/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 3.80 $1,482.00 Ely 2/18/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review; 1.10 $429.00 range SCH0017822- SCH0022637 Ely 2/20/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review; 0.30 $117.00 range SCH0017822-SCH0022637; email with Tony Geyelin regarding coding suggestions Ely 2/26/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 0.50 $195.00 range SCH0017822-SCH0022637; email with Tony Geyelin regarding coding suggestions. Call with Tony Geyelin. Ely 3/3/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 7.20 $2,808.00 range SCH0017822 (document 4586) SCH0022637 (document 6586) Ely 3/4/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 5.30 $2,067.00 Range SCH0017822 (document 4586) SCH0022637 (Document 6586) Ely 3/5/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 6.20 $2,418.00 Range SCH0017822 (document 4586) SCH0022637 (Document 6586) email hot document list to Tony Geyelin Ely 3/6/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 5.70 $2,223.00 Range SCH0017822 (document 4586) SCH0022637 (Document 6586) Ely 3/7/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - Document review 4.90 $1,911.00 Range SCH0017822 (document 4586) SCH0022637 (Document 6586) Ely 3/10/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 2.10 $819.00 Ely 3/11/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 7.40 $2,886.00 Ely 3/12/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 7.60 $2,964.00 Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 24 of 41 Page ID #:5562 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 9

Attorney Date Client Activity Description Hours Value

Ely 3/13/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review, 7.20 $2,808.00 email T. Geyelin regarding hot documents; issues with database opening excel files Ely 3/14/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 7.50 $2,925.00 Ely 3/15/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 1.70 $663.00 Ely 3/17/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 8.40 $3,276.00 Ely 3/18/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 8.30 $3,237.00 Ely 3/19/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review; 8.50 $3,315.00 email hot document list to T. Geyelin Ely 3/20/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 8.20 $3,198.00 Ely 3/21/2014 Kitchenaid 04-Discovery (Other) Discovery (Other) - document review 8.40 $3,276.00

Total: 04-Discovery (Other) 213.60 $82,383.00

Ely 8/10/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $35.00 status of action in weekly meeting Ely 8/22/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.20 $70.00 status of action in weekly meeting Ely 9/14/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $35.00 status of action in weekly meeting Ely 11/14/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - set up 0.40 $140.00 online alerts/file administration Ely 7/23/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - meet with 0.30 $112.50 Robert S. Kitchenoff, Esq. regarding data project; set up call with Andrea L. Wilson, Esq. Ely 9/6/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - 0.10 $37.50 conference call scheduling - read and respond to emails

Total: 14-Stratgy/Mgmt 1.20 $430.00

Ely 6/2/2011 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - review 2.70 $945.00 document for call; conference call with co-counsel regarding complaint and action plan Ely 11/14/2011 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 0.90 $315.00 conference call with Plaintiffs' counsel, David H. Weinstein, Esq., Robert S. Kitchenoff, Esq. regarding steps following Complaint filing Ely 3/27/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - call 1.30 $487.50 regarding stipulations; class member contact; discovery; SAC Ely 7/18/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - counsel 3.40 $1,275.00 meeting regarding discovery and next steps, including preparation and travel to meeting in Haverford Ely 9/12/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - call with 1.40 $525.00 plaintiffs' counsel and expert Jerry Ferguson

Total: 15-Meet/Counsel 9.70 $3,547.50

Total: Ely 443.40 $167,050.50

User: Kitchenoff Kitchenoff 2/21/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.50 $2,812.50 Research, Investigation - Kitchen Aid - review/edit draft complaint; prepare memo Kitchenoff 2/23/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.90 $3,687.50 Research, Investigation - Kitchen Aid - review complaint; conference David Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 25 of 41 Page ID #:5563 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 10

Attorney Date Client Activity Description Hours Value

H. Weinstein, Esq.; factual research; conference call with C. Fax and L. Schopler Kitchenoff 2/24/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.60 $375.00 Research, Investigation - Kitchen Aide - Review state law subclass issues; emails with C. Fax regarding same Kitchenoff 3/1/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $312.50 Research, Investigation - KitchenAid - review FOIA request information Kitchenoff 5/2/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.40 $2,750.00 Research, Investigation - Kitchen Aid - research/edit complaint Kitchenoff 5/3/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.10 $3,812.50 Research, Investigation - Kitchen Aid - review/edit complaint Kitchenoff 5/4/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.50 $4,062.50 Research, Investigation - Kitchen Aid - Review/edit complaint Kitchenoff 5/20/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.10 $1,312.50 Research, Investigation - Edit draft complaint Kitchenoff 6/20/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.20 $3,875.00 Research, Investigation - edit complaint; research claims Kitchenoff 6/22/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.40 $2,750.00 Research, Investigation - edit complaint; research regarding NJ Truth in Consumer Contract, Warranty & Notice Act Kitchenoff 8/4/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.60 $4,125.00 Research, Investigation - Edit Complaint Kitchenoff 8/8/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.10 $3,187.50 Research, Investigation - edit complaint, draft email to co-counsel Kitchenoff 9/26/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.80 $500.00 Research, Investigation - review letter to Defendants Kitchenoff 11/8/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.80 $1,750.00 Research, Investigation - conference call; review complaint; review attorney agreement; emails regarding class certification Kitchenoff 11/9/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.60 $2,250.00 Research, Investigation - review draft complaint; research on claims Kitchenoff 11/10/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.10 $1,312.50 Research, Investigation - review complaint; emails regarding filing Kitchenoff 11/14/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.50 $937.50 Research, Investigation - conference call with lead counsel regarding service, settlement, class motion, pretrial order, etc. Kitchenoff 11/17/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.90 $562.50 Research, Investigation - review publicity on case; including television news pieces Kitchenoff 11/29/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.20 $125.00 Research, Investigation - review Chuck's Declaration Kitchenoff 11/29/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.70 $437.50 Research, Investigation - call with Steve Schwartz regarding potential cases, email to David H. Weinstein, Esq. and C. Fax regarding same Kitchenoff 11/30/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.30 $187.50 Research, Investigation - Call with Steve Schwartz Kitchenoff 12/2/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.90 $562.50 Research, Investigation - emails with Steve Schwartz and Chuck Fax Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 26 of 41 Page ID #:5564 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 11

Attorney Date Client Activity Description Hours Value

Kitchenoff 12/5/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.80 $1,125.00 Research, Investigation - review plaintiffs for Chimicles (S. Schwartz) Kitchenoff 12/6/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $312.50 Research, Investigation - correspondence Kitchenoff 12/7/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.20 $2,625.00 Research, Investigation - review amended Complaint Kitchenoff 12/7/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.70 $437.50 Research, Investigation - emails regarding amended complaint - Cohon, Schopper, Fax Schwartz (multiple to each) Kitchenoff 12/9/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.80 $500.00 Research, Investigation - call with C. Fax; email regarding subrogation; e regarding MMWA Kitchenoff 12/11/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.30 $1,437.50 Research, Investigation - review and edit 1st amended complaint Kitchenoff 1/9/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.30 $195.00 Research, Investigation - Admin issues regarding case opening Kitchenoff 1/17/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - Maytag: emails regarding potential new case Kitchenoff 1/18/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - Maytag: emails regarding new case Kitchenoff 1/19/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.20 $130.00 Research, Investigation - GE: email from C. Fax regarding potential new matter; email to Chuck Kitchenoff 1/19/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.10 $65.00 Research, Investigation - Maytag: Call from Mark Chalos Kitchenoff 1/23/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.60 $390.00 Research, Investigation - Emails regarding motion for class certification deadline; language for extension Kitchenoff 1/24/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.50 $1,625.00 Research, Investigation - review/edit orders - Confidentiality, ESI, Document Protection Kitchenoff 1/30/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.30 $1,495.00 Research, Investigation - preparation for conference call Kitchenoff 2/1/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.30 $195.00 Research, Investigation - emails regarding page limits to Motion to dismiss briefing Kitchenoff 2/6/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.20 $130.00 Research, Investigation - call with Mark Chalos (LCHB) regarding potential client Kitchenoff 2/6/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.20 $130.00 Research, Investigation - read and review emails Kitchenoff 2/7/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.40 $260.00 Research, Investigation - emails and local meet and confer rule on motion to dismiss Kitchenoff 2/10/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.20 $130.00 Research, Investigation - edit stipulation; email Chuck Fax. Kitchenoff 2/14/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.80 $520.00 Research, Investigation - Numerous emails Kitchenoff 2/14/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.00 $650.00 Research, Investigation - conference call regarding Local Rule 7-4 issues Kitchenoff 2/16/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.50 $1,625.00 Research, Investigation - Review motion to dismiss; emails regarding Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 27 of 41 Page ID #:5565 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 12

Attorney Date Client Activity Description Hours Value

motion to dismiss outline; call with C. Fax regarding schedule; emails with David H. Weinstein, Esq. regarding schedule Kitchenoff 2/17/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.00 $650.00 Research, Investigation - prepare for call with defense counsel regarding schedule for motion to dismiss briefing and class certification discovery Kitchenoff 2/17/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - call with C. Fax and Jeff Cohon in preparation for call with defense counsel Kitchenoff 2/17/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.50 $975.00 Research, Investigation - call with defense counsel regarding schedule for motion to dismiss briefing and class certification discovery Kitchenoff 2/17/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - call with C. Fax and J. Cohon regarding follow up to call and stipulation Kitchenoff 2/17/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.60 $1,040.00 Research, Investigation - review stipulation and order; email to J. Cohon; calls from J. Cohon, emails from Mike Williams regarding same; review confidentiality order; circulate Kitchenoff 2/20/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.90 $1,885.00 Research, Investigation - read and review Motion to dismiss Kitchenoff 2/21/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.10 $715.00 Research, Investigation - plaintiffs' team conference call Kitchenoff 2/21/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.70 $3,055.00 Research, Investigation - read and review Motion to dismiss; research regarding same Kitchenoff 2/21/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.00 $650.00 Research, Investigation - read and review Motion to dismiss Kitchenoff 2/23/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.60 $390.00 Research, Investigation - Confidentiality Stipulation Kitchenoff 2/27/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.30 $845.00 Research, Investigation - Edit Rule 26 statement Kitchenoff 2/29/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - Negotiate stipulation with defense counsel Kitchenoff 2/29/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.40 $260.00 Research, Investigation - preparation for call with defense counsel regarding Confidentiality Stipulation; review redlined stipulation Kitchenoff 2/29/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.60 $390.00 Research, Investigation - call with C. Fax and J. Cohon regarding stipulation; call with David H. Weinstein, Esq. regarding stipulation Kitchenoff 3/1/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.90 $1,885.00 Research, Investigation - review complaint for motion to dismiss conference call Kitchenoff 3/2/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - emails regarding Steve Schwartz and adding NJ plaintiff to SAC Kitchenoff 3/2/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - emails regarding repleading vs Local Rule 7-2 Kitchenoff 3/2/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.50 $1,625.00 Research, Investigation - conference call - team and expert Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 28 of 41 Page ID #:5566 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 13

Attorney Date Client Activity Description Hours Value

Kitchenoff 3/2/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - emails with J. Cohon regarding Mazza opinion and CAFA Kitchenoff 3/6/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.20 $130.00 Research, Investigation - conference David H. Weinstein, Esq. regarding assignments Kitchenoff 3/12/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.80 $2,470.00 Research, Investigation - edit amended complaint Kitchenoff 3/14/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.40 $260.00 Research, Investigation - call with Chuck Fax and Steve Schwartz Kitchenoff 3/14/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.30 $2,145.00 Research, Investigation - research regarding state warranty law and MMWA; read and review memo regarding VA consumer protection law. Kitchenoff 3/14/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - meeting with David H. Weinstein, Esq. and Leila E. Ely, Esq. regarding assignments Kitchenoff 3/15/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 7.60 $4,940.00 Research, Investigation - research amended complaint; edit same Kitchenoff 3/16/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.60 $1,040.00 Research, Investigation - Ohio breach of implied warranty research and emails Kitchenoff 3/18/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 8.30 $5,395.00 Research, Investigation - SAC edits Kitchenoff 3/19/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 7.90 $5,135.00 Research, Investigation - research/edit amended complaint Kitchenoff 3/20/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 8.60 $5,590.00 Research, Investigation- research regarding amended complaint; conference call with J. Ferguson; call with S. Schwartz Kitchenoff 3/22/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 8.00 $5,200.00 Research, Investigation - Edit complaint Kitchenoff 3/28/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.90 $585.00 Research, Investigation - review proposed edits to Confidentiality Stipulation; email M. Williams regarding changes Kitchenoff 4/10/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.40 $260.00 Research, Investigation - emails regarding meet and confer for motion to dismiss Kitchenoff 4/16/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.70 $455.00 Research, Investigation - conference call Kitchenoff 4/19/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.30 $1,495.00 Research, Investigation - review claims, prepare for meeting with CPSC Kitchenoff 5/31/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $325.00 Research, Investigation - Meeting with David H. Weinstein, Esq. and Leila E. Ely, Esq. Kitchenoff 6/1/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.30 $3,445.00 Research, Investigation - Draft opposition to Motion to dismiss Kitchenoff 6/3/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.30 $845.00 Research, Investigation - edit Implied Warranty section of motion to dismiss SAC Kitchenoff 6/4/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 7.60 $4,940.00 Research, Investigation - edit Implied Warranty and Tortious Implied Warranty Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 29 of 41 Page ID #:5567 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 14

Attorney Date Client Activity Description Hours Value

Kitchenoff 6/6/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.10 $1,365.00 Research, Investigation - edit opposition to motion to dismiss Kitchenoff 6/7/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.20 $130.00 Research, Investigation - call from Chuck Fax Kitchenoff 7/9/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.30 $845.00 Research, Investigation - review Case Mananagement Order and emails; team conference call Kitchenoff 7/10/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.30 $845.00 Research, Investigation - read and review motion to dismiss reply brief Kitchenoff 7/10/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.30 $195.00 Research, Investigation - review emails to defendants counsel regarding scheduling order; email to C. Fax regarding same Kitchenoff 7/12/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.20 $130.00 Research, Investigation - emails regarding Rule 26(f) statement Kitchenoff 7/27/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.70 $2,405.00 Research, Investigation - draft/edit document request Kitchenoff 10/10/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.30 $195.00 Research, Investigation - emails regarding amended complaint Kitchenoff 1/21/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.80 $540.00 Research, Investigation - edit response to motion to dismiss Kitchenoff 1/22/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.80 $540.00 Research, Investigation - Edit response to motion to dismiss Kitchenoff 5/5/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.50 $3,712.50 Research, Investigation - Travel to Maryland; review latest iteration of complaint Kitchenoff 5/6/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 11.60 $7,830.00 Research, Investigation - Work with C. Fax and L. Schoppler to finalize Fourth Amended complaint; return to Philadelphia Kitchenoff 6/11/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.90 $1,282.50 Research, Investigation - Motion to dismiss - Song Beverly research Kitchenoff 6/20/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.70 $3,172.50 Research, Investigation - Draft response to motion to dismiss Fourth Am. Cmpt. Kitchenoff 6/21/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.50 $2,362.50 Research, Investigation - Draft Song Beverly opposition to motion to dismiss Kitchenoff 7/7/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $337.50 Research, Investigation - Opposition to motion to dismiss FAC - Song Beverly issue Kitchenoff 8/2/2013 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.30 $202.50 Research, Investigation - Call with C. Fax regarding new client with complete home destruction caused by dishwasher fire Kitchenoff 3/17/2014 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.30 $1,552.50 Research, Investigation - edit fee reply brief; draft declaration Kitchenoff 10/21/2014 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.60 $405.00 Research, Investigation - emails regarding discovery schedule Kitchenoff 10/29/2014 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $337.50 Research, Investigation - emails regarding class representative discovery Kitchenoff 6/4/2015 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.90 $1,282.50 Research, Investigation - research regarding preliminary approval brief Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 30 of 41 Page ID #:5568 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 15

Attorney Date Client Activity Description Hours Value

Kitchenoff 6/5/2015 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.80 $3,915.00 Research, Investigation - edit plaintiff declaratoin; outline approval brief Kitchenoff 4/12/2016 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.50 $362.50 Research, Investigation - emails with co-counsel regarding final approval briefing

Total: 01-Plead/Briefs 234.50 $151,555.00

Kitchenoff 12/1/2011 Kitchenaid 03-Fact Invest Factual Investigation (Other) - 0.50 $312.50 Research Kitchenoff 1/20/2012 Kitchenaid 03-Fact Invest Factual Investigation (Other) - call to 0.20 $130.00 potential Maytag case counsel Kitchenoff 5/20/2012 Kitchenaid 03-Fact Invest Factual Investigation (Other) - 1.50 $975.00 meeting with C. Fax and E. Liborati to prepare for meeting with CPSC Kitchenoff 5/20/2012 Kitchenaid 03-Fact Invest Factual Investigation (Other) - 2.00 $1,300.00 meeting with CPSC Kitchenoff 5/20/2012 Kitchenaid 03-Fact Invest Factual Investigation (Other) - return 2.50 $1,625.00 to Philadelphia Kitchenoff 5/20/2012 Kitchenaid 03-Fact Invest Factual Investigation (Other) - trip to 2.50 $1,625.00 Maryland to meet with CPSC

Total: 03-Fact Invest 9.20 $5,967.50

Kitchenoff 1/6/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - conference call 1.50 $975.00 with co-counsel; preparation confidentiality order Kitchenoff 7/23/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - Edit Documents 4.30 $2,795.00 Request Kitchenoff 7/26/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - edit document 3.70 $2,405.00 requests Kitchenoff 9/27/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - call with C. Fax 0.80 $520.00 regarding discovery responses; emails with team members Kitchenoff 10/1/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - conference call 0.80 $520.00 regarding discovery Kitchenoff 10/1/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - Conference call 0.80 $520.00 regarding discovery Kitchenoff 11/7/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - conference call 1.00 $650.00 regarding discovery assignments; review discovery protocol Kitchenoff 12/21/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - emails regarding 0.50 $325.00 document review Kitchenoff 3/28/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - review letter from 0.70 $472.50 Harvey; review comments on document review Kitchenoff 6/26/2013 Kitchenaid 04-Discovery (Other) Discovery (Other) - Conference Call 0.50 $337.50

Total: 04-Discovery (Other) 14.60 $9,520.00

Kitchenoff 1/23/2013 Kitchenaid 07-Depositions Depositions including preparation - 11.20 $7,560.00 Travel to Maryland; meet with Steve Chambers & Chuck Fax to prepare for Chambers' deposition Kitchenoff 2/25/2013 Kitchenaid 07-Depositions Depositions including preparation - 0.50 $337.50 prepare for class representative deposition; emails to C. Fax Kitchenoff 2/26/2013 Kitchenaid 07-Depositions Depositions including preparation - 14.00 $9,450.00 Travel to Maryland; attend/defend Chambers deposition; return to Philadlephia

Total: 07-Depositions 25.70 $17,347.50 Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 31 of 41 Page ID #:5569 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 16

Attorney Date Client Activity Description Hours Value

Kitchenoff 10/23/2013 Kitchenaid 11-Settlement Settlement - Edit mediation 1.90 $1,282.50 statement; emails with C. Fax Kitchenoff 10/31/2013 Kitchenaid 11-Settlement Settlement - Review/edit mediation 2.20 $1,485.00 statement Kitchenoff 11/5/2013 Kitchenaid 11-Settlement Settlement - Emails with co-counsel 1.30 $877.50 regarding mediation Kitchenoff 11/6/2013 Kitchenaid 11-Settlement Settlement - Travel to Boston for 3.50 $2,362.50 mediation Kitchenoff 11/6/2013 Kitchenaid 11-Settlement Settlement - Plaintiffs' counsel 3.00 $2,025.00 meeting preparation for mediation Kitchenoff 11/7/2013 Kitchenaid 11-Settlement Settlement - Mediation 8.00 $5,400.00 Kitchenoff 11/7/2013 Kitchenaid 11-Settlement Settlement - return to PHL 3.50 $2,362.50 Kitchenoff 11/21/2013 Kitchenaid 11-Settlement Settlement - Prepare for settlement 4.10 $2,767.50 mediation Kitchenoff 11/22/2013 Kitchenaid 11-Settlement Settlement - Travel to Boston; attend 16.80 $11,340.00 settlement mediation; return to Philadelphia Kitchenoff 12/18/2013 Kitchenaid 11-Settlement Settlement - call with C. Fax and M. 1.50 $1,012.50 Williams; prepare notes Kitchenoff 12/18/2013 Kitchenaid 11-Settlement Settlement - team call regarding 0.50 $337.50 mediation Kitchenoff 12/19/2013 Kitchenaid 11-Settlement Settlement - call with C. Fax; email 0.50 $337.50 with Schwartz regarding settlement and mediator Kitchenoff 12/30/2013 Kitchenaid 11-Settlement Settlement - Review fee summary 0.80 $540.00 examples; email to C. Fax Kitchenoff 1/27/2014 Kitchenaid 11-Settlement Settlement - Emails regarding 0.60 $405.00 settlement; mediation Kitchenoff 1/28/2014 Kitchenaid 11-Settlement Settlement - Conference call with 0.80 $540.00 plaintiffs' team Kitchenoff 2/17/2014 Kitchenaid 11-Settlement Settlement - Review and edit 3.90 $2,632.50 settlement agreement Kitchenoff 2/18/2014 Kitchenaid 11-Settlement Settlement - Conference call 1.00 $675.00 regarding mediation and fee proposal Kitchenoff 3/19/2014 Kitchenaid 11-Settlement Settlement - travel to Boston for 2.50 $1,687.50 Mediation Kitchenoff 3/19/2014 Kitchenaid 11-Settlement Settlement - prepare for mediation - 1.80 $1,215.00 review briefs Kitchenoff 3/20/2014 Kitchenaid 11-Settlement Settlement - mediation 6.50 $4,387.50 Kitchenoff 3/20/2014 Kitchenaid 11-Settlement Settlement - return to philadelphia 2.00 $1,350.00 Kitchenoff 3/20/2014 Kitchenaid 11-Settlement Settlement - pre-mediation meeting 0.50 $337.50 Kitchenoff 3/27/2015 Kitchenaid 11-Settlement Settlement - preparation for call; read 3.30 $2,227.50 mediation statement; call with team Kitchenoff 5/3/2015 Kitchenaid 11-Settlement Settlement - pre-mediation meeting 2.00 $1,350.00 Kitchenoff 5/3/2015 Kitchenaid 11-Settlement Settlement - return to Philly 7.00 $4,725.00 Kitchenoff 5/3/2015 Kitchenaid 11-Settlement Settlement - travel to Boston for 6.00 $4,050.00 mediation Kitchenoff 5/4/2015 Kitchenaid 11-Settlement Settlement - mediation 9.70 $6,547.50 Kitchenoff 5/5/2015 Kitchenaid 11-Settlement Settlement - settlement mediation - 8.50 $5,737.50 boston

Total: 11-Settlement 103.70 $69,997.50

Kitchenoff 1/24/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - (Rob was 0.20 $130.00 in Miami so this REF should by Out of state) - Emails regarding schedule Kitchenoff 1/26/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - read and 0.30 $195.00 review pro hac order; emails with J. Cohon regarding same Kitchenoff 3/27/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - plaintiff 1.50 $975.00 team conference call Kitchenoff 7/18/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - 2.00 $1,300.00 conference call regarding schedule, discovery, amending complaint Kitchenoff 7/20/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - call with 0.50 $325.00 Leila E. Ely, Esq. regarding KitchenAid strategy meeting and assignments Kitchenoff 3/12/2014 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - prepare 2.50 $1,687.50 for mediation; confernece call with plaintiff's counsel Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 32 of 41 Page ID #:5570 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 17

Attorney Date Client Activity Description Hours Value

Total: 14-Stratgy/Mgmt 7.00 $4,612.50

Kitchenoff 1/30/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 1.10 $715.00 conference call Kitchenoff 2/28/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 0.80 $520.00 conference call Kitchenoff 4/24/2013 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 0.90 $607.50 discussion regarding Order denying motion to dismiss and strategy for 4th Amended complaint; numerous emails regarding same Kitchenoff 8/12/2013 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 1.00 $675.00 conference call regarding new client fire

Total: 15-Meet/Counsel 3.80 $2,517.50

Kitchenoff 9/12/2012 Kitchenaid 27-Experts Experts, including. Retention, 1.50 $975.00 Reports, Discovery - Call with expert Jerry Ferguson Kitchenoff 7/29/2014 Kitchenaid 27-Experts Experts, including. Retention, 0.50 $337.50 Reports, Discovery - emails regarding: conference call

Total: 27-Experts 2.00 $1,312.50

Kitchenoff 1/20/2012 Kitchenaid 30 Class Certification Class Certification, including Motion, 0.80 $520.00 Discovery, Hearing - emails regarding deadline for filing class motion in California

Total: 30 Class Certification 0.80 $520.00

Total: Kitchenoff 401.30 $263,350.00

User: Quarembo Quarembo 2/18/2013 Kitchenaid 02-Legal Resrch Legal Research (Other) - pull case - 0.30 $60.00 GE v Whirlpool for David H. Weinstein, Esq.

Total: 02-Legal Resrch 0.30 $60.00

Total: Quarembo 0.30 $60.00

User: Reuben Reuben 8/10/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $58.00 status of action in weekly meeting Reuben 8/22/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.20 $116.00 status of action in weekly meeting Reuben 9/14/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $58.00 status of action in weekly meeting

Total: 14-Stratgy/Mgmt 0.40 $232.00 Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 33 of 41 Page ID #:5571 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 18

Attorney Date Client Activity Description Hours Value

Total: Reuben 0.40 $232.00

User: Spiegel Spiegel 2/24/2011 Kitchenaid 02-Legal Resrch Legal Research (Other) - 0.30 $114.00 Homeowners Ins. - discuss possible case with Leila E. Ely, Esq.

Total: 02-Legal Resrch 0.30 $114.00

Spiegel 8/10/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $38.00 status at weekly meeting Spiegel 8/22/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $38.00 status in firm meeting Spiegel 9/14/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $38.00 status of action in weekly meeting Spiegel 10/14/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $38.00 status of action in weekly meeting

Total: 14-Stratgy/Mgmt 0.40 $152.00

Total: Spiegel 0.70 $266.00

User: Weinstein Weinstein 2/21/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.80 $3,828.00 Research, Investigation - KitchenAid dishwasher class action: read and review memo from Liesel Schopler and draft complain; emails with t. Weinstein 11/8/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.00 $1,980.00 Research, Investigation - review drafts of complaint; email among co-counsel, etc. Weinstein 11/14/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.70 $1,122.00 Research, Investigation - begin draft pretrial order # 1. Weinstein 11/17/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.60 $4,356.00 Research, Investigation - begin drafting motion for appointment of interim lead counsel; motion for entry of pretrial order no. 1. Weinstein 11/21/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.70 $1,782.00 Research, Investigation - begin drafting motion for appointment of interim lead counsel; motion for entry of pretrial order no. 1. Weinstein 11/22/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 7.50 $4,950.00 Research, Investigation - work on draft pretrial order no. 1, David H. Weinstein, Esq. declaration, and memorandum in support of motion for entry of pretrial order no. 1 and appointment of interim class lead counsel. Weinstein 11/23/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.20 $4,092.00 Research, Investigation - work on memorandum in support of motion for entry of pretrial order no. 1 and appointment of interim class lead counsel. Weinstein 11/28/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.50 $2,310.00 Research, Investigation - work on motion for entry of pretrial order # 1 and appointment of interim class counsel, and related papers. Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 34 of 41 Page ID #:5572 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 19

Attorney Date Client Activity Description Hours Value

Weinstein 11/29/2011 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.80 $528.00 Research, Investigation - emails, etc. related to motion for entry of pretrial order # 1 and appointment of interim class counsel, and related papers. Weinstein 3/15/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.70 $3,847.50 Research, Investigation - legal research regarding claims for strict product liability and strict product liability-failure to warn under various states' laws. Weinstein 3/16/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 7.30 $4,927.50 Research, Investigation - analysis of law and allegations pertaining to certain states' laws on strict product liability and strict product liability-failure to warn. Weinstein 3/18/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.20 $3,510.00 Research, Investigation - analysis of law and allegations pertaining to certain states' laws on strict product liability and strict product liability-failure to warn. Weinstein 3/22/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.00 $4,050.00 Research, Investigation - working on class and other allegations in proposed second amended complaint. Weinstein 3/23/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.30 $2,227.50 Research, Investigation - working on class allegations in proposed second amended complaint; telephone calls regarding same with Charles S. Fax, Esq. and others. Weinstein 3/29/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.40 $270.00 Research, Investigation - legal research regarding defendants' contacts with class members. Weinstein 5/21/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.80 $1,215.00 Research, Investigation - discuss with Robert S. Kitchenoff, Esq. and Leila E. Ely, Esq. work on memorandum in opposition to defendants' motion to dismiss; begin work on memorandum in opposition to defendants' request for judicial notice. Weinstein 5/21/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 4.00 $2,700.00 Research, Investigation - work on memorandum in opposition to defendants' request for judicial notice. Weinstein 5/22/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.30 $202.50 Research, Investigation - work on memorandum in opposition to defendants' request for judicial notice. Weinstein 5/22/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 6.00 $4,050.00 Research, Investigation - work on memorandum in opposition to defendants' request for judicial notice with respect to defendants' motion to dismiss. Weinstein 5/23/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 5.50 $3,712.50 Research, Investigation - work on memorandum in opposition to defendants' request for judicial notice with respect to defendants' motion to dismiss. Weinstein 5/24/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.40 $2,295.00 Research, Investigation - work on memorandum in opposition to defendants' request for judicial notice with respect to defendants' motion to dismiss. Weinstein 5/29/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.20 $135.00 Research, Investigation - conference with Leila E. Ely, Esq.; email with her Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 35 of 41 Page ID #:5573 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 20

Attorney Date Client Activity Description Hours Value

and Robert S. Kitchenoff, Esq. regarding timing of brief in opposition to motion to dismiss. Weinstein 5/30/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.20 $810.00 Research, Investigation - work on draft memorandum in opposition to defendants' request for judicial notice and motion to dismiss. Weinstein 5/31/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 7.50 $5,062.50 Research, Investigation - work on draft memorandum in opposition to defendants' request for judicial notice and motion to dismiss. Weinstein 6/4/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 1.60 $1,080.00 Research, Investigation - work on draft order denying judicial notice; draft memorandum in opposition to defendants' motion to dismiss. Weinstein 6/5/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.80 $1,890.00 Research, Investigation - review draft memorandum in opposition to defendants' motion to dismiss. Weinstein 6/6/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 2.50 $1,687.50 Research, Investigation - review draft memorandum in opposition to defendants' motion to dismiss. Weinstein 6/6/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 3.80 $2,565.00 Research, Investigation - review draft memorandum in opposition to defendants' motion to dismiss. Weinstein 6/7/2012 Kitchenaid 01-Plead/Briefs Pleadings & Motions, including Briefs, 0.30 $202.50 Research, Investigation - review draft memorandum in opposition to defendants' request for judicial notice.

Total: 01-Plead/Briefs 106.60 $71,388.00

Weinstein 4/9/2012 Kitchenaid 02-Legal Resrch Legal Research (Other) - read cases 1.00 $675.00 and Leila E. Ely, Esq. memorandum regarding contact by defendants with class members before class certification (en route returning from New York City).

Total: 02-Legal Resrch 1.00 $675.00

Weinstein 12/5/2011 Kitchenaid 13-Administration Administration (Settlement & Class) - 0.20 $132.00 email from & to class member Eric Kopfstein,.

Total: 13-Administration 0.20 $132.00

Weinstein 6/21/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - read and 1.00 $660.00 review email from Charles S. Fax, Esq.; revise draft retainer agreement and co-counsel agreement. Weinstein 6/28/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - revise 1.20 $792.00 draft retainer agreement and co-counsel agreement and email to co-counsel. Weinstein 11/7/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - emails 0.30 $198.00 among co-counsel regarding timing of filing action; setting up conference telephone call; press items, etc. Weinstein 11/8/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - Discuss 0.10 $66.00 status of matter in bi-weekly meeting. Weinstein 11/14/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - emails 1.60 $1,056.00 among co-counsel; review court's standard scheduling conference order. Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 36 of 41 Page ID #:5574 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 21

Attorney Date Client Activity Description Hours Value

Weinstein 12/5/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - emails to 0.30 $198.00 & from co-counsel. Weinstein 2/5/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - emails 0.30 $202.50 with co-counsel on letter to Sears counsel regarding amending allegations concerning Sears. Weinstein 2/16/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - (in Israel) 0.20 $135.00 emails with co-counsel (Out of state) Weinstein 2/27/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - 2.60 $1,755.00 conference with Robert S. Kitchenoff, Esq.; review proposed stipulation and related documents. Weinstein 2/28/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - 1.60 $1,080.00 conference with Robert S. Kitchenoff, Esq.; conference telephone call with co-counsel; review proposed stipulation and related documents. Weinstein 2/29/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - 1.40 $945.00 conference telephone call with all counsel; review proposed stipulation and related documents. Weinstein 4/9/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - email to 0.30 $202.50 Charles S. Fax, Esq. et al. regarding Whirlpool's contacts with class members. Weinstein 4/23/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - read and 0.50 $337.50 review emails, etc. Weinstein 4/24/2012 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - read and 0.50 $337.50 review emails, etc. Weinstein 10/7/2013 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - email and 0.60 $444.00 phone with Chuck Fax and Tim Taylor regarding Tim's consulting on notice and possible settlement administration. Weinstein 10/8/2013 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - 0.80 $592.00 preparation for and participate in conference telephone call with Charles S. Fax, Esq., Robert S. Kitchenoff, Esq., and Tim Taylor regarding possible employment of Total Class Solutions.

Total: 14-Stratgy/Mgmt 13.30 $9,001.00

Weinstein 10/29/2010 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 0.40 $264.00 conference with Charles S. Fax, Esq. regarding potential case on dishwashers Weinstein 12/1/2011 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 1.00 $660.00 conference telephone call with co-counsel; emails regarding strategy and issues of other cases being filed, etc. Weinstein 1/30/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 0.80 $540.00 conference telephone call with co-counsel Weinstein 2/26/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - plaintiffs' 2.60 $1,755.00 counsel conference telephone call, including preparation by review of draft Case Mananagement Order. Weinstein 3/2/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings 1.00 $675.00 -conference telephone call with co-counsel on strategy vis-a-vis filing another amended complaint. Weinstein 3/7/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 1.00 $675.00 conference with Robert S. Kitchenoff, Esq.; telephone call with Charles S. Fax, Esq.; telephone call with Liesel Schopler, Esq. regarding state law claims. Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 37 of 41 Page ID #:5575 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 22

Attorney Date Client Activity Description Hours Value

Weinstein 3/27/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 2.90 $1,957.50 conference telephone call with co-counsel regarding defendants' contacts with class members; legal research regarding same. Weinstein 5/16/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 0.60 $405.00 preparation for and participate in conference telephone call with co-plaintiffs' counsel. Weinstein 7/18/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - meeting 2.50 $1,687.50 of plaintiffs' counsel at Chimicles office in Haverford, Pennsylvania. Weinstein 7/18/2012 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 1.60 $1,080.00 preparation for meeting of plaintiffs' counsel in Haverford, Pennsylvania. Weinstein 2/6/2013 Kitchenaid 15-Meet/Counsel Counsel Calls & Meetings - 0.40 $296.00 conference telephone call with plaintiffs' counsel regarding newly assigned judge in case, including preparation.

Total: 15-Meet/Counsel 14.80 $9,995.00

Weinstein 3/2/2012 Kitchenaid 27-Experts Experts, including. Retention, 0.80 $540.00 Reports, Discovery - conference telephone call with co-counsel and Jerry Ferguson, engineering consultant.

Total: 27-Experts 0.80 $540.00

Total: Weinstein 136.70 $91,731.00

User: Wilson Wilson 7/19/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - telephone call with 0.80 $388.00 Leila E. Ely, Esq. regarding complaint and discovery; review complaint; telephone call with David H. Weinstein, Esq. and Leila E. Ely, Esq. regarding same Wilson 7/20/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - telephone call with 0.70 $339.50 Leila E. Ely, Esq. and T. Matthews regarding litigation support system; telephone call with Leila E. Ely, Esq. regarding same; review emails regarding same Wilson 7/30/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review case 5.80 $2,813.00 documents; prepare coding guide Wilson 7/31/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - Review case 1.70 $824.50 documents; prepare coding guide; telephone call with Robert S. Kitchenoff, Esq. regarding same; revise same Wilson 8/1/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - meeting regarding 4.60 $2,231.00 coding guide; revise same; telephone call with Robert S. Kitchenoff, Esq. regarding same Wilson 8/2/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - review revised 0.30 $145.50 draft of coding guide Wilson 8/3/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - review emails 0.20 $97.00 regarding coding guide and discovery Wilson 8/7/2012 Kitchenaid 04-Discovery (Other) Discovery (Other) - review and revise 0.80 $388.00 coding guide; telephone call with Leila E. Ely, Esq. regarding same; emails regarding same Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 38 of 41 Page ID #:5576 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:08 PM Time Report Page 23

Attorney Date Client Activity Description Hours Value

Total: 04-Discovery (Other) 14.90 $7,226.50

Wilson 7/25/2012 Kitchenaid 05-Doc Disc Document Discovery - telephone call 0.30 $145.50 with Robert S. Kitchenoff, Esq. and Leila E. Ely, Esq. regarding discovery Wilson 8/10/2012 Kitchenaid 05-Doc Disc Document Discovery - document 0.50 $242.50 review training telephone conference

Total: 05-Doc Disc 0.80 $388.00

Wilson 8/10/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $48.00 status of action in weekly meeting Wilson 8/22/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.20 $96.00 status of action in weekly meeting Wilson 9/14/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $48.00 status of action in weekly meeting Wilson 10/12/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $48.00 status of action in weekly meeting Wilson 11/8/2011 Kitchenaid 14-Stratgy/Mgmt Strategy and Management - discuss 0.10 $48.00 status of action in weekly meeting

Total: 14-Stratgy/Mgmt 0.60 $288.00

Total: Wilson 16.30 $7,902.50

Grand Total 1218.30 $618,272.00 Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 39 of 41 Page ID #:5577 EXHIBIT C Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 40 of 41 Page ID #:5578 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:06 PM Expense Report Page 1

Selection Criteria

Slip.Slip Type Expense Slip.Date Earliest - 5/3/2016 Clie.Selection Include: Kitchenaid

Client Date Activity Description Amount Total

Activity: Computer/Lexis 7/31/2011 Computer/Lexis Computer Research: Lexis, Westlaw, etc. $1.54 $1.54 8/31/2011 Computer/Lexis Computer Research: Lexis, Westlaw, etc. $1.26 $1.26 8/31/2011 Computer/Lexis Computer Research: Lexis, Westlaw, etc. $69.48 $69.48

Total: Kitchenaid $72.28

Total: Computer/Lexis $72.28

Activity: Conference Call 9/30/2013 Conference Call $4.40 $4.40

Total: Kitchenaid $4.40

Total: Conference Call $4.40

Activity: Delivery/Fedex 2/25/2013 Delivery/Fedex Overnight and Courier Deliveries $6.00 $6.00

Total: Kitchenaid $6.00

Total: Delivery/Fedex $6.00

Activity: Filing Fee 12/21/2011 Filing Fee Clerk of US DIstrict Court $325.00 $325.00

Total: Kitchenaid $325.00

Total: Filing Fee $325.00

Activity: Photocopy 6/30/2011 Photocopy Photocopying for the month of - June $24.80 $24.80 7/31/2011 Photocopy Photocopying for the month of $11.20 $11.20 10/31/2011 Photocopy Photocopying for the months of October $2.80 $2.80 2011 11/30/2012 Photocopy Photocopying for the month of Nov. $0.40 $0.40 1/31/2013 Photocopy Photocopying for the month of Jan $63.20 $63.20 2/28/2013 Photocopy Photocopying for the month of Feb $3.80 $3.80 4/30/2013 Photocopy Photocopying for the month of April $1.80 $1.80 5/31/2013 Photocopy Photocopying for the month of May $3.20 $3.20 6/30/2013 Photocopy Photocopying for the month of June $18.40 $18.40 8/31/2013 Photocopy Photocopying for the month of August $4.60 $4.60 9/30/2013 Photocopy Photocopying for the month of September $0.20 $0.20 2/28/2014 Photocopy Photocopying for the month of Feb $28.80 $28.80 3/31/2014 Photocopy Photocopying for the month of March $14.20 $14.20 4/30/2014 Photocopy Photocopying for the month of April $10.80 $10.80 9/30/2014 Photocopy Photocopying for the month of Sept $12.00 $12.00 3/31/2015 Photocopy Photocopying for the month of March $2.80 $2.80 4/30/2015 Photocopy Photocopying for the month of April $7.80 $7.80 7/30/2015 Photocopy Photocopying for the month of July $19.00 $19.00 Case 8:11-cv-01733-FMO-AN Document 218-9 Filed 05/06/16 Page 41 of 41 Page ID #:5579 5/3/2016 Weinstein Kitchenoff & Asher LLC 10:06 PM Expense Report Page 2

Client Date Activity Description Amount Total

Total: Kitchenaid $229.80

Total: Photocopy $229.80

Activity: Postage 6/30/2013 Postage Postage charges for the month of June $0.00 $0.00

Total: Kitchenaid $0.00

Total: Postage $0.00

Activity: Research-Pacer 9/30/2011 Research-Pacer Quarterly Pacer research $4.40 $4.40 12/31/2012 Research-Pacer $2.00 $2.00 1/31/2013 Research-Pacer $37.05 $37.05 3/31/2013 Research-Pacer $3.20 $3.20 3/31/2013 Research-Pacer $2.24 $2.24 5/30/2013 Research-Pacer $56.67 $56.67 6/30/2013 Research-Pacer $140.70 $140.70 6/30/2013 Research-Pacer $100.33 $100.33 8/31/2013 Research-Pacer $6.88 $6.88 9/30/2013 Research-Pacer $13.85 $13.85 11/30/2013 Research-Pacer $0.46 $0.46 4/30/2014 Research-Pacer $82.50 $82.50 7/30/2015 Research-Pacer $2.68 $2.68

Total: Kitchenaid $452.96

Total: Research-Pacer $452.96

Activity: Travel & meals 1/23/2013 Travel & meals Travel to Maryland - Deposition $143.84 $143.84 2/26/2013 Travel & meals Travel to Maryland depositions $176.30 $176.30 5/6/2013 Travel & meals Travel to Maryland to review complaint $330.35 $330.35 11/6/2013 Travel & meals Travel to Boston - Settlement $1,193.84 $1,193.84 11/18/2013 Travel & meals Mediation $174.90 $174.90 11/22/2013 Travel & meals Airfare to Boston $650.86 $650.86 2/20/2014 Travel & meals Travel to NYC $142.70 $142.70 3/19/2014 Travel & meals Dinner with Charles Fax $103.50 $103.50 3/20/2014 Travel & meals Travel to Boston for Mediation $772.56 $772.56

Total: Kitchenaid $3,688.85

Total: Travel & meals $3,688.85

Grand Total $4,779.29 Case 8:11-cv-01733-FMO-AN Document 218-10 Filed 05/06/16 Page 1 of 3 Page ID #:5580

EXHIBIT 6 TO MOTION FOR AWARD OF ATTORNEYS’ FEES (REDACTED) Case 8:11-cv-01733-FMO-AN Document 218-10 Filed 05/06/16 Page 2 of 3 Page ID #:5581

Chambers v. Whirlpool Time Report

FIRM NAME: Cohon & Pollak, LLP PERIOD: Inception through March 31, 2016

(1) Investigations (5) Settlement (2) Discovery (6) Class Certification (3) Pleadings, Briefs (7) Trial & Preparation (4) Court Appearances & Preparation (8) Case Management & Litigation Strategy

Status/Number of Years Current Total Hours Lodestar This Cumulative Name Admitted 1 2 3 4 5 6 7 8 Hourly Rate This Period Period Hours Jeffrey M. Cohon P/28 150.80 259.55 15.50 32.45 6.60 85.30 $450.00 550.20 $247,590.00 550.20 Howard A. Pollak P/25 169.20 14.00 151.55 3.55 $450.00 338.30 $152,235.00 338.30 Henry Nicholls A/29 4.50 $450.00 4.50 $2,025.00 4.50 Kristina Keller A/23 1.00 3.75 $450.00 4.75 $2,137.50 4.75 Totals 0 320.00 279.05 19.25 184.00 6.60 0 88.85 897.75 $403.987.50 897.75 Case 8:11-cv-01733-FMO-AN Document 218-10 Filed 05/06/16 Page 3 of 3 Page ID #:5582

REDACTED Case 8:11-cv-01733-FMO-AN Document 218-11 Filed 05/06/16 Page 1 of 2 Page ID #:5583

EXHIBIT 7 TO MOTION FOR AWARD OF ATTORNEYS’ FEES Case 8:11-cv-01733-FMO-AN Document 218-11 Filed 05/06/16 Page 2 of 2 Page ID #:5584 STEVE CHAMBERS v. WHIRLPOOL CORPORATION PERCENTAGE OF TIME SUMMARY REPORTING PERIOD: Inception to March 31, 2016

NAME HOURS % OF LODESTAR % OF HOURS LODESTAR Mathews, Timothy N. 1609.50 6.70% $965,700.00 10.70% Geyelin, Anthony A. 2829.25 11.80% $1,301,455.00 14.50% Fax, Charles S. 3299.35 13.80% $1,778,786.33 19.80% Schopler, Liesel 3893.70 16.30% $1,329,960.90 14.80% Liberati, Ernest 3477.70 14.50% $479,167.50 5.30% TOTALS 63.10% 65.10%