1 in the United States Bankruptcy Court for The

Case 15-12465-CSS Doc 1481-3 Filed 11/16/20 Page 1 of 2

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

ARCTIC SENTINEL, INC. [f/k/a Fuhu, Case No. 15-12465-CSS (Jointly Administered) Inc.], et al.,1 Hearing Date: December 15, 2020 at 1:00 p.m. (ET) Debtors. Objection Deadline: November 30, 2020 at 4:00 p.m. (ET)

NOTICE OF MOTION OF SCOTT MILLER AND JAMES E. GRIFFIN IV TO (1) APPROVE THE TERMS OF STIPULATION OF SETTLEMENT AND (2) APPROVE THE DISTRIBUTION OF FUNDS INCLUDING AWARD OF ATTORNEYS FEES AND COSTS

PLEASE TAKE NOTICE that on November 16, 2020, Scott Miller (“Miller”) and James E. Griffin IV (“Griffin”) whom this Court previously appointed as representatives of the Class as further defined below (“Class Representatives”) filed the Motion for Approval of Stipulation of Settlement and Award of Attorneys Fees and Costs (the “Motion”) with the United States

Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (the “Bankruptcy Court”). A copy of the Motion is attached hereto. PLEASE TAKE FURTHER NOTICE that objections and responses to the relief requested in the Motion, if any, must be in writing and filed with the Bankruptcy Court on or before November 30, 2020 at 4:00 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that at the same time you must also serve a copy of the response or objection upon counsel to the moving parties, the Class Representatives:

Gutride Safier LLP, 100 Pine Street, Suite 1250, San Francisco, CA 94111, Attn: Adam Gutride.

1 The debtors, together with the last four digits of each debtor’s tax identification number, are: Arctic Sentinel, Inc. [f/k/a Fuhu, Inc.] (7896); Arctic Sentinel Holdings, Inc. [f/k/a Fuhu Holdings, Inc.] (9761); Arctic Sentinel Direct, Inc. [f/k/a Fuhu Direct, Inc.] (2180); and Sentinel Arctic, Inc. f/k/a Nabi, Inc.] (4119) (collectively, the “Debtors”).

1 Active\116353935.v1-11/16/20 Case 15-12465-CSS Doc 1481-3 Filed 11/16/20 Page 2 of 2

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE RELIEF SOUGHT IN THE MOTION WILL BE HELD ON DECEMBER 15, 2020, AT 1:00 P.M. (PREVAILING EASTERN TIME) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI AT THE UNITED STATES BANKRUPTCY COURT, 824 NORTH MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE 19801.

Dated: November 16, 2020 FOX ROTHSCHILD LLP

/s/ Seth A. Niederman Seth A. Niederman (DE Bar No. 4588) 919 North Market Street, Suite 300 Wilmington, DE 19899 Telephone: (302) 654-7444 E-mail: [email protected]

- and - /s/ Adam Gutride Adam Gutride, California Bar No. 181446) (Admitted Pro Hac Vice) GUTRIDE SAFIER LLP 100 Pine Street, Suite 1250 San Francisco, CA 94111 Telephone: (415) 639-9090 Facsimile: (415) 449-6469 E-Mail: [email protected]

Counsel for Miller and Griffin

2 Active\116353935.v1-11/16/20 Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 1 of 24

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

ARCTIC SENTINEL, INC. [f/k/a Fuhu, Case No. 15-12465-CSS

Inc.], et al.,1 (Jointly Administered)

Debtors. Hearing Date: December 15, 2020 at 1:00 p.m. (ET)

Objection Deadline: November 30, 2020 at 4:00 p.m. (ET)

MOTION OF SCOTT MILLER AND JAMES E. GRIFFIN IV TO (1) APPROVE THE TERMS OF STIPULATION OF SETTLEMENT AND (2) APPROVE THE DISTRIBUTION OF FUNDS INCLUDING AWARD OF ATTORNEYS FEES AND COSTS

Scott Miller (“Miller”) and James E. Griffin IV (“Griffin”), whom this Court previously appointed as representatives of the Class as further defined below (“Class Representatives”) hereby move this Court to (1) approve the terms of the Stipulation attached hereto as Exhibit 1

(“Stipulation”) between the Class Representatives and Certain Underwriters at Lloyd's

(“Underwriters”) subscribing to the Privacy, Cyber and Media Insurance Policy issued to Fuhu,

Inc. bearing Policy No. ESC00062426 (the “Media Policy”) and (2) approve the distribution of the funds to be paid by Underwriters under the Stipulation, including awarding fees and costs to the law firm of Gutride Safier LLP previously appointed by this Court to represent the Class

(“Class Counsel”).

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 2 of 24

INTRODUCTION

The Stipulation arises out of the Court’s “Final Order Authorizing And Approving

Stipulation Resolving (1) Class Claim Of Scott Miller And James E. Griffin (Claim No. 177)

…,” of September 5, 2019. D.I. 1329 (“Class Settlement Order”). In the Class Settlement Order,

the Court (1) approved the assignment, to the Class, by Debtors Fuhu, Inc. and Fuhu Holdings,

Inc. (together, the “Fuhu Defendants”) of the Fuhu Defendants’ rights against the Underwriters

under the Media Policy (“Media Policy Assignment”), (2) approved notice to the Class, a copy

of which is available at D.I. 1327 at 36-43 of 60 (“Class Notice”), about how monies obtained

from the Underwriters would be distributed to the Class and to Class Counsel, id. at 41; see also

id. at 3-5 & 36-43 (explanation of notice plan), and (3) retained jurisdiction over “all matters

arising from or related to the interpretation, implementation or enforcement of the terms and

provisions of this Stipulation...” D.I. 1329 ¶ 13; 1329-1 ¶ 52.

Prior to the Court’s Class Settlement Order, Class Notice was disseminated to the Class, which informed Class members of the Media Policy Assignment and of how any funds that might be obtained from the Underwriters (“Media Policy Proceeds”) would be distributed to the

Class and Class Counsel. D.I. 1327 at 36-43. The method of distribution described in the Class

Notice is further discussed below. No person objected. D.I. 1328. The Court then issued the

Class Settlement Order. D.I. 1329.

Subsequent to the Class Settlement Order, the Class and the Underwriters attended a

mediation and agreed to the Stipulation to resolve all claims that had been assigned to the Class

regarding the Media Policy against the Underwriters. In the Stipulation, the Underwriters agreed

to make a monetary payment of $1,800,000.00 for the benefit of the Class (“Media Policy

Settlement Fund”) in exchange for a release by the Class of claims against the Underwriters and

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 3 of 24

of all of their agents, brokers, employees, officers, counsel, representatives, insurers, reinsurers,

corporate affiliates (including without limitation Lloyd’s of London, CFC Underwriting Limited

and all persons and entities listed on the declarations page of the Media Policy) (collectively, the

“Underwriter Parties”).

Class Counsel requests this Court now approve the Stipulation and further approve the

distribution of the Media Policy Settlement Fund pursuant to the terms of the Class Notice

previously approved by the Court, as follows: (i) $21,320.00 to the Claim Administrator for costs

associated with distribution of the funds to Class Members who previously submitted valid

claims (“Administration Costs”); (ii) attorneys’ fees to Plaintiffs’ Counsel in the amount of

$720,000, representing 40% of the Media Policy Settlement Fund; (iii) costs to Class Counsel in

the amount of $27,225.54, ; and (iv) pro rata payments to persons who previously filed valid

Class Settlement Claims, computed so that the amount paid for each Tablet reflected in a

Defective Tablet Claim (as defined below) shall be three times the amount paid for each Tablet

reflected in a Non-Defective Tablet Claim (as defined below).

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. § 157. In

particular, because the Stipulation resolves disputes between the Class on one hand, and the

Underwriters for the Debtors on the other hand, and because this Court has previously

(1) certified the Class, (2) approved a settlement assigning to the Class the Fuhu Defendants’

rights against the Underwriters, and (3) retained jurisdiction over the implementation of that

Assignment, this Stipulation presents, at a minimum, core matters regarding the liquidation of

Estate assets under 28 U.S.C. § 157(b)(2)(O) and non-core matters that are otherwise related to this bankruptcy case pursuant to 28 U.S.C. § 157(b)(3). The Class Representatives and the

Underwriter Parties (collectively “Stipulating Parties”) have consented in the Stipulation to the 3

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 4 of 24

Bankruptcy Court’s jurisdiction with respect to all matters arising from or related to the

interpretation, implementation, or enforcement of the terms and provisions of the Stipulation and

to adjudicate, if necessary, all disputes in connection therewith. See Exhibit 1 at ¶ 13. The

Stipulating Parties have also consented in the Stipulation to the entry of a final order on the

Stipulation by the Bankruptcy Court, if it is determined that the Bankruptcy Court, absent

consent of the parties, cannot enter a final order consistent with Article III of the U.S.

Constitution. See Del. Bankr. L. R. 9013-1(f).

2. Venue for this matter is proper in this district pursuant to 28 U.S.C. §§ 1408 and

1409.

BACKGROUND

3. On December 7, 2015, Fuhu Defendants filed voluntary petitions for relief under

chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware.

Subsequently, on December 11, 2015, Debtors Fuhu Direct, Inc., and Nabi, Inc. filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code.

4. On July 7, 2016, this Court entered an order approving a stipulation (the “July 7,

2016 Stipulation and Order”) among the Debtors, the Committee and the Class Representatives.

D.I. 667. The July 7, 2016 Stipulation and Order certified the Class for the limited purposes of

filing and liquidation of class proofs of claim in this Court and the distribution of funds, if

appropriate, to the Class members, Class Representatives and their counsel to the extent of their

respective entitlements thereto. D.I. 667-1 at ¶ 4. Miller and Griffin were jointly appointed as

representatives of the Class (the “Class”), defined as “All persons, who between July 3, 2010 and

September 30, 2015 purchased, in the United States, a Nabi 2, Nabi 2S, Nabi XD, Nabi Jr.

(including Nabi Jr. S) or Nabi DreamTab tablet (“Tablets”).” D.I. 667-1 at ¶ 4.

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 5 of 24

5. On April 18, 2019, Saccullo Business Consulting, LLC, the Liquidating Trustee

(the “Liquidating Trustee”) of the Tablet Liquidating Trust (the “Liquidating Trust”) filed a motion for entry of preliminary and final orders pursuant to Section 105 of the Bankruptcy Code and Rules 7023 and 9019 of the Federal Rules of Bankruptcy Procedure authorizing entry into and approving a stipulation (“Class Settlement”) resolving certain claims among the Liquidating

Trust, the Class Representatives, and others. D.I. 1295. Among other things, the Class

Settlement resolved claims of the Class against the Liquidating Trust, as successor to the Fuhu

Defendants, arising out of the alleged false advertising, warranty violations, and unlawful trade practices with respect to the sale and service of the Tablets. See D.I. 1295 at 21-22.

6. The Class Settlement provided, inter alia, members of the Class would have the right to make claims for cash payments out of monies distributed to the Class from the

Liquidating Trust, with the amount of such payment capped at $30 for Tablets that were defective and $10 for Tablets that were not defective. D.I. 1329-1 at ¶ 15. The Class Notice explained that such recovery was reasonable in light of the expected best-case recovery at trial, as “Plaintiffs contend that, based on their experts’ analysis of the “cost to repair” the Tablets, each purchaser may be owed up to approximately $100.” D.I. 1329-1 at 76; see also D.I. 1295-4 at 5-13 (expert opinion).

7. The Class Settlement also explained that as further consideration for the settlement, the Liquidating Trust would make the Media Policy Assignment, as follows:

6. The Liquidating Trustee shall assign to the Class all its rights, claims and causes of action against the Underwriter Parties and all other persons and entities relating to or arising out of the Media Policy, including but not limited to statutory rights, contractual rights, and rights arising in tort or otherwise, relating to the Underwriter Parties’ duty to defend and indemnify the Fuhu Defendants, the Liquidating Trust, and their officers, directors, employees, affiliates or any other persons, and to settle and pay for the claims in the Class Action and the Class Claims…. The Liquidating Trustee and the Class are

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 6 of 24

authorized to execute all necessary documents in connection with such assignment of such rights without needing to seek further approval from the Bankruptcy Court. D.I. 1329-1 at 19.

8. This Court granted the motion for preliminary approval. D.I. 1301.

9. From May 31, 2019 through August 20, 2019, the Class Notice was provided to

members of the Class via website, print publication and direct email, and which pointed to a

detailed online notice for Class members of their rights. D.I. 1327 at ¶¶ 3, 6-13.

10. The Class Notice informed Class members, inter alia, how cash payments to them

would be computed based on (a) distributions from the Liquidating Trust and (b) additional

monies that might be obtained from the Underwriters, which would depend on whether their

Tablets were or were not defective:

If you timely file a valid claim that complies with the instructions on the claim form and in this notice, you will receive a cash payment. A claim can be filed for every Tablet purchased, even if the Tablet did not suffer from the defect. Each valid claim shall receive the same payment amount, except that the payment amount will be three times (3x) higher for claims where the Tablet suffered from a defect. The amount of the payment to each claimant will depend on (1) whether the tablet suffered from the defect, (2) how many other valid claims are filed; (3) how much money is actually received by the Class from the Trust and from Lloyd’s; and (4) how much of that money remains after payments are made to administer the settlement (including providing this notice) and to Plaintiffs and their lawyers (as approved by the Court). The maximum amount that will be paid on each claim out of the money received from the Trust is $30 per defective Tablet purchased, and $10 per each other Tablet purchased. The actual amount paid on each claim could be much lower than $30 per defective Tablet or $10 per other Tablet purchased. It also could possibly be higher than $30 per defective Tablet, or $10 per other Tablet purchased, if there are a small number of claims and/or a large recovery from Lloyd’s. D.I. 1327 at 41.

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 7 of 24

11. The Class Notice also gave Class members additional information about how the

Liquidating Trustee’s rights under the Media Policy would be assigned to the Class, and about how monies received from the Underwriters would be distributed:

The liquidating trustee also has agreed to assign to the Class the Trust’s rights under a $1 million insurance policy issued by Lloyd’s of London. Lloyd’s refused to provide coverage to Fuhu for the Class claims, as it contended that that the policy does not apply. Plaintiffs’ Counsel and the liquidating trustee disagree with Lloyd’s position. Plaintiffs’ Counsel will be authorized to negotiate with Lloyd’s or file a lawsuit against Lloyd’s. Plaintiffs’ Counsel could try to obtain (1) reimbursement for the legal fees incurred by Fuhu in defending against the Class claim; (2) the $1 million policy limits; and (3) reimbursement for additional damages sustained by Fuhu because of Lloyd’s refusal to provide coverage when the Class lawsuit was filed. With respect to the additional damages, for example, Plaintiffs’ Counsel could try to argue that Lloyd’s should have to pay the Class $154 million, which was the amount of the Class claim allowed in the bankruptcy. There is no guarantee that any money will be obtained from Lloyd’s. If money is recovered from Lloyd’s, it will be added to the funds received by the Class from the Trust. The money received by the Class from Lloyd’s will be used to pay: (1) any additional costs of administering the settlement that are not covered by funds received from the Trust, (2) any additional attorneys’ fees, costs or incentives awarded by the Court, and (3) valid claims by Class members under this settlement. Id. at 40.

12. The Class Notice further informed Class members, inter alia, of the portion of monies that might be obtained from the Underwriters that would be distributed to Class Counsel:

If additional funds are received by the Class, for example, from a recovery from Lloyd’s, Plaintiffs’ lawyers may seek an additional award of their actual costs, plus attorneys’ fees not greater than 40% of the amount recovered. You will not be provided separate notice of any such application, although a copy of the application will be posted on the Settlement Website. Id. at 41.

13. At all times, all Class Representatives and all additional Plaintiffs have been represented by Class Counsel, Gutride Safier LLP.

14. No person objected to the Class Settlement Stipulation. D.I. 1328.

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 8 of 24

15. During the claims period, (i) 13,571 valid claim forms were submitted for

defective Tablets, representing claims for a total of 19,716 Tablets and (“Defective Tablet

Claims”) (ii) 285 valid claim forms were submitted for non-defective Tablets, representing claims for 339 Tablets (“Non-Defective Tablet Claims”, and together with the Defective Tablet

Claims, the “Class Settlement Claims”). Declaration of Jay Geraci, filed herewith (“Geraci

Decl.”), at ¶ 2. Each Defective Tablet Claim was paid $30 per Tablet, and each Non-Defective

Tablet Claim was paid $10 per Tablet, out of funds distributed by the Liquidating Trust to the

Class Representatives pursuant to the Class Settlement Order. Id.

16. On September 5, 2019, the Court issued the Class Settlement Order granting final approval to the Class Settlement. D.I. 1329. As part of that Order, the Court awarded

$1,500,000.00 in attorneys’ fees and $232,281.85 in costs to Class Counsel, out of the funds to be paid to the Class from the Liquidating Trust.

17. On November 27, 2019, the Liquidating Trustee executed an acknowledgment of the assignment as required by the Class Settlement Order, a true and correct copy of which is attached hereto as Exhibit B to Exhibit 1.

18. In September 2020, the Class Representatives and the Underwriter Parties conducted a mediation, before former United States District Judge Gerard Rosen at JAMS

(“Judge Rosen”). As a result of the mediation, the Stipulating Parties reached a resolution of all claims by the Class regarding the Media Policy against the Underwriter Parties, as reflected in the Stipulation.

19. Under the Stipulation, the Underwriter Parties will pay $1,800,000.00 for benefit of the Class. As reflected in the previously approved Class Notice (D.I. 1327 at 40), if approved by this Court, the Media Policy Settlement Fund will be distributed as follows:

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 9 of 24

1 To Claim Administrator: “Additional costs of administering $21,320.00 the settlement that are not covered by funds received from the Trust” D.I. 1327 at 40, 2 To Class Counsel: “any additional attorneys’ fees, costs or $747,725.54 incentives awarded by the Court”, id. 3 To Class Members: “valid claims by Class members under $1,030,954.46 this settlement”, id. $1,800,000.00 TOTAL

20. Based on the number of Tablets for which valid claims were filed, the estimated

total distribution for each group will be as follows:

Number Prior Additional Total of distribution Distribution Distribution per Tablets from Trust from Media Tablet Proceeds Policy (Estimated) per Tablet Settlement Fund per Tablet (Estimated) Non-Defective Tablet Claims 339 $10.00 $17.33 $27.33 Defective Tablet Claims 19,716 $30.00 $51.99 $81.99

Geraci Decl. ¶ 6 & Ex. A. Thus, the total recovery to each class member is a substantial portion

of the “best case” recovery asserted by Plaintiffs and their experts, of approximately $100 per

Defective Tablet. D.I. 1329-1 at 76; see also D.I. 1295-4 at 5-13 (expert opinion).

RELIEF REQUESTED

21. By this Motion, the Stipulating Parties move this Court to approve the settlement among the Stipulating Parties, including the release of claims by the Class against the

Underwriter Parties, the award of attorneys’ fees and costs to Class Counsel and distribution of the Media Policy Settlement Fund to Class members.

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 10 of 24

LEGAL BASIS FOR RELIEF REQUESTED

22. This Bankruptcy Court has authority to approve the Stipulation pursuant to

Bankruptcy Rule 9019. Key3Media Group, Inc. v. Puliver.com Inc. (In re Key3Media Group,

Inc.), 336 B.R. 87, 92 (Bankr. D. Del. 2005). Compromises, such as that set forth in the

Stipulation, “are favored in bankruptcy” because they “minimize litigation and expedite the administration of a bankruptcy case.” Myers v. Martin (In re Martin), 91 F.3d 389, 393 (3d Cir.

1996).

23. The Court also has authority to approve the Stipulation pursuant to Bankruptcy

Rule 7023 and Federal Rule of Civil Procedure 23(e)(2). In the July 7, 2016 Stipulation and

Order, the Court concluded that “it is appropriate for the Bankruptcy Court to apply Bankruptcy

Rule 7023,” and certified the Class pursuant to Rule 23. In the Class Settlement Order, the Court then approved assignment to the Class of the Debtors’ rights under the Media Policy and retained jurisdiction to hear all matters arising from or related to the interpretation, implementation or enforcement of the stipulation and order. D.I. 1329 at ¶ 13.

24. Under Federal Rule of Civil Procedure 23(e)(2), a court may approve a class action settlement that would bind class members “only after a hearing and on finding that it is fair, reasonable, and adequate.” Fed. R. Civ. P. 23(e)(2). In evaluating the fairness of a settlement, a court does not have to be convinced that the settlement is the best possible compromise, but only that the settlement “falls within the reasonable range of litigation possibilities.” In re Washington Mutual, Inc., 442 B.R. 314, 328 (Bankr. D. Del. 2011); In re

Coram Healthcare Corp., 315 B.R. 321, 330 (Bankr. D. Del. 2004); see also In re Worldcom,

Inc., 347 B.R. 123, 137 (Bankr. S.D.N.Y. 2006) (finding the bankruptcy court “need only

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 11 of 24

‘canvass the issues’ to determine if the ‘settlement falls below the lowest point in the range of

reasonableness’“) (quoting In re Teltronics Serv., Inc., 762 F.2d 185, 189 (2d Cir. 1985)).

II. THE STIPULATION FALLS WELL WITHIN THE RANGE OF REASONABLENESS AND MEETS ALL OTHER REQUIREMENTS FOR APPROVAL

25. This Court already approved the assignment of the Media Policy to the Class and

also approved and the Class Notice that explained how proceeds from the Media Policy would be

distributed. ECR 1301, 1329. No parties or class members objected to the settlement. D.I. 1300,

1328.

26. Rule 23(e) requires the district court to consider whether:

(A) the class representatives and class counsel have adequately represented the class;

(B) the proposal was negotiated at arm’s length;

(i) the costs, risks, and delay of trial and appeal;

(ii) the effectiveness of any proposed method of distributing relief to the class, including the method of processing class-member claims;

(iii) the terms of any proposed award of attorney’s fees, including timing of payment; and

(iv) any agreement required to be identified under Rule 23(e)(3); and

(D) the proposal treats class members equitably relative to each other.

Fed. R. Civ. P. 23(e)(2).

27. Subparagraphs (a) and (b) of Rule 23 address the “procedural fairness” of the settlement, while subparagraphs (c) and (d) address “substantive fairness.” See Rule 23 (e)(2)

Advisory Committee Notes to 2018 Amendments. Somogyi v. Freedom Mortg. Corp., No. 17-

6546 (RMB/JS), 2020 U.S. Dist. LEXIS 194035, *12 (D.N.J., Oct. 20, 2020).

28. In this Circuit, courts apply an initial presumption of fairness where “(1) the settlement negotiations occurred at arm's length; (2) there was sufficient discovery; (3) the

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 12 of 24

proponents of the settlement are experienced in similar litigation; and (4) only a small fraction of

the class objected,” In re Warfarin Sodium Antitrust Litig., 391 F.3d 516, 535 (3d Cir. 2004)

(quoting In re Cendant Corp. Litig., 264 F.3d 201, 232 n.18 (3d Cir. 2001)).

29. Additional factors are considered to finally evaluate whether a settlement is fair and reasonable under Rule 23, under Girsh: “(1) the complexity, expense, and likely duration of

the litigation; (2) the reaction of the class to the settlement; (3) the stage of the proceedings and

the amount of discovery completed; (4) the risks of establishing liability; (5) the risks of

establishing damages; (6) the risks of maintaining the class action through trial; (7) the ability of

the defendants to withstand a greater settlement; (8) the range of reasonableness of the settlement

fund in light of the best possible recovery; and (9) the range of reasonableness of the settlement

fund to a possible recovery in light of all the attendant risks of litigation.” Girsh v. Jepson, 521

F.2d 153, 157 (3d Cir.1975).

30. “In most situations, unless the settlement is clearly inadequate, its acceptance and

approval are preferable to lengthy and expensive litigation with uncertain results.” 4 A Conte &

H. Newberg, Newberg on Class Actions, § 11:50 at 155 (4th ed. 2002).

A. The Settlement Merits Approval

31. This settlement meets all factors to apply the presumption of fairness and also

satisfies the Girsh factors for final approval.

32. First, the settlement was the product of arm’s length negotiations, as evidenced by

the fact that the parties negotiated the proposed settlement in good faith with the assistance of an

independent, experienced mediator, the Honorable Gerard Rosen (Ret.) of JAMS. Exhibit 1 at ¶

I; see Becker v. Bank of N.Y. Mellon Trust Co., N.A., 2018 U.S. Dist. LEXIS 214823, at *12

(E.D. Penn. Dec. 21, 2018) (finding settlement was product of arm’s length negotiations by

virtue of settlement conferences with judge). 12

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 13 of 24

33. Second, discovery was more than sufficient to enable the parties to evaluate the

strengths and weaknesses of their positions. As explained more fully in the Declaration of Adam

Gutride filed herewith (“Gutride Decl.”), the Stipulating Parties engaged in extensive factual investigation regarding any and all claims that might have or could have been prosecuted by the

Class against the Underwriters with respect to the Media Policy, pursuant to the assignment of rights obtained from the Fuhu Defendants. Gutride Decl. at ¶ 8. This investigation included

interviews of the litigation counsel for the Fuhu Defendants who originally tendered to the

Underwriters the claims by the Class against the Fuhu Defendants, exchange of detailed legal

and factual memoranda between Class Counsel and counsel for the Underwriters, and multiple

sessions with Judge Rosen. Id. at ¶ 9.

34. Third, counsel for the Stipulating Parties are experienced in class action

litigation. Class Counsel weighed the risks inherent in establishing all the elements of their

claims in a trial, as well as the expense of trial and likely duration of post-trial motions and

appeals. Class Representatives agreed to settle this litigation on these terms based on their

careful investigation and evaluation of the facts and law relating to Class allegations and

consideration of the facts and views expressed by the mediator during the settlement

negotiations.

35. Fourth, there were no objections by Class members when the Class Notice

previously informed them (1) of the possible claims against the Underwriters, (2) of the $1

million policy limits under the Media Policy, (3) that “[t]here is no guarantee that any money

will be obtained from Lloyd’s,” (4) that “if money is recovered from Lloyd’s, it will be added to

the funds received by the Class from the Trust,” and (5) of how any such recoveries would be

distributed among Class members and Class Counsel. D.I. 1327 at 36-43.

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 14 of 24

36. Fifth, the complexity, expense, and likely duration of the litigation strongly weighs in favor of settlement. This factor “captures the probable costs, in both time and money, of continued litigation.” Warfarin, 391 F.3d at 535-36 (citation omitted). The Underwriters asserted numerous defenses to liability for the claims under the Media Policy, including that the terms of the Media Policy did not provide coverage for the claims asserted by the Class against the Fuhu Defendants, that the claims were not properly tendered, and that there was no basis to reach or exceed the $1 million limit of liability under the Media Policy. Resolution of these issues would be expensive and complex.

37. Sixth, the settlement is justified after “survey[ing] the potential risks and rewards of proceeding to litigation in order to weigh the likelihood of success against the benefits of an immediate settlement.” Warfarin, 391 F.3d at 537. The settlement is reasonable in light of likely and best-case recovery, particularly given all the attendant risks of litigation. The $1.8 million recovery exceeds the aggregate limit of the Media Policy. Also, the total distribution for each valid claim, as a combined recovery from the Trust and the Underwriters, is approximately

$27.33 per non-Defective Tablet and $81.99 per Defective Tablet, which is a very substantial percentage of the “best case” recovery that Plaintiffs thought they might establish at trial of $100 per Defective Tablet. Geraci Decl., ¶ 7, Ex. A; D.I. 1329-1 at 76.

38. Because the factors weigh in favor of approval, the settlement is fair and reasonable under Rule 23.

B. Terms of Attorneys’ Fees

39. Class Counsel seeks an award of $720,000.00 in attorneys’ fees and $27,725.54 in costs.

40. On September 5, 2019, this Court approved the award of $1,500,000.00 in fees, plus $232,281.85 in expenses for a total of $1,732,281.35. D.I. 1331. The $1.5 million awarded

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 15 of 24

fees was only a fraction (35%) of the more than $4,289,000.00 lodestar that Class Counsel had expended at that time.

41. Subsequently, Class Counsel have incurred an additional $27,725.54 in costs and $520,712.50 in lodestar prosecuting the claims against the Underwriter Parties. Gutride Decl. ¶¶ 11, 12, 14.

42. The Class Notice informed Class members that if additional funds were recovered from the Underwriters, the funds would be used to pay: (1) any additional costs of administering the settlement that are not covered by funds received from the Trust, (2) any additional attorneys’ fees, costs or incentives awarded by the Court, and (3) valid claims by Class members under this settlement. D.I. 1327 at 40. The Class Notice also informed Class members that “Plaintiffs’ lawyers may seek an additional award of their actual costs, plus attorneys’ fees not greater than 40% of the amount recovered. You will not be provided separate notice of any such application, although a copy of the application will be posted on the Settlement Website.” Id. at 41. As noted above, no person objected to the Class Settlement Stipulation. D.I. 1328 .

1. Legal Standard for Awarding Attorneys’ Fees 43. Federal Rule of Civil Procedure Rule 23(h) provides that “[i]n a certified class action, the court may award reasonable attorney’s fees and nontaxable costs that are authorized by law or by the parties’ agreement.” Fed. R. Civ. Proc. Rule 23(h). The Stipulation provides that Class Counsel may apply to the Court for payment of attorneys’ fees.

44. “In assessing attorneys’ fees, courts typically apply either the percentage-of- recovery method or the lodestar method.” In re Rite Aid Corp. Sec. Litig., 396 F.3d 294, 300 (3d Cir. 2005). The “percentage-of-recovery method is generally favored in common fund cases.”

45. “A district court should consider seven factors when analyzing a fee award in a common fund case: (1) the size of the fund created and the number of persons benefitted; (2) the presence or absence of substantial objections by members of the class to the settlement terms and/or fees requested by counsel; (3) the skill and efficiency of the attorneys involved; (4) the complexity and duration of the litigation; (5) the risk of nonpayment; (6) the amount of time

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 16 of 24

devoted to the case by plaintiffs' counsel; and (7) the awards in similar cases.” Id. at 301.

46. When evaluating whether the percentage of recovery is reasonable, the Court first compares the actual award requested to other awards in comparable settlements; and then ensures that the award is consistent with what an attorney would have received if the fee were negotiated on the open market. In re Remeron Direct Purchaser Antitrust Litig., No. 03-0085, 2005 U.S. Dist. LEXIS 27013, *42-46 (D.N.J. Nov. 9, 2005); In re Ins. Brokerage Antitrust Litig., 297 F.R.D. 136, 155, 2013 U.S. Dist. LEXIS 108042, *108, 86 Fed. R. Serv. 3d (Callaghan) 654, 2013-2 Trade Cas. (CCH) P78,470, 2013 WL 3956378.

47. In the Third Circuit, “[t]here is no consensus on what percentage of a common fund is reasonable, although several courts in this circuit have observed that percentage of recovery fee awards generally range from 19% to 45%, with 25% being typical.” Haught v. Summit Res., LLC, No. 1:15-cv-0069, 2016 U.S. Dist. LEXIS 45054, at *29 (M.D. Pa. Apr. 4, 2016). The Third Circuit does recognize, however, that a reasonable percentage bears an “inverse relationship” to the size of the fund, meaning that “percentage awards generally decrease as the amount of recovery increases,” and vice versa. Id. (quoting In re Prudential, 148 F.3d 283, 339 (3d Cir. 1998). In large class action settlements involving more than $10 million dollars, attorneys’ fees are often limited to 25% of the settlement value “in order to prevent a windfall to counsel.” Erie Cnty. Retirees Ass'n v. Cnty. of Erie, 192 F.Supp.2d 369, 381 (W.D.Pa. 2002). However, “[f]ee awards ranging from thirty to forty-three percent have been awarded in cases with funds ranging from $400,000 to $6.5 million, funds which are comparatively smaller than many.” Haught v. Summit Res., LLC, No. 1:15-cv-0069, 2016 U.S. Dist. LEXIS 45054, at *30 (M.D. Pa. Apr. 4, 2016) see also Gilbert v. Prudential-Bache Secur., Inc., Civil Action No. 83- 1513, 1987 U.S. Dist. LEXIS 1225, at *6-7 (E.D. Pa. Feb. 18, 1987) (approving fee equal to “35% of the total recovery” where it amounted to only half of counsel’s lodestar and where “counsel are not subject to criticism for having obtained only a [small] recovery”); In re Greenwich Pharmaceutical Sec. Litig., 1995 U.S. Dist. LEXIS 5717, *19 (E.D. Pa. April 25, 1995) (“cases with smaller settlement funds often include attorneys’ fee awards that exceed the

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 17 of 24

median of 25 percent”). Similarly, under California law, many cases have found that between 30% and 50% of the common fund is an appropriate range when the settlement fund is less than ten million, see Van Vranken v. Atl. Richfield Co., 901 F. Supp. 294, 297-98 (N.D. Cal. 1995) (collecting cases). 48. When awarding fees as a percentage of the common fund a court is permitted, but

not required, to “cross-check” the amount of the award against the lodestar. In re Rite Aid Corp.

Sec. Litig., 396 F.3d 294, 305-07 (3d Cir. 2005). “The lodestar award is calculated by

multiplying the number of hours reasonably worked on a client’s case by a reasonable hourly

billing rate for such services based on the given geographical area, the nature of the services

provided, and the experience of the attorneys.” Id. at 305. “Generally, a reasonable hourly rate is to be calculated according to the prevailing market rates in the relevant community.” Rode v.

Dellarciprete, 892 F.2d 1177, 1183 (3d Cir. 1990). “When a court applies the lodestar method to award fees in a class action case that involves a fee-shifting statute, there is a strong presumption that the lodestar represents the ‘reasonable’ fee, for class counsel’s work.” Dungee v. Davison

Design & Dev., Inc., 674 F. App'x 153, 156 (3d Cir. 2017).

2. Class Counsel’s Requested Fee is Reasonable

49. Here, the requested 40% fee is reasonable and should be awarded. The Class has received notice of the 40% fee award and did not object (D.I. 1328), and the settlement fund is

less than $2 million, which is “comparatively smaller than many.” Haught v. Summit Res.,

LLC, No. 1:15-cv-0069, 2016 U.S. Dist. LEXIS 45054, at *30 (M.D. Pa. April 4, 2016); see

also Howes v. Atkins, 668 F. Supp. 1021 (E.D. Ky. 1987) (court awarded 40 percent of $ 1

million recovery). The Class Members have already received distributions, will receive

additional distributions, and because of the small fund, there is not a danger of providing Class

Counsel with a windfall that would accompany a “megafund.” See In re Greenwich

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 18 of 24

Pharmaceutical Sec. Litig., 1995 U.S. Dist. LEXIS 5717, *19. The 40% fee amount is also

within the range of privately negotiated contingent fees. “Attorneys regularly contract for contingent fees between 30% and 40% with their clients in non-class, commercial litigation.” In re Remeron Direct Purchaser Antitrust Litig., 2005 U.S. Dist. LEXIS 27013 at *46. See, e.g., In re Ikon Office Solutions, Inc.,194 F.R.D. 166, 194 (E.D. Pa. 2000); In re Orthopedic Bone

Screws Prods. Liab. Litig., No. 97-381, 2000 U.S. Dist. LEXIS 15980 at *7 (E.D. Pa. Oct. 23,

2000); Durant v. Traditional Invest., Ltd., No. 88-9048, 1992 U.S. Dist. LEXIS 12273 at *7 n.7

(S.D.N.Y. Aug. 12, 1992). Thus, the award is consistent with negotiated fee arrangements in comparable litigation. Continental Illinois Sec. Litig., 962 F.2d at 573 (stating that the judge must try to simulate the market “by obtaining evidence about the terms of retention in similar suits, suits that differ only because, since they are not class actions, the market fixes the terms”).

50. The fee award is also justified by a cross-check to Class Counsel’s lodestar.

Through the date of this application, that lodestar is at least $520,712.50. See Declaration of

Adam Gutride, filed herewith (“Gutride Decl.”) at ¶¶ 11, 12. To date, Class Counsel have received only $1,500,000.00 in fees, which was awarded under the Class Settlement Order. Id.

Thus, even if the full requested additional $720,000.00 is awarded, the total fee paid to Class

Counsel ($2,200,000.00) will be only 46% of Class Counsel’s total lodestar.

51. As previously recognized by this Court, Class Counsel charges reasonable rates

that are commensurate with market rates charged by others with similar skills and experience.

D.I. 1331 at 1-2. The Court already approved Class Counsel’s lodestar through July 30, 2019 of

$4,289,000.00. See D.I. 1331 at ¶¶ 2-3; 1323 at ¶ 15. The lodestar for the additional work done since the prior fee application is calculated using the firm’s standard 2020 rates, which for the attorneys involved range from $625 to $1050 per hour. Gutride Decl. at ¶¶ 11-12. Use of the

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 19 of 24

standard 2020 rate is appropriate because the work was performed in 2019 and 2020 and because

of the deferred and highly contingent nature of counsel’s compensation. See LeBlanc Sternberg

v. Fletcher, 143 F.3d 748, 764 (2nd Cir. 1998) (“[C]urrent rates, rather than historical rates,

should be applied in order to compensate for the delay in payment….”) (citing Missouri v.

Jenkins, 491 U.S. 274, 283-84 (1989)); In re Washington Pub. Power Supply Sys. Sec. Litig., 19

F.3d 1291, 1305 (9th Cir. 1994) (“The district court has discretion to compensate delay in

payment in one of two ways: (1) by applying the attorneys’ current rates to all hours billed

during the course of litigation; or (2) by using the attorneys’ historical rates and adding a prime

rate enhancement.”).

52. Far from any “upward” or “positive” multiplier, Class Counsel’s requested fee

results in a fractional (a.k.a. “negative” or “downward”) multiplier of 0.46. “This negative

multiplier confirms the reasonableness of the requested fee award.” In re N.J. Tax Sales

Certificates Antitrust Litig., Civil Action No. 12-1893 (MAS) (TJB), 2016 U.S. Dist. LEXIS

137153, at *44 (D.N.J. Sep. 30, 2016); see also In re Ins. Brokerage Antitrust Litig., 579 F.3d

241, 284 (3d Cir. 2009) (“The lodestar multiplier that the District Court calculated was less than

one and thus reveals that Class Counsel's fee request constitutes only a fraction of the work that

they billed in conjunction with the Zurich Settlement Agreement. Even assuming there was some

inflation of the hours billed in relation to the Zurich Settlement or some duplicative work

involved in the total hours count, a significant adjustment would have to be made to the hours

calculation before the lodestar multiplier (here, a fraction) would even begin to approach one.”).

And, even where the requested fee is a large percentage of the recovery, where “the multiplier is less than 1 (a ‘negative lodestar’) . . . we are satisfied that a lodestar cross-check confirms that the requested fee percent is fair and reasonable.” In re Auto. Refinishing Paint Antitrust Litig.,

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 20 of 24

2008 U.S. Dist. LEXIS 569, at *18-19 (E.D. Pa. Jan. 3, 2008); see also Castro v. Sanofi Pasteur

Inc., No. 11-7178 (JMV)(MAH), 2017 U.S. Dist. LEXIS 174708, at *27 (D.N.J. Oct. 20, 2017)

(“Because the lodestar cross-check results in a negative multiplier, it provides strong evidence

that the requested fee is reasonable.”); In re Fasteners Antitrust Litig., No. 08-md-1912, 2014

U.S. Dist. LEXIS 9990, at *21 (E.D. Pa. Jan. 27, 2014) (same). California courts are in accord.

E.g., Schuchar dt v. Law Office of Rory W. Clark, 314 F.R.D. 673, 690-91 (N.D. Cal. 2016)

(holding negative lodestar multiplier to be indication of reasonableness of fee request).

53. It is particularly appropriate to compensate GSLLP in the amount requested

because it continued to vigorously litigate on behalf of the Class even after the bankruptcy

petition, when most similarly situated lawyers would have given up, and it eventually obtained

an excellent recovery for Class members. See Gutride Decl. ¶ 4.

3. Class Counsel Should Be Awarded Costs

54. “Counsel for a class action is entitled to reimbursement of expenses that were

adequately documented and reasonably and appropriately incurred in the prosecution of the class

action.” Hegab v. Family Dollar Stores, Inc., 2015 U.S. Dist. LEXIS 28570, *39, 2015 WL

1021130 (D.N.J. March 9, 2015) (citing Abrams v. Lightolier Inc., 50 F.3d 1204, 1224-25 (3d

Cir. 1995)).

55. Class Counsel requests that, in addition to reasonable attorneys’ fees, the Court

grant its application for reimbursement of $27,725.54 in additional costs and expenses it has

incurred in connection with the prosecution of the claims agains the Underwriter Parties. The

expenses incurred are itemized in the Gutride Declaration. Gutride Decl. at ¶ 12. These expenses

are in addition to the $232,281.85 in expenses previously awarded by the Court in connection

with the Class Settlement

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 21 of 24

56. The itemized costs include: fees to Judge Rosen for acting as mediator with

Underwriters; costs paid to local counsel; and online research and printing expenses. Id. These

types of expenses are reasonable litigation expenses incurred for the benefit of the class. See

Harris v. Marhoefer, 24 F.3d 16, 19 (9th Cir. 1994) (noting that a prevailing plaintiff may be

entitled to costs including, among other things, “postage, investigator, copying costs, hotel bills,

meals,” and messenger services). Moreover, these costs are reasonably proportionate to the

amount of attorneys’ fees when compared to similar settlements. See, e.g., Thomas v. Magnachip

Semiconductor Corp., No. 14-cv-01160-JST, 2018 U.S. Dist. LEXIS 82801, at *14 ((N.D. Cal.

May 15, 2018) (awarding in fees $1.55 million and $795,401.42 in expenses); Ruiz v. XPO Last

Mile, Inc., No. 3:05-CV-02125 JLS (KSC)) 2017 U.S. Dist. LEXIS 209361, at *30 (S.D. Cal.

Dec. 20, 2017) (awarding $246,889.98 in costs).

C. Approval of Administration Fees and Cy Pres Recipient

57. The Court previously approved the appointment of KCC as the administrator to provide the Class Notice and issue monetary distributions to Class Members (“Claim

Administrator”). D.I. 1301 at ¶ 6. KCC will continue to act in that role to distribute to Class

Member the proceeds from the Media Policy Settlement Fund. Geraci Decl. ¶ 1. KCC has computed that its costs of making the second distribution will be $21,320.00. Id. at 5.

58. Checks issued to Class members are valid for 180 days. Checks previously

mailed to distribute monies received from the Tablet Liquidating Trust will be valid until March

2021. Geraci Decl. ¶ 4. Checks to distribute the Media Policy Settlement Fund will likely be

mailed in January 2021 and valid until July 2021. Id. All checks that are returned undeliverable

will be remailed if an updated address can reasonably be found by the Claim Administrator.

Nevertheless, it is reasonable to anticipate that some number of checks will not be delivered, or

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 22 of 24

that some checks, although delivered, will not be negotiated by the recipient with in the 180-day period.

59. When monies paid to Class members out of a class settlement fund remain unclaimed, it is typical practice for such funds to be paid cy pres to an appropriate charitable organization. A cy pres remedy is appropriate to put unclaimed funds to “[their] next best compensation use, e.g., for the aggregate, indirect, prospective benefit of the class.” Nachshin v.

AOL, LLC, 663 F.3d 1034, 1038 (9th Cir. 2011) (citing Masters v. Wilhelmina Model Agency,

Inc., 473 F.3d 423, 436 (2d Cir.2007)).

60. “[D]irect distributions to the class are preferred over cy pres distributions.” In re

Baby Prods., 708 F.3d at 173. However, “a district court does not abuse its discretion by approving a class action settlement agreement that includes a cy pres component directing the distribution of excess settlement funds to a third party to be used for a purpose related to the class injury” and “[i]nclusion of a cy pres provision by itself does not render a settlement unfair, unreasonable, or inadequate.” Id. at 172-73.

61. In determining whether a settlement containing a cy pres provision is fair, reasonable, and adequate, the Third Circuit has held that “a district court may consider, among other things, the number of individual awards compared to both the number of claims and the estimated number of class members, the size of the individual awards compared to claimants’ estimated damages, and the claims process used to determine individual awards.” Id. at 174.

62. Here, the Media Policy Settlement Fund will be distributed to the over 13,000

Class Members who filed claims for nearly 20,000 defective tablets and 339 non-defective tablets. See Geraci Decl. at ¶ 6. The only monies that will not be distributed will be as a result

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 23 of 24

of checks returned as undeliverable, or those checks that are not processed within 180 days.I

Thus, the award to a cy pres recipient will not hinder the benefit to the class, and will likely

represent a small percentage of total settlement funds. See In re Baby Prods., 708 F.3d at 174.

63. Class Representatives propose Public Citizen as cy pres recipient for unclaimed funds. Public Citizen is a nonprofit consumer advocacy organization that champions the public interest. The organization is committed to protecting consumers both through advocating for strong policies (see Public Citizen Guide to Fighting Price Gouging During the Covid-19

Pandemic Emergency, https://www.citizen.org/article/public-citizen-guide-to-fighting-price- gouging/ (last accessed 11/13/20)) and through assisting in important litigation that strengthens consumers abilities to hold companies liable for violating their rights (see, e.g., Respondent’s

Brief in Opposition, Kimberly-Clark Corp., et al., v. Davidson, U.S. S.Ct. No. 18-304,

(addressing standing of consumers to see injunctive relief against false advertising);

Respondent’s Brief in Opposition, AT&T Mobility LLC, et al., v. McArdle, U.S. S.Ct. No. 19-

1078 (addressing enforceability of arbitration provisions that bar public injunctions).2 Thus,

there is a substantial nexus between the use of residual funds and the goals of the lawsuit to

protect consumers’ rights in the face of fraud and misrepresentation.

WHEREFORE, the Class Representatives respectfully request that the Bankruptcy

Court enter an order substantially in the form annexed hereto as Exhibit 2 granting the Motion and approving the Stipulation and the distribution of the Media Policy Settlement Fund as requested herein.

I In addition, there is an anticipated $44.75 residual that will remain after apportioning the Media Policy Settlement Fund, because distributions are rounded to the nearest penny. 2 These briefs may be accessed, respectively, at https://mkus3lurbh3lbztg254fzode-wpengine.netdna- ssl.com/wpcontent/uploads/brief_in_opposition_to_petition_for_cert.pdf and https://mkus3lurbh3lbztg254fzode- wpengine.netdna-ssl.com/wp-content/uploads/McArdle-Brief-in-Opposition.pdf. 23

Case 15-12465-CSS Doc 1481 Filed 11/16/20 Page 24 of 24

Dated: November 16, 2020

FOX ROTHSCHILD LLP

/s/ Seth A. Niederman Seth A. Niederman (DE Bar No. 4588) 919 North Market Street, Suite 300 Wilmington, DE 19899 Telephone: (302) 654-7444 E-mail: [email protected]

Counsel for Scott Miller and James E. Griffin IV, Class Representatives

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 1 of 117

EXHIBIT 1 Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 2 of 117

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11 In re: Case No. 15-12465-CSS ARCTIC SENTINEL, INC. [f/k/a 1 Fuhu, Inc.], et al., (Jointly Administered) Debtors.

STIPULATION OF SETTLEMENT BETWEEN SCOTT MILLER AND JAMES E. GRIFFIN AND CERTAIN UNDERWRITERS AT LLOYD'S

Scott Miller (“Miller”) and James E. Griffin IV (“Griffin”), collectively, the class

representatives (the “Class Representatives”), and Certain Underwriters at Lloyd's

(“Underwriters”) subscribing to the Cyber, Privacy, and Media Insurance Policy bearing Policy

No. ESC00062426 (the “Media Policy”) issued to Fuhu, Inc. and Fuhu Holdings, Inc. (together,

the “Fuhu Defendants”) for the period November 9, 2013 to November 9, 2014, hereby enter

into this stipulation (the “Stipulation”) and agree as follows:

RECITALS

I. BACKGROUND

A. This Stipulation arises out of the Court’s Final Order Authorizing And

Approving Stipulation Resolving (1) Class Claim Of Scott Miller And James E. Griffin (Claim

No. 177) …, of September 4, 2019 [Bankruptcy Court Docket No. 1329], a true and correct copy

of which is attached hereto as Exhibit A [“Class Settlement Order”]. All capitalized terms shall,

if not defined in this Stipulation, have the meanings assigned in the Class Settlement Order and

1 The Debtors, together with the last four digits of each Debtor’s tax identification number, are: Arctic Sentinel, Inc. [f/k/a Fuhu, Inc.] (7896); Arctic Sentinel Holdings, Inc. [f/k/a Fuhu Holdings, Inc.] (9761); Arctic Sentinel Direct, Inc. [f/k/a Fuhu Direct, Inc.] (2180); and Sentinel Arctic, Inc. f/k/a Nabi, Inc.] (4119).

176220675 v4 Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 3 of 117

in Exhibit 1 to the Class Settlement Order, entitled Stipulation Resolving (1) Class Claim Of

Scott Miller And James E. Griffin (Claim No. 177) …, [Dkt. 1329-1] (“Class Settlement

Stipulation”). For avoidance of doubt, Underwriters and all of their agents, brokers, employees,

officers, counsel, representatives, insurers, reinsurers, corporate affiliates (including without

limitation Lloyd’s of London, CFC Underwriting Limited and all persons and entities listed on

the declarations page of the Media Policy) shall be referred to collectively herein as the

“Underwriter Parties.” The Underwriter Parties and the Class Representatives shall be referred

to collectively as the “Stipulating Parties” or separately as a “Stipulating Party.”

B. In the Class Settlement Order, the Court approved the Class Settlement

Stipulation among, inter alia, the Class Representatives and Saccullo Business Consulting, LLC,

the Liquidating Trustee (the “Liquidating Trustee”) of the Tablet Liquidating Trust (the

“Liquidating Trust”). The Class Settlement Stipulation provided, inter alia, that purchasers of

certain Nabi® brand tablets (“Tablets”) who were members of the Class would have the right to

make claims for cash payments out of monies distributed to the Class from the Liquidating Trust,

with the amount of such payment dependent in part on whether the Tablet had suffered from a

defect.2 The Class Settlement Stipulation further provided, inter alia, for an assignment of all

rights, claims, and/or causes of action relating to, arising out of, and/or regarding the Media

Policy (“Media Policy Assignment”) as follows:

2 The Court had certified the Class and appointed the Class Representatives by way of a Stipulation and Order dated July 7, 2016 [Dkt. No.. 667)].. 2.

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 4 of 117

Defendants, the Liquidating Trust, and their officers, directors, employees, affiliates or any other persons, and to settle and pay for the claims in the Class Action and the Class Claims…. The Liquidating Trustee and the Class are authorized to execute all necessary documents in connection with such assignment of such rights without needing to seek further approval from the Bankruptcy Court. Ex. A [Dkt. 1329-1] at p. 19 of 94.

C. From May 31, 2019 through August 20, 2019, notice was provided to members

of the Class via website, print publication and direct email, true and correct copies of which are

included in Exhibit A, and which pointed to a detailed online notice for Class members of their

rights (“Class Notice”), available at Dkt. No. 1327 at pp. 36-43 of 60; see id. at pp. 3-5 & 36-43

of 60 for explanation of notice plan. The Class Notice informed Class members, inter alia, how

their cash payments would be computed based on distributions from the Liquidating Trust:

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 5 of 117

D. The Class Notice also informed Class members, inter alia, how the Liquidating

Trustee’s rights under the Media Policy would be assigned to the Class, which could result in

additional distributions to Class members, as follows:

E. The Class Notice further informed Class members, inter alia, how counsel for

the Class, Gutride Safier LLP (“Class Counsel” or “Plaintiffs’ Counsel”) would be compensated

for their work enforcing the assigned rights under the Media Policy:

F. No person objected to the Class Settlement Stipulation. [Dkt. 1328]. 4.

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 6 of 117

G. During the claims period, (i) 13,571 valid claim forms were submitted for

defective tablets, representing claims for a total of 19,716 tablets and (“Defective Tablet

Claims”) (ii) 288 valid claim forms were submitted for non-defective tablets, representing claims

for 341 tablets (“Non-Defective Tablet Claims”, and together with the Defective Tablet Claims,

the “Class Settlement Claims”). Each Defective Tablet Claim was paid $30 per Tablet, and each

Non-Defective Tablet Claim was paid $10 per Tablet, out of funds distributed by the Liquidating

Trust to the Class Representatives pursuant to the Class Settlement Order.

H. On November 27, 2019, the Liquidating Trustee executed an acknowledgment of

the Media Policy Assignment, as required by the Class Settlement Order, a true and correct copy

of which is attached hereto as Exhibit B.

I. The Class Representatives and Underwriters conducted a mediation in

September 2020, before former United States District Judge Gerard Rosen at JAMS (“Judge

Rosen”). Following the mediation, the Stipulating Parties reached a resolution of all claims by

the Class (pursuant to the Media Policy Assignment) relating to, arising out of, and/or regarding

the Media Policy against the Underwriter Parties. The Stipulating Parties expressly acknowledge

the resolution and this Stipulation shall fully exhaust the $1,000,000 aggregate limit of liability

of the Media Policy, and extinguish any obligations or liabilities owed by the Underwriter Parties

thereunder.

J. The Stipulating Parties expressly acknowledge that this Stipulation is entered

into solely for the purpose of compromising disputed claims and that nothing herein is an

admission of liability or wrongdoing by any of the Parties hereto.

NOW, THEREFORE, the Parties hereby stipulate and agree as follows:

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 7 of 117

STIPULATION

1. The above recitals are incorporated herein by reference. Each Stipulating Party

stipulates and represents that the above recitals are true and correct, but only with respect to

those recitals related to matters in which said Party was involved.

2. The Underwriter Parties shall pay One Million Eight Hundred Thousand Dollars

($1,800,000.00) (the “Media Policy Settlement Fund”) to Kurtzman Carson Consultants LLC,

previously appointed by this Court as Claim Administrator to administer notice and distribution

under the Class Settlement Order (the “Claim Administrator”), by wire transfer, within thirty

(30) days of the date this Stipulation is approved by the Bankruptcy Court. The payment of the

Media Policy Settlement Fund is the Underwriter Parties’ only monetary obligation under the

Settlement.

3. The Claim Administrator shall have the authority to manage the Media Policy

Settlement Fund as a qualified settlement fund pursuant to 26 CFR 1.468B-1 et seq., and to

maintain such funds in an interest-bearing account at a financial institution approved by Class

Counsel.

4. The Stipulating Parties understand that Class Counsel will request the Court,

pursuant to the terms of the previously approved Class Settlement Stipulation and Class Notice,

to approve that the Media Policy Settlement Fund be allocated and distributed in the following

order: (i) all costs and payments to the Claim Administrator associated with administration of

this Stipulation (“Administration Costs”); (ii) any necessary taxes and tax expenses on the

Media Policy Settlement Funds; (iii) attorneys’ fees awarded by the Court to Plaintiffs’ Counsel,

not to exceed 40% of the Media Policy Settlement Fund; (iv) costs awarded by the Court to

Plaintiffs’ Counsel; and (v) pro rata payments to persons who previously filed valid Class 6.

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 8 of 117

Settlement Claims, provided however that the amount paid for each Tablet reflected in a

Defective Tablet Claim shall be three times the amount paid for each Tablet reflected in a Non-

Defective Tablet Claim.

5. This Stipulation is contingent upon an order of the Bankruptcy Court approving

its terms, except that the Stipulation shall remain in full force and effect if the Bankruptcy Court

approves all terms other than those set forth in section 4 and directs a method of allocation and

or distribution of the Media Policy Settlement Fund different from that set forth in section 4.

For avoidance of doubt, the Stipulation is not contingent upon approval by the Bankrupcy Court

of any request by Class Counsel for an award of attorneys’ fees or costs.

6. Upon entry of a final order of this Bankruptcy Court approving this Stipulation

as set forth in section 5, and payment by the Underwriter Parties to the Claim Administrator as

required herein, then:

A. Class Representatives, Class Members and Class Counsel, and each of

their respective successors, assigns, legatees, heirs, personal representatives, and any members

of his or her immediate families (“Class Parties”) shall be deemed to have finally and forever

released and discharged the Underwriter Parties from all manner of action, causes of action,

claims, demands, rights, suits, obligations, debts, contracts, agreements, promises, liabilities,

damages, charges, penalties, losses, costs, expenses, and attorneys’ fees, of any nature

whatsoever, known or unknown, in law or equity, fixed or contingent, which they have or may

have against the Underwriter Parties that in any way arise out of or relate to (1) the Media

Policy, including but not limited to any claim for misrepresentation, fraud, indemnity,

contribution, breach of contract, breach of duty, negligence, breach of the implied covenant of

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 9 of 117

good faith and fair dealing, “bad faith,” violation of statute or regulation, or unfair claims

handling arising out of or relating to the Media Policy and/or the Tablets; (2) the Class

Settlement Stipulation and the claims, litigations and actions resolved therein; (3) the Fuhu

Defendants and/or (4) the Tablets (“Released Claims”).

B. The Underwriter Parties shall be deemed to have finally and forever

released and discharged Class Parties from the Released Claims; and

C. Class Parties agree not to disparage or malign the Underwriter Parties, and

the Underwriter Parties agree not to disparage or malign Class Parties, with respect to any issue

touching upon, arising out of or relating to the Released Claims, Underwriters’ claims handling

under the Media Policy, and/or the Media Policy Settlement Fund. Nothing herein is an

admission of liability or wrongdoing by any of the Stipulating Parties.

D. The Stipulating Parties acknowledge that their legal counsel have advised

them of, and they are familiar with, the provisions of California Civil Code Section 1542, which

provides that:

A general release does not extend to claims that the creditor or releasing party does not

know or suspect to exist in his or her favor at the time of executing the release and that,

if known by him or her, would have materially affected his or her settlement with the

debtor or released party.

The Parties expressly waive all rights that they may have thereunder, as well as under any other

statutes or legal principles of similar effect in any jurisdiction whatsoever.

E. Except for filing this Stipulation with the Court and posting it on the

Settlement Website, which the Parties understand will make this Stipulation a matter of public

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 10 of 117

record, and except as otherwise may be required to obtain the Court’s approval for the

Stipulation and to administer pro rata payments to persons who previously filed valid Class

Settlement Claims, the Stipulating Parties shall not disclose the the negotiations leading to this

Agreement, and the communications generated pursuant to it, to any other person, corporation,

or other entity, except: (a) to the extent that such disclosure may be required by the operation of

law, regulation, subpoena, or court order, including such disclosures as may be necessary to

comply with federal or state securities laws or financial or regulatory requirements; (b) as

necessary and in confidence to the officers, directors, employees, financial and tax advisors,

accountants, auditors, attorneys, lenders, bond trustees, regulators, insurers (including excess

insurers), insurance brokers, and reinsurers of a Stipulating Party; (c) to the legal counsel of any

Stipulating Party; (d) to the extent that other disclosures may be mutually agreed upon and

consented to in writing among the Stipulating Parties; or (e) as reasonably necessary to enforce

or defend any Stipulating Party’s rights under this Stipulation. In the event a Stipulating Party

is required to disclose in any judicial or administrative action (other than between the

Stipulating Parties) information made confidential by this Paragraph, then such Stipulating

Party shall promptly notify the other Stipulating Party, and the other Stipulating Party, at its sole

expense, may seek the appropriate protective order.

7. In the event the Stipulation is not approved by the Bankruptcy Court as set forth

in section 5, then no term or condition of this Stipulation other than the provisions of this

section 7, or any draft thereof, or discussion, negotiation, documentation, or other part or aspect

of the Stipulating Parties’ settlement discussions shall have any effect, nor shall any such matter

be admissible in evidence for any purpose in this Bankruptcy Court or in any other proceeding,

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 11 of 117

and any all representations and agreements made in this Stipulation shall be null and void; the

Stipulating Parties shall return to the positions they occupied immediately prior to the execution

of this Stipulation; and the parties shall enlist the assistance of Judge Rosen to determine

whether a different resolution is possible. Notwithstanding the prior sentences of this section,

the Stipulating Parties further agree that if the Stipulation is not approved by an order of the

Bankruptcy Court, then (a) the running of any statute of limitations, statute of repose, or other

rule, defense, or principle based on the passage of time (including, without limitation, laches,

waiver, or estoppel and whether statutory, equitable, contractual or otherwise) that may be

asserted by Underwriters shall be tolled and suspended until thirty (30) days after the

Bankruptcy Court issues an order denying approval to this Stipulation; (b) Underwriters will not

plead or rely upon any statute of limitations, statute of repose, or other rule, defense, or

principle based on the passage of time (including, without limitation, laches, waiver or estoppel

and whether statutory, equitable, contractual or otherwise) that is based, in whole or in part,

upon the time that has run since November 16, 2017; (c) Underwriters understand and agree that

nothing in this Stipulation shall prevent the Class Representatives, any successor class

representative or any assignee of the claims related to the Media Policy from arguing that any

time related defenses are tolled or barred for other reasons including, but not limited to,

equitable tolling.

8. Each individual signing on behalf of a Stipulating Party represents and warrants

to each other Stipulating Party that it has full power and authority to enter into this Stipulation

on behalf of the Stipulating Party for which it is signing. Class Representatives represent and

warrant that they have the authority, under the Class Settlement Order, to execute this

10.

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 12 of 117

Stipulation on behalf of the Class with respect to all assigned rights under the Media Policy as

set forth in Recital I.B. above, and the Stipulating Party signing on behalf of the Underwriters

represents and warrants that it has the authority under the Media Policy and all contracts related

thereto to execute this Stipulation on behalf of the Underwriter Parties.

9. All representations, warranties, inducements and/or statements of intention made

by the Stipulating Parties that relate to this Stipulation are embodied in this Stipulation, and

none of the Stipulating Parties have relied upon, shall be bound by, or shall be liable for any

alleged representation, warranty, inducement or statement of intention that is not expressly set

forth in this Stipulation. This Stipulation constitutes the entirety of the Stipulating Parties’

settlement terms. This Stipulation may be amended or modified only by a written instrument

signed by counsel for all Stipulating Parties or their successors-in-interest, as approved by this

Bankruptcy Court.

10. This Stipulation shall be binding upon, and inure to the benefit of, the Stipulating

Parties and their respective heirs, trustees, executors, administrators, successors and/or assigns.

11. This Stipulation may be executed in multiple counterparts, each of which shall

be deemed an original but all of which together shall constitute one and the same instrument.

This Stipulation may be executed by facsimile or PDF signatures, and such facsimile or PDF

signatures will be deemed to be as valid as an original signature whether or not confirmed by

delivering the original signatures in person, by courier or mail, although it is the Stipulating

Parties’ intention to deliver original signatures after delivery of facsimile or PDF signatures.

11.

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 13 of 117

12. To the extent permitted by law, this Stipulation may be pled as a full and

complete defense to any action, suit, or other proceedings that may be instituted, prosecuted or

attempted against the any Stipulating Party contrary to this Stipulation.

13. The Bankruptcy Court shall retain jurisdiction with respect to all matters arising

from or related to the interpretation, implementation, or enforcement of the terms and

provisions of this Stipulation and to adjudicate, if necessary, all disputes in connection herewith.

14. Upon execution of this Stipulation, Class Representatives shall move the

Bankruptcy Court to (1) grant final approval of this Stipulation and (2) approve the methods,

form and contents of distribution of the Settlement Funds including without limitation the

distribution of attorneys’ fees and costs to Class Counsel. The Stipulating Parties anticipate that

Class Counsel will file with the Bankruptcy Court a declarations of Class Counsel in support of

such motion attaching this Stipulation and a declaration of the Claim Administrator, and that

such filings will be posted on the Settlement Website (which, for avoidance of doubt, is

www.tabletsettlement.com), and will be available through the administrator’s website for this

bankruptcy proceeding as well as the Bankruptcy Court website. Class Counsel will provide

drafts of such motion(s) and declaration(s) to, and will reasonably incorporate editing

suggestions from, counsel for Underwriters prior to filing. Pursuant to the terms of the Class

Settlement Order and the Class Notice, the Stipulating Parties do not anticipate that any further

notice of this Stipulation will be required to the Class, but if such notice is required, the

Stipulating Parties agree that the form and contents of such notice shall be subject to the

approval of all Stipulating Parties and the Bankruptcy Court, and that all costs of preparing and

disseminating such notice shall be paid out of the Media Policy Settlement Fund.

12.

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 14 of 117

Dated: ______, 2020

Scott Miller Class Representative on Behalf of Himself and the Class

Dated: ______, 2020

James E. Griffin Class Representative on Behalf of Himself and the Class

Dated: ______, 2020

By: Hamilton Managing Agency Limited Name: Rachel Haffenden Title: Senior Claims Underwriter On Behalf of Itself and Underwriters subscribing to Cyber, Privacy, and Media Insurance Policy No. ESC00062426

13.

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 15 of 117

."! *..&''", '--"+,"-")..&0"*) "%'#*# &(-"'#)!.%" '-- ."! ("-,&##&) '--"+,"-")..&0"*) "%'#*# &(-"'#)!.%" '-- ."! 2 (&'.*))$&)$ $") 2&(&."! (" %"'##")!") &.'" ")&*, '&(-)!",1,&.", ) "%'#*#.-"'#)!)!",1,&.",--/ - ,& &)$.* 2 ",,&0 2)!"!&)-/,) "*'& 2*

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 16 of 117

#4&%"""""""""""""""" #/2#/$*3$0#-*'02/*# &4)#'*&2 */&42&&45*4& #/2#/$*3$0#-*'02/*# &-&1)0/& #$3*.*-& .#*-3&4)(542*%&3#'*&2$0. -#3305/3&- #4&%""""""""""""" 03/(&-&3#-*'02/*# ! 5-*&)0*#6,*/30/ 4)-#$& 4)-002 03/(&-&3 &-&1)0/& #$3*.*-& .#*-+5-*&)#6,*/30/#4)&2*#-#6$0. 4402/&73'024)& /%&262*4&23

Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 17 of 117

Exhibit A Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 18 of 117 Case 15-12465-CSS Doc 1329 Filed 09/04/19 PageDocket 1 #1329 of 4 Date Filed: 09/04/2019

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11 In re: Case No. 15-12465-CSS ARCTIC SENTINEL, INC. [f/k/a Fuhu, Inc.], 1 et al., (Jointly Administered) Debtors. Related to Docket Nos. 1295, 1301, 1303, 1327

FINAL ORDER AUTHORIZING AND APPROVING STIPULATION RESOLVING (1) CLASS CLAIM OF SCOTT MILLER AND JAMES E. GRIFFIN (CLAIM NO. 177), (2) CLAIM OF D&H DISTRIBUTING CO. (CLAIM NO. 153), (3) CLAIM OF WISTRON CORPORATION AND WISTRON INFOCOMM TECHNOLOGY (AMERICA) CORPORATION (CLAIM NO. 162), (4) CLAIMS OF NORTH HAVEN EXPANSION CAPITAL CO-INVESTMENT VEHICLE LP, F/K/A MS EXPANSION CAPITAL CO- INVESTMENT VEHICLE, LP, AND NORTH HAVEN EXPANSION CAPITAL LP, F/K/A MORGAN STANLEY EXPANSION CAPITAL, LP (CLAIM NOS. 137 AND 140), (5) CERTAIN ADDITIONAL CLAIMS AMONG THE PARTIES, AND (6) DISALLOWING AND EXPUNGING CLAIMS OF GUTRIDE SAFIER LLP (CLAIM NOS. 165, 166, 167, AND 168)

This matter coming before the Bankruptcy Court on the Motion of Liquidating

Trust for Preliminary and Final Orders Authorizing and Approving Stipulation Resolving (1)

Class Claim of Scott Miller and James E. Griffin (Claim No. 177), (2) Claim Of D&H

Distributing Co. (Claim No. 153), (3) Claim of Wistron Corporation and Wistron Infocomm

Technology (America) Corporation (Claim No. 162), (4) Claims Of North Haven Expansion

Capital Co-Investment Vehicle LP, f/k/a MS Expansion Capital Co-Investment Vehicle, LP, And

North Haven Expansion Capital LP, f/k/a Morgan Stanley Expansion Capital, LP (Claim Nos.

137 and 140), (5) Certain Additional Claims Among the Parties, and (6) Disallowing and

Expunging Claims of Gutride Safier LLP (Claim Nos. 165, 166, 167, and 168) (the "Motion");2

200235915 v2 ¨1¤S8a3)$ !u« 1512465190904000000000001 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329 Filed Filed 11/16/20 09/04/19 Page Page 19 2 ofof 4117

the Bankruptcy Court having reviewed the Motion and any objections thereto; the Bankruptcy

Court having reviewed the separate motion for awards to Class Counsel, Class Representatives,

and Additional Plaintiffs (“Fee And Representative Award Motion”) and any objections thereto;

the Bankruptcy Court finding that (i) the Bankruptcy Court has jurisdiction over this matter

pursuant to 28 U.S.C. § 1334(b) in that the matter presents disputes arising under title 11, or

arising in or related to cases under title 11, (ii) venue is proper in this District pursuant to 28

U.S.C. §§ 1408 and 1409, (iii) the matter before the Bankruptcy Court combines a substantially

core proceeding pursuant to 28 U.S.C. §§ 157(b)(2)(B) and 157(b)(2)(O) with a non-core

proceeding resolving the disputes between the Class on one hand, and D&H and Wistron on the

other, which are otherwise related to this bankruptcy case pursuant to 28 U.S.C. §§ 157(b)(2)(C)

because they are an integral and essential component of the Stipulation; (iv) the Parties to the

Stipulation have consented to the entry of a final order by this Court, to the extent this Court

might not otherwise have such authority consistent with Article III of the United States

Constitution; and (v) notice of the Motion, the Fee and Representative Award Motion and the

Hearing was sufficient under the circumstances; after due deliberation the Bankruptcy Court

having determined that the relief requested in the Motion and the Fee and Representative Award

Motion is in the best interests of the Debtors, their estates and their creditors including the Class

Members; and good and sufficient cause having been shown;

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED and the executed Stipulation annexed hereto as

Exhibit 1 is approved on a final basis.

2. The Liquidating Trustee is authorized to enter into the Stipulation and take

any and all actions contemplated by the Stipulation.

2 200235915 v2 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329 Filed Filed 11/16/20 09/04/19 Page Page 20 3 ofof 4117

3. Pursuant to Rules 7023 and 9019 of the Federal Rules of Bankruptcy

Procedure and Section 105 of the Bankruptcy Code, the Stipulation, and all exhibits thereto

including but not limited to the Intercreditor Agreement annexed as Exhibit A to the

Stipulation, are hereby approved in their entirety.

4. Class Claim No. 177 filed on behalf of the Class shall be reduced to

$154,000,000.00 and allowed as a general unsecured claim in that amount.

5. D&H Claim No. 153 filed by D&H Distribution Co. in the sum of

$44,418,317.30 shall be (i) characterized as a general unsecured claim and (ii) allowed in that

amount.

6. Wistron Claim No. 162 filed by Wistron Corporation and Wistron

Infocomm Technology (America) Corporation shall be reduced to $27,100,000 and allowed as a

general unsecured claim in that amount.

7. MS Claim No. 137 filed by Morgan Stanley on behalf of North Haven I

as a general unsecured claim in the sum of $7,815,845 shall be allowed as a general unsecured

claim in that amount.

8. MS Claim No. 140 filed by Morgan Stanley on behalf of North Haven II

as a general unsecured claim in the sum of $16,348,405 shall be allowed as a general unsecured

claim in that amount.

9. The Morgan Stanley Scheduled Claim Amount scheduled as a general

unsecured claim in the sum of $504,083.03 (Schedule ID. 3005321) shall be disallowed and

expunged from the Debtors’ claims registry in its entirety.

10. The Gutride Safier Claims numbered 165, 166, 167 and 168 filed by

Gutride Safier LLP (“Class Counsel”) asserting administrative priority claims against each of

3 200235915 v2 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329 Filed Filed 11/16/20 09/04/19 Page Page 21 4 ofof 4117

the Debtors in the sum of $82,875.00 under Section 507(a)(2) of the Bankruptcy Code shall

each be disallowed and expunged in their entirety.

11. The following modified definition of the Class is approved on a final

basis: “All persons who purchased, in the United States, a Nabi 2, Nabi 2S, Nabi XD, Nabi Jr.

(including Nabi Jr. S) or Nabi DreamTab tablet, except persons who purchased for resale or

returned such tablet for a full refund or non-defective replacement.” Excluded from the Class

are the persons listed in the declaration of the Claim Administrator, filed Septamber 3, 2019

[D.I. 1327], all of whom filed timely requests to exclude themselves from the Class.3

12. The automatic stay is modified solely if and to the extent necessary to

implement the terms of the Stipulation.

13. This Bankruptcy Court shall retain jurisdiction to hear and determine all

matters arising from or related to the interpretation, implementation or enforcement of the

Stipulation and this Order.

3 Also excluded are (1) the Honorable Christina Snyder, the Honorable Gerald Rosen, and the Honorable Christopher Sontchi; (2) any member of their immediate families; (3) any government entity, (4) the Debtors; (5) any entity in which Debtors have a controlling interest; (6) any of Debtors’ subsidiaries, parents, affiliates, officers, directors, employees, legal representatives, heirs, successors, or assigns; (7) Mattel, Inc. and its subsidiaries, parents, affiliates, and officers, directors, employees, legal representatives, heirs, successors, or assigns; (8) counsel for the Parties; and (9) any persons who timely opt out of the Class. Dated: September 4th, 2019 CHRISTOPHER S. SONTCHI Wilmington, Delaware UNITED4 STATES BANKRUPTCY JUDGE 200235915 v2 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 22 1 of 11794 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 23 2 of 11794 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 24 3 of 11794 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 25 4 of 11794 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 26 5 of 11794 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 27 6 of 11794 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 28 7 of 11794 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 29 8 of 11794 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 30 9 of 11794 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 31 10 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 32 11 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 33 12 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 34 13 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 35 14 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 36 15 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 37 16 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 38 17 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 39 18 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 40 19 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 41 20 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 42 21 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 43 22 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 44 23 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 45 24 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 46 25 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 47 26 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 48 27 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 49 28 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 50 29 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 51 30 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 52 31 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 53 32 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 54 33 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 55 34 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 56 35 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 57 36 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 58 37 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 59 38 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 60 39 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 61 40 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 62 41 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 63 42 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 64 43 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 65 44 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 66 45 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 67 46 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 68 47 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 69 48 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 70 49 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 71 50 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 72 51 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 73 52 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 74 53 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 75 54 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 76 55 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 77 56 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 78 57 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 79 58 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 80 59 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 81 60 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 82 61 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 83 62 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 84 63 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 85 64 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 86 65 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 87 66 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 88 67 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 89 68 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 90 69 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 91 70 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 92 71 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 93 72 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 94 73 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 95 74 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 96 75 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 97 76 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 98 77 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 99 78 of of 117 94 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 100 79 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 101 80 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 102 81 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 103 82 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 104 83 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 105 84 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 106 85 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 107 86 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 108 87 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 109 88 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 110 89 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 111 90 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 112 91 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 113 92 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 114 93 of 94117 CaseCase 15-12465-CSS 15-12465-CSS Doc Doc 1481-1 1329-1 Filed Filed 11/16/20 09/04/19 Page Page 115 94 of 94117 Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 116 of 117

Exhibit B Case 15-12465-CSS Doc 1481-1 Filed 11/16/20 Page 117 of 117

Acknowledgement of Assignment of Claims Privacy, Cyber and Media Insurance Policy, Policy No. ESC00062426, underwritten by Certain Underwriters at Lloyds, issued to Fuhu, Inc. and Fuhu Holdings, Inc. Miller v. Fuhu, Inc. et al., Case No. 14-cv-6119-CAS (U.S. Dist. Ct., C.D. Cal.) In re Arctic Sentinel, Inc., Case No. 15-12465-CSS (U.S. Bankr. Ct., D. Del.)

1. On September 4, 2019, the United States Bankruptcy Court for the District of Delaware entered a Final Order in In re Arctic Sentinel, Inc. (formerly known as Fuhu, Inc.) et al., Case No. 15-12465-CSS, authorizing and approving a stipulation settling certain claims (the “Final Settlement Order”). [Bankruptcy Court Docket No. 1329.] A copy of the Final Settlement Order is attached hereto as Exhibit A. 2. The Liquidating Trustee hereby acknowledges that the assignment of the rights, claims and causes of action set forth in paragraphs 6 and 42 of the stipulation attached as Exhibit 1 to the Final Settlement Order was effective upon the Final Settlement Order becoming final and non-appealable.

Dated: November 27, 2019 Tablet Liquidating Trust

______Anthony Saccullo of Saccullo Business Consulting, LLC, as the Liquidating Trustee of the Tablet Liquidating Trust

1 Acknowledgement of Assignment of Claims re Lloyd’s Policy No. ESC00062426 Case 15-12465-CSS Doc 1481-2 Filed 11/16/20 Page 1 of 4

EXHIBIT 2 Case 15-12465-CSS Doc 1481-2 Filed 11/16/20 Page 2 of 4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11 In re: Case No. 15-12465-CSS ARCTIC SENTINEL, INC. [f/k/a Fuhu, Inc.], 1 et al., (Jointly Administered) Debtors. Related Docket Nos. ___

FINAL ORDER AUTHORIZING AND APPROVING STIPULATION AND AWARDING ATTORNEYS’ FEES, COSTS AND CY PRES AWARD

This matter coming before the Bankruptcy Court2 on the Motion of Scott Miller and

James V. Griffin III to (1) Approve the Terms of Stipulation of Settlement Between the Class

and Underwriters and (2) Approve The Distribution Of Funds Including Award Of Attorneys’

Fees, Costs, and Cy Pres Award (the “Motion”); the Bankruptcy Court having reviewed the

Motion; no objections having been received to the Motion; the Bankruptcy Court finding that (i)

the Bankruptcy Court has jurisdiction over this matter; (ii) venue is proper pursuant to 28 U.S.C.

§§ 1408 and 1409; (iii) the Parties to the Stipulation have consented to the entry of a final order

by this Court, to the extent this Court might not otherwise have such authority consistent with

Article III of the United States Constitution; and (iv) having determined that the relief requested

in the Motion is in the best interests of the Class Members; and good and sufficient cause having

been shown;

1 The debtors, together with the last four digits of each debtor’s tax identification number, are: Arctic Sentinel, Inc. [f/k/a Fuhu, Inc.] (7896); Arctic Sentinel Holdings, Inc. [f/k/a Fuhu Holdings, Inc.] (9761); Arctic Sentinel Direct, Inc. [f/k/a Fuhu Direct, Inc.] (2180); and Sentinel Arctic, Inc. [f/k/a Nabi, Inc.] (4119) (collectively, the “Debtors”).

2 Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Motion.

Case 15-12465-CSS Doc 1481-2 Filed 11/16/20 Page 3 of 4

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED and the executed Stipulation annexed hereto as Exhibit

1 is approved on a final basis.

2. For the reasons stated in the Motion, the settlement to the Class is fair and reasonable under Rule 23, with, adequate representation of and relief for the class, negotiations having occurred at arm’s length, and no indication of preferential treatment of class representatives or certain sections of the class.

3. The Court reaffirms its appointment of KCC to serve as Claim Administrator for purposes of distributing the Media Policy Settlement Fund as set forth in the Stipulation and this

Order.

4. The Court finds that the work performed and hours expended by Class Counsel and by the Class Representatives as detailed in the Motion and accompanying declarations were reasonably appropriate and necessary to the prosecution of the claims on behalf of the Class; that the hourly rates charged were reasonable and commensurate with market rates charged by others with similar skills and experience; that the costs incurred by Class Counsel were reasonably and necessarily incurred; and that that the requested fee award is appropriate in light of the work performed and results obtained.

5. Payments to Class members shall be made as set forth in the Stipulation, and all payments by check shall be valid and negotiable for a period of 180 days. After the expiration of that 180-day period, the Claim Administrator shall to pay the remaining funds cy pres to Public

Citizen. The Court finds that the cy pres award to Public Citizen is appropriate because it is fair, reasonable, and adequate, and will further the goals of this lawsuit.

Case 15-12465-CSS Doc 1481-2 Filed 11/16/20 Page 4 of 4

6. Accordingly, the following amounts shall be paid out of the Media Policy

Settlement Fund:

i. To the Claim Administrator: $21,320.00.

ii. To Class Counsel: $720,000.00 in fees, plus $27,725.54 in expenses,

for a total of $747,725.54.

iii. To Class Members: $1,030,954.46, to be distributed as set forth in the

Stipulation.

iv. To Cy Pres recipient, Public Citizen: Remaining unclaimed funds

Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 1 of 40

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) ARCTIC SENTINEL, INC., formerly ) Case No. 15-12465 (CSS) known as FUHU, INC., et al., ) ) Jointly Administered 1 ) Debtors, Re: D.I. 9 )

)

DECLARATION OF ADAM GUTRIDE IN SUPPORT OF MOTION OF SCOTT MILLER AND JAMES E. GRIFFIN IV TO (1) APPROVE THE TERMS OF STIPULATION OF SETTLEMENT AND (2) APPROVE THE DISTRIBUTION OF FUNDS INCLUDING AWARD OF ATTORNEYS FEES AND COSTS

I, Adam Gutride, pursuant to 28 U.S.C. § 1746, hereby declare under penalty of perjury

that the following is true and correct to the best of my knowledge, information and belief:

1. I am an attorney admitted pro hac vice to practice before this Court and a partner

in the law firm Gutride Safier LLP (“GSLLP”). GSLLP has acted as counsel for Scott Miller

(“Miller”) and other purchasers of the Fuhu tablets since the summer of 2014, when it filed an

action in the Central District of California (“District Court”) entitled Miller v. Fuhu, Inc., et al.,

Case No 2:14-cv-06119-CAS-AS (C.D. Cal.). After the initiation of this bankruptcy proceeding,

Mr. Miller was appointed to the official committee of unsecured creditors (“Creditors’

1 The Debtors, together with the last four digits of each Debtor's tax identification number, are: Arctic Sentinel, Inc. [f/k/a Fuhu, Inc.] (7896); Arctic Sentinel Holdings, Inc., [f/k/a Fuhu Holdings, Inc.] (9761); Arctic Sentinel Direct, Inc. [f/k/a Fuhu Direct, Inc.] (2180); and Sentinel Arctic, Inc., [f/k/a Nabi, Inc.] (4119). The location of the headquarters is 1700 E. Walnut Avenue, Suite 500, El Segundo, CA 90245.

1 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 2 of 40

Committee”) and later to the Trust Advisory Committee (“TAC”), and GSLLP represented him

and the other purchasers on whose behalf he was acting on both committees. On July 7, 2016, this

Court entered an order, pursuant to stipulaton, which certified a class of purchasers (“Class”) and appointed GSLLP as class counsel (D.I. 667) (“Class Certification Order”). GSLLP subsequently negotiated the stipulation to settle (D.I. 1329-1) (“Global Settlement”) on behalf of the Class, which this Court approved. D.I. 1329 (“Class Settlement Order”). This Court subsequently awarded fees and costs based on Class Counsel’s representation of the Class up to March 31, 2019.

D.I. 1331.

2. I submit this Declaration in support of the Motion Scott Miller (“Miller”) and

James E. Griffin IV (“Griffin”) to (1) approve the terms of the Stipulation (“Stipulation”) between the Class Representatives and Certain Underwriters at Lloyd's (“Underwriters”) subscribing to the

Privacy, Cyber and Media Insurance Policy issued to Fuhu, Inc. bearing Policy No. ESC00062426

(the “Media Policy”) and (2) approve the distribution of the funds to be paid by Underwriters under the Stipulation, including awarding fees and costs to the law firm of Gutride Safier LLP (“Class

Counsel”).

3. In this Declaration, I discuss: (a) the legal services provided by GSLLP since the

Court’s previous award of attorneys’ fees; and (b) the time worked, rates charged, and expenses incurred.

A. GSLLP Representation Since the Class Settlement Order.

4. GSLLP has represented the Class since 2014. This vigorous representation continued even after the bankruptcy petition, when most similarly situated lawyers would have given up, resulting in an excellent recovery for the class that the Media Policy Settlement only builds upon. The history of the litigation is more fully described in my previous declaration

2 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 3 of 40

submitted in support of the Motion of Liquidating Trust for Preliminary and Final Orders

Authorizing and Approving Stipulation. D.I. 1296 at ¶¶ 4-21.

5. On September 5, 2019, the Court entered an order that (1) approved the assignment,

to the Class, by Debtors Fuhu, Inc. and Fuhu Holdings, Inc. (together, the “Fuhu Defendants”) of the Fuhu Defendants’ rights against the Underwriters under the Media Policy (“Media Policy

Assignment”), (2) approved notice to the Class, a copy of which is available at D.I. 1327 at 36-43 of 60 (“Class Notice”), about how monies obtained from the Underwriters would be distributed to the Class and to Class Counsel, id. at 41; see also id. at 3-5 & 36-43 (explanation of notice plan), and (3) retained jurisdiction over “all matters arising from or related to the interpretation, implementation or enforcement of the terms and provisions of this Stipulation...” D.I. 1329.

6. Class Counsel received $1,500,000.00 in fees, which the Court approved subsequent the Class Settlement Order. D.I. 1331.

7. Since the Court entered the Class Settlement Order, GSLLP diligently pursued the rights of the Class against the Underwriters pursuant to the Media Policy Assignment.

8. These efforts included factual investigation of all possible claims that might have been prosecuted by the Class against Underwriters, including possible claims for breach of contract and bad faith denial of coverage.

9. This investigation included interviews of the litigation counsel for the Fuhu

Defendants who originally tendered to the Underwriters the claims by the Class against the Fuhu

Defendants, exchange of detailed legal and factual memoranda between Class Counsel and counsel for the Underwriters, and multiple sessions with the mediator, Hon. Gerard Rosen (Ret.) of JAMS.

10. Because of all the work GSLLP performed on this case, I believe I am well- positioned to evaluate this Settlement. I firmly believe that this Settlement is in the best interests

3 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 4 of 40

of the class. Indeed, I believe this is an excellent settlement, as it likely provides each Class

member with an additional recovery on top of the recovery already achieved that was far in excess of what would be recovered after a disputed claim proceeding. The $1.8 million recovery exceeds the aggregate $1 million limit of the Media Policy. Also, the total distribution for each valid claim, as a combined recovery from the Trust and the Underwriters, is a very substantial percentage of the “best case” recovery that Plaintiffs sought to establish.

11. As stated in my declaration of July 30, 2019, GSLLP timekeepers had, as of

June 30, 2019, expended a total of 4,611.4 hours on this litigation, for a total lodestar of

$4,289,232.50. (D.I. 1296 at ¶ 2.) Based on the time records of GSLLP, it has spent more than

561.3 hours prosecuting this litigation from June 30, 2019 through the date of this declaration,

representaing an additional lodestar of $520,712.50. Thus, the total lodestar for the case is

$4,809,945.00.2 Accordingly, even if the full requested additional fee of $720,000 is now

awarded, the total fee received by GSLLP of $2,200,000 will be only 46% of the lodestar. The

total number of hours billed is as shown in the following table. The lodestar for work perfomed

since June 30, 2019, is computed using our 2020 hourly rates, which are the same as the regular

rates charged in 2020 for their services in other litigation. As exaplained in the Motion, it is

appropriate to use 2020 rates because GSLLP performed a majority of the work at issue for this

Settlement in 2020 and because of the delay in payment for the 2019 work.

12. In addition, an alternative lodestar is computed using the adjusted Laffey Matrix.

The Laffey Matrix is an attorney’s fee matrix developed in Laffey v. Nw. Airlines, Inc., 572 F.

Supp. 354, 371 (D.D.C. 1983), which provides market rates for attorneys working in the

2 This number is underinclusive, because some timekeepers have not yet finalized entry of their time from October or November 2020.

4 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 5 of 40

Washington, D.C., and Baltimore areas. See http://www.laffeymatrix.com/see.html. In computing

rates in the San Francisco Bay Area, Laffey Matrix hourly rates are typically adjusted upward by

approximately nine percent to reflect the difference between the Bay Area and the District of

Columbia. See Brinker v. Normandin’s, No. 14CV03007EJDHRL, 2017 WL 713554 (N.D. Cal.

Feb. 23, 2017) (citing Theme Promotions, Inc. v. News America Marketing FSI, Inc., 731 F. Supp.

2d 937, (N.D. Cal. 2010); In re HPL Technologies, Inc. Securities Litigation, 366 F. Supp. 2d 912

(ND Cal 2005) (explaining how to compute the adjustment to Laffey rates, based on relative salary scales of judicial branch employees in various metropolitan areas).

2018-19 Adjusted Laffey Rate Laffey 2020 with 8.6% Lodestar Total Regular Bay Area Name Hours Rate Lodestar Adjustment Ashley Garcia 1.2 $ 275 $ 330.00 $223.72 $268.46 Tekesha Geel 0.8 $ 750 $ 600.00 $729.79 $583.83 Adam Gutride 127.2 $ 1050 $ 133,560.00 $992.60 $126,258.72 Todd Kennedy 0.4 $ 900 $ 360.00 $824.27 $329.71 Adriana Klompus 0.7 $ 275 $ 192.50 $223.72 $156.60 Matt McCrary 12.6 $ 925 $ 11,655.00 $824.27 $10,385.80 Marie McCrary 0.5 $ 950 $ 475.00 $824.27 $412.14 Stephen Raab 258.4 $ 850 $ 219,640.00 $824.27 $212,991.37 Hayley Reynolds 30.5 $ 625 $ 19,062.50 $504.99 $15,402.20 Seth Safier 128.0 $ 1050 $ 134,400.00 $992.60 $127,052.80 Rajiv Thairani 0.7 $ 625 $ 437.50 $504.99 $353.49

Totals 561.3 $ 520,712.50 $494,195.12

13. A true and correct copy of the updated firm resume of GSLLP is attached hereto as

Exhibit A. This resume provides information about the qualifications and experience of each of

the attorneys listed above. I believe that my firm’s hourly rates are below market for attorneys with

similar backgrounds and experience. Our rates have been approved in many prior cases. This

5 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 6 of 40

Court approved my firm’s 2018 rates as “reasonable and commensurate with market rates charged

by others with similar skills and experience” in its order of September 5, 2019 (D.I. 1331). More

recently, on June 22, 2020, Judge Ryu in Carlotti v. Asus Computer International, Inc., Case No.

18-cv-03369-DMR (D.I. 86) reviewed, in detail, GSLLP’s 2019 billing rates and approved them as “reasonable within the context of this case.” A list of other court rulings approving my firm’s rates is provided in my April 19, 2019 declaration (D.I. 1296 at ¶ 31).

14. Expenses are accounted for and billed separately and are not duplicated in my professional billing rate. This Court previously awarded GSLLP $232,281.85 in expense reimbursement, based on expenses incurred as reflected in my July 30, 2019 Declaration. As of this Declaration, my firm has incurred an additional $27,224.54 in unreimbursed actual third-party

expenses in connection with the prosecution of this case. The actual expenses incurred in the

prosecution of this reflected on the computerized accounting records of my firm prepared by bookkeeping staff, based on receipts and check records, and accurately reflect all actual expenses incurred that had been submitted for payment or reimbursement as of October 18, 2020. In addition, there are some expenses known to us but yet to be invoiced or have been invoiced but not yet paid. The expenses that have yet to be invoiced, for example, include expenses for courtesy copies of this Motion and are estimated based on my experience. A complete breakdown of all expenses is attached as Exhibit B, showing the expenses that were not included in my July 30,

2019 Declaration with an “X,” and the total unreimbursed amount at the bottom of the spreadsheet.

15. Class Counsel will continue to have obligations to Class Members. Class Counsel will work with the Claim Administrator to assure that the distributions are properly made to all

Class members who made valid Claims, and to answer questions by Class Members.

6 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 7 of 40

Executed this __16th day of November, 2020, at Berkeley, California. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

/s/ Adam Gutride Adam Gutride (Cal. State Bar No. 181446; admitted pro hac vice) GUTRIDE SAFIER LLP 100 Pine Street, Suite 1250 San Francisco, CA 94111 Tel.: 415-639-9090 Fax: 415-449-6469 Class Counsel

7 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 8 of 40

EXHIBIT A Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 9 of 40

EXHIBIT A

GUTRIDE SAFIER LLP RESUME

Gutride Safier LLP represents investors, small businesses, consumers and employees in a wide-array of class action litigation throughout the country. The attorneys of GSLLP are skilled litigators with years of experience at all levels of federal and state court. GSLLP is based in San Francisco, California, and has office addresses in Seattle, Washington and Boulder, Colorado. Members of the firm are licensed to practice in California, Texas, Colorado, New York, Massachusetts, Oregon, Washington, and the District of Columbia.

As described in detail below, GSLLP attorneys have represented consumers and small businesses in appeals to the Ninth Circuit (Section A), have obtained important victories on legal issues at the district court level (Section B), achieved settlements in class action cases to make available to class members over $500 million in cash and other settlement benefits (Section C), and have won praise from numerous judges (Section D). As shown in the individual attorney biographies, GSLLP attorneys have strong academic credentials and extensive experience litigating complex cases (Section E). GSLLP has been appointed as class counsel in over a dozen cases (Appendix A) and is currently counsel for plaintiffs in many other cases asserting class claims that have not yet been certified in both federal and state court (Appendix B).

A. Key Appellate Cases

• McArdle v. AT&T Mobility LLC, et al., 772 F. App’x 575, No. 17-17246 (9th Cir. June 28, 2019) (certiorari denied June 1, 2020) The Ninth Circuit ruled in favor of our client, affirming the district court order that invalidated AT&T’s arbitration agreement, pursuant to McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017), because the provision contained a public injunctive relief waiver. The Ninth Circuit held that the Federal Arbitration Act did not preempt California’s McGill rule and that AT&T’s arbitration agreement was null and void in its entirety.

• Davidson v. Kimberly-Clark Corp., 873 F.3d 1103 (9th Cir. 2017) The Ninth Circuit ruled in favor of our client, reversing the district court. It held that our client had Article III standing to seek injunctive relief regarding the false labeling of “flushable wipes,” even though she was already on notice of the misrepresentation. This ruling resolved a split among the district courts. The en banc petition was denied.

• Just Film, Inc. v. Buono, 847 F.3d 1108 (9th Cir. 2017) The Ninth Circuit ruled in favor of our client, affirming the district court order certifying two nationwide classes of small business owners defrauded in a scheme that involved equipment leases and credit card processing services. The Ninth Circuit upheld certification despite differences between claims of named plaintiffs and certain absent class members and even though assessment of damages would require individual inquiry.

1 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 10 of 40

• Just Film, Inc. v. Merch. Servs., Inc., 474 F. App’x 493 (9th Cir. 2012) The Ninth Circuit ruled in favor of our client, affirming a district court’s order issuing a preliminary injunction prior to class certification, to prevent further collection activities in connection with equipment leases. The Ninth Circuit held that the district court “did not abuse its discretion by finding sufficient evidence to support its preliminary injunction, which was carefully tailored to maintain the status quo where class certification is pending and the plaintiff has shown that a class-wide injunction is necessary to remedy the alleged class-wide harm.”

• Stearns v. Ticketmaster Corp., 655 F.3d 1013 (9th Cir. 2011) The Ninth Circuit ruled in favor of our clients, reversing district court orders that had dismissed certain claims and denied class certification on other claims. The Ninth Circuit held that our clients had pled viable claims that they were deceived into registering for a coupon program with a paid monthly subscription by a website “click through” and that the defendant was liable to all consumers, even those who may have wanted to enroll. The Court held that a showing of class- wide reliance was not required for certification of a UCL claim and established the standard that “California has created what amounts to a conclusive presumption that when a defendant puts out tainted bait and a person sees it and bites, the defendant has caused an injury; restitution is the remedy.”

• Chavez v. Blue Sky Nat. Bev. Co., 340 F. App’x 359 (9th Cir. 2009) The Ninth Circuit ruled in favor of our client, reversing a district court order that had dismissed a case involving soda labeling. The Ninth Circuit recognized the “benefit of the bargain” theory for standing in consumer class actions and held that plaintiff stated a claim based on his allegations that “he purchased beverages that he otherwise would not have purchased in absence of the alleged misrepresentations [and] lost the purchase price, or part thereof, that he paid for those beverages.” After the case was remanded, it was eventually certified and became one of the first food and beverage labeling cases certified in the Northern District of California. Chavez v. Blue Sky Natural Beverage Co., 268 F.R.D. 365 (N.D.Cal. 2010) (certifying nationwide class).

B. Important Recent District Court Cases

• Dismissal of Anticompetitive Claims Against Small Business Owners. GSLLP represented Veronica Foods, a small local distributor of “Ultra- Premium” olive oils, in a lawsuit filed by the North American Olive Oil Association, representing large olive oil producers, accusing Veronica Foods and its retailers of defaming the NAOOA and its members in North American Olive Oil Association v. D’Avolio et al., No. 16-cv-06986 (E.D.N.Y. Dec. 19, 2016). The district court agreed with Defendants’ arguments that Veronica Foods’ “UP” mark was not misleading, and that the NAOOA had failed to state any facts supporting its contention that Veronica Foods’ advertisements disparaged the NAOOA or its members. Judge Feuerstein granted Veronica’s motion to dismiss with prejudice and without leave to amend. (Dkt. #70).

2 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 11 of 40

• Denial of Motions for Summary Judgment by Peter Thomas Roth. GSLLP represents consumers in a case for fraud, false advertising, and unfair competition against prestige cosmetic company Peter Thomas Roth, based on false claims in its advertising for its Water Drench and Rose Stem Cell product lines in Kari Miller and Samantha Paulson v. Peter Thomas Roth LLC and Peter Thomas Roth Labs LLC, No. 19-cv-00698 (N.D. Cal. Dec. 19, 2016). Noting the “helpful” expert reports submitted by plaintiffs’ expert Michael Pirrung, Ph.D., the district court held that plaintiffs had presented sufficient evidence of a proper jury question as to (i) whether hyaluronic acid absorbs 1,000 times its weight in water and (ii) whether the rose stem cell products help regenerate and repair human skin. Judge Alsup denied in relevant part both PTR’s motions for summary judgment. Miller v. Peter Thomas Roth, No. 19-cv-0698 (Dkt. #104).

• Certification of Nationwide Settlement Class GSLLP represents consumers in the first, or nearly the first, case to propose a methodology for establishing predominance in a nationwide class settlement after the Ninth Circuit’s decision in In re Hyundai and Kia Fuel Economy Litig., No. 15-65014 (9th Cir. Jan. 23, 2018). The district court accepted the methodology and certified a nationwide class where the class representatives were from a variety of states that collectively represented the variations among the laws of all states. Judge Seeborg granted final approval of the settlement. Koller v. Med Foods, Inc., No. 14-cv-02400-RS (Dkt. #169).

• Arbitration and Public Injunctive Relief GSLLP represents consumers in the first, or nearly the first, case to apply McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017) to invalidate an arbitration agreement that contained a waiver of public injunctive relief. McArdle v. AT&T Mobility LLC, et al., Case No. CV-09-01117 (N.D. Cal) (Dkt. #287). This was also the first case to rule that AT&T’s arbitration provision was invalid, after the U.S. Supreme Court had upheld the enforceability of that exact provision, on other grounds, in an earlier case. AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011) (examining class action waiver). The district court held in McArdle that, despite Concepcion, the McGill ruling was not preempted by the Federal Arbitration Act, and it invalidated the arbitration agreement which purported to waive public injunctive relief in all forums.

• Pleading and Certification of Claims Where Product Quality Varies GSLLP represents consumers in two cases that were the first (or among the first) in the Northern District of California in which courts found that the named plaintiffs had standing, and then later, met the requirements for class certification, where the plaintiffs had alleged that some, but not necessarily all, of the products (olive oil) failed to meet the represented grade (extra virgin). In Koller v. Med Foods, et al., 3:14-cv-02400-RS (N.D. Cal. Jan. 6, 2015) (Dkt. #49), the defendant moved to dismiss based on its argument that the plaintiff lacked standing because he did not allege he tested the quality of the olive oil that he purchased and it was theoretically possible that the oil he purchased met the standard for extra virgin. The court rejected the argument, finding that “[i]n the event [plaintiff] is able to prove his allegations that the oil generally does not

3 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 12 of 40

warrant that label because of its quality when first bottled and/or because of [defendant’s] packaging and handling practices, it would hardly be a defense that some bottles may nevertheless meet the minimum standards when purchased.” Id. at 6; see also Kumar v. Salov N. Am. Corp., No. 14-CV-2411-YGR, 2015 U.S. Dist. LEXIS 12790, at *13 (N.D. Cal. Feb. 3, 2015) (denying dismissal based on standing and holding that “[w]hether some bottle of olive oil might not have degraded, despite the mixing, packaging, and shipping defects alleged, does not defeat the claim.”). The defendant in one of the cases raised similar unsuccessful arguments in opposition to certification. Koller v. Med Foods, Inc., No. 14-cv- 02400-RS, 2017 U.S. Dist. LEXIS 141025, at *6 (N.D. Cal. Aug. 24, 2017) (finding common questions predominate and rejecting defendant’s argument that “putative class member only has claims if the specific bottle he or she purchased no longer met EVOO standards, and as a result, the liability inquiry is inherently individual and not subject to class-wide resolution”).

C. Examples of Class Settlements Obtained by GSLLP

• Carlotti v. ASUS Computer International et al., 4:18-cv-03369-DMR (N.D. Cal. June 22, 2020) (Dkt. #86) (gaming laptops) (choice of $210 credit certificate or $110 cash (or choice of $105 credit or $55 cash without certain proof of purchase) for claimants who experienced relevant issues with their laptops)

• Fitzhenry-Russell v. The Coca-Cola Company, 5:17-cv-00603-EJD (N.D. Cal. Oct. 3, 2019) (Dkt. #95) (ginger ale) ($2.45 million non-reverting common fund: $0.80 per unit purchased with a guaranteed minimum of $4.00 per household- claimant)

• In re Arctic Sentinel, Inc. (Miller v. Fuhu, Inc.), Case No. 15-bk-12465 (Bankr. D. Del. May 7, 2019) (Dkt. #1301) (electronic tablets) (up to $30 per defective tablet purchased and up to $10 per other tablet purchased)

• Fitzhenry-Russell, et al. v. Keurig Dr Pepper Inc., et al., 17-cv-00564-NC (N.D. Cal. Apr. 10, 2019) (Dkt. #350) (ginger ale) ($0.40 per unit purchased with a guaranteed minimum of $2.00 per claimant)

• Pettit v. Procter & Gamble Company, Case No. 15-cv-02150-RS (N.D. Cal. Mar. 29, 2019) (Dkt. #135) (flushable wipes) ($0.60 per package purchased)

• Koller v. Med Foods Inc., et al., Case No. 3:14-cv-02400 (N.D. Cal. Aug. 29, 2018) (Dkt. #169) (olive oil) ($7 million non-reverting common fund)

• Kumar v. Safeway Inc., Case No. RG 14726707 (Alameda County Super. Ct. Mar. 16, 2018) (olive oil) ($0.50 in cash or $1.50 in vouchers per bottle purchased)

• Rainbow Business Solutions, Inc., et al. v. MBF Leasing LLC, et al., Case No. 10- cv-01993-CW (N.D. Cal. Dec. 5, 2017) (Dkt. #730) (credit card terminal leases)

4 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 13 of 40

(refunds of overcharged property taxes and improper debits up to $9.2 million)

• Kumar v. Salov North America Corp., Case No. 14-cv-2411-YGR (N.D. Cal. July 7, 2017) (Dkt. #173) (olive oil) (per-purchase payments of $0.50 per bottle on a claims-made basis up to $5 million) (settlement upheld on appeal)

• Machlan v. Nehemiah Manufacturing Co., et al., Case No. CGC-14-538168 (San Francisco Super. Ct. June 5, 2017) (flushable wipes) ($1 per package purchased)

• Mackinnon v. IMVU, Inc., Case No. 111-cv-193767 (Santa Clara Super. Ct. Feb. 24, 2016) (online music purchases) (automatic 60% refund of amounts paid)

• Miller, et al. v. Ghirardelli Chocolate Company, Case No. 12-cv-04936-LB (N.D. Cal. Feb. 20, 2015) (Dkt. #170) (white chocolate) ($5.25 million non-reverting common fund)

• Rainbow Business Solutions, Inc., et al. v. Merchant Services, Inc., et al., Case No. 10-cv-01993-CW (N.D. Cal. Dec. 11, 2013) (Dkt. # 578) (credit card processing services) ($350 per claimant)

• Mancini, et al v Ticketmaster, et al., Case No. 07-cv-01459-DSF-JTL (C.D. Cal. Aug. 2, 2013) (Dkt. #510) (monthly coupon subscription service) ($23 million reverting common fund)

• Chavez v. Blue Sky Natural Beverage Co., et al., 3:06-cv-06609-JSW (N.D. Cal. June 1, 2012) (Dkt. #318) (soda) (50% refund of purchase price up to maximum of $100 per claimant)

• Embry v. Acer America Corp., Case No. 09–01808 JW (N.D. Cal. Feb. 4, 2012) (Dkt. #218) (computer operating system software) (cash refunds up to $50, new operating software, and/or repairs at defendant expense, to claimants)

• Witthoff v. Honest Tea, Inc., Case No. CGC-10-504987 (San Francisco Super. Ct. Jan. 10, 2012) (kombucha) (100% cash refunds to class members with proof of purchase; up to $6 in coupons to those without proof of purchase)

• Gauss v. Millennium Products, Inc., Case No. CGC-10-503347 (San Francisco Super. Ct. Nov. 22, 2011) (kombucha) (same as Witthoff)

• Cho v. Seagate Technology (US) Holdings, Inc., Case No. CGC-06-453195 (San Francisco Super. Ct. June 22, 2010) (hard disk capacity) (refunds to claimants of 5% of purchase price or drive management software valued at $40)

• Deaton et al. v. Hotwire, Case Number CGC-05-437631 (San Francisco Super. Ct., December 24, 2009) (online hotel reservation taxes and fees) (refunds on claims-made basis up to $5,490,000)

5 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 14 of 40

• Nelsen v. PeoplePC, Case No. CGC-07-460240 (San Francisco Super. Ct. Aug. 8, 2008) (subscription to dial-up Internet) (refunds up to $30 per claimant)

• Siemers v. Wells Fargo & Co. et al., 05-cv-04518 (N.D. Cal. Feb. 5, 2008) (Dkt. # 408) (securities fraud regarding mutual fund fees) (common fund of $1,098,500)

• Vroegh v. Eastman Kodak Co. et al., Case No. CGC-04-428953 (San Francisco Super. Ct. Nov. 20, 2006) (flash memory capacity) (cash refunds to claimants of 5% of purchase price or 10% discount off future purchases)

• Chavez v. Netflix, Inc., Case No. CGC-04-434884 (San Francisco Super. Ct. April 28, 2006) (DVD rental subscriptions) (free month of membership for former subscribers (retail value up to $17.99) and free month subscription upgrade for current subscribers (retail price $6.00)

• Safier v Western Digital, Case No. 3:05-cv-03353-BZ (N.D. Cal June 15, 2006) (Dkt. #45) (hard disk capacity) (hard drive management software valued at $30)

D. Selected Praise for GSLLP’s Work

Many judges have commended GSLLP’s work as class counsel. See, e.g., Fitzhenry- Russell v. The Coca-Cola Company, 5:17-cv-00603-EJD (N.D. Cal. Oct. 3, 2019) (Dkt. #95) (finding “Class Counsel has vigorously prosecuted this action through dispositive motion practice, extensive discovery, and formal mediation” and that “counsel represented their clients with skill and diligence and obtained an excellent result for the class”); Fitzhenry-Russell et al. v. Keurig Dr. Pepper, Inc., et al., Case No.17-cv-00564-NC (N.D. Cal. April 10, 2019) (Cousins, J.) (finding that GSLLP “achieved a strong result through skillful litigation and settlement negotiation”); Pettit v. Procter & Gamble Company, Case No. 15-cv-02150-RS (N.D. Cal. Mar. 29, 2019) (Dkt. #135) (Seeborg, J.) (finding that GSLLP “represented their clients with skill and diligence and obtained an excellent result for the class”); Kumar v. Salov North America Corp., Case No. 14-cv-2411-YGR (N.D. Cal. July 7, 2017) (Dkt. # 173) (Gonzales-Rogers, J.) (same); Koller v. Med Foods Inc., et al., Case No. 3:14-cv-02400 (N.D. Cal. Aug. 29, 2018) (Dkt. #169) (Seeborg, J.) (finding that GSLLP were “highly qualified counsel who, throughout this case, vigorously and adequately represented their [clients’] interests”); Kumar v. Safeway Inc., Case No. RG 14726707 (Alameda County Super. Ct. March 16, 2018) (Smith, J.) (same); Rainbow Business Solutions, Inc., et al. v. MBF Leasing LLC, et al., Case No. 10-cv-01993-CW (N.D. Cal., Dec. 5, 2017) (Dkt. #730) (Wilken, J.) (same); Mackinnon v. IMVU, Inc., Case No 111-cv- 193767 (Santa Clara Super. Ct. Feb. 24, 2016) (Kirwan, J.); Chavez v. Blue Sky Natural Beverage Co., et al., 3:06-cv-06609-JSW (N.D. Cal., June 1, 2012) (Dkt. #318) (White, J.); Embry v. Acer America Corporation, Case No. 09–cv-01808-JW (N.D. Cal. Feb. 4, 2012) (Dkt. #218) (Ware, J.) (same); Mancini, et al v Ticketmaster, et al., Case No. 07-cv-01459-DSF-JTL (C.D. Cal. August 2, 2013) (Dkt. #510) (Fischer, J.) (similar).

6 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 15 of 40

E. The Lawyers of Gutride Safier LLP

Adam J. Gutride

Mr. Gutride is a founding partner of Gutride Safier LLP and has served as co-lead counsel in each of the cases litigated by the firm.

Mr. Gutride has successfully argued several of the seminal consumer class action cases in the United States Court of Appeals for the Ninth Circuit. These include Just Film v. Buono, 847 F.3d 1108 (2017), which established that a class could be certified to pursue claims under the federal Racketeering and Corrupt Practices Act even though class members suffered different injuries; Stearns v. Ticketmaster, 655 F.3d 1015 (2011), which established that a class can be certified even without proof that all persons in the class were misled; and Chavez v. Blue Sky, 340 Fed. Appx. 359 (2009), apparently the first food labeling case decided in the Ninth Circuit, which affirmed that deceptive statements on a soda can were actionable if they motivated the purchase.

Mr. Gutride also has defeated motions to dismiss and obtained class certification and in most cases multimillion-dollar settlements in numerous other nationwide and multistate class actions involving product mislabeling, false advertising and unfair practices. His cases have involved olive oil, white chocolate, ginger ale, flushable wipes, flash memory, hard disk drives, computer operating systems, and video rentals by mail. Mr. Gutride was appointed to the Plaintiffs’ Steering Committee in In re Juul Labs, Inc., Marketing, Sales Practices, and Products Liability Litig., Case No. 19-md-02913-WHO (N.D. Cal.). Mr. Gutride spoke at the 2013 National Institute on Class Actions regarding food mislabeling.

Previously, Mr. Gutride litigated at the San Francisco based law firms of Keker & Van Ness and Orrick Herrington & Sutcliffe. During that period, Mr. Gutride represented the governor of California before the California Supreme Court and handled a nationwide securities class action against Merrill Lynch. Mr. Gutride also has served as an Instructor in Legal Research and Writing at the Hastings Law School of the University of California.

Mr. Gutride is a member of the state bar of California and several federal courts. Mr. Gutride received his juris doctorate from Yale Law School and his bachelor of arts from the University of Chicago.

Seth A. Safier

Mr. Safier is a founding partner of Gutride Safier LLP and has served as co-lead counsel in each of the cases listed above. Prior to founding Gutride Safier with Mr. Gutride, Mr. Safier was general counsel at an internet company and also worked as a litigator at Orrick Herrington & Sutcliffe. Mr. Safier also has served as an Instructor of Legal Research and Writing at the Hastings Law School of the University of California.

Mr. Safier is a member of the California State Bar and numerous federal courts. Mr. Safier received his juris doctorate from Harvard Law School and his bachelor of arts from Brandeis University.

7 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 16 of 40

Marie A. McCrary

Marie McCrary is a partner at Gutride Safier LLP. Prior to working with Gutride Safier, Ms. McCrary worked on complex litigation at Bell Nunnally & Martin LLP in Dallas and Carroll Burdick & McDonough, LLP in San Francisco. Prior to that, Ms. McCrary was an attorney at Quinn Emanuel Urquhart & Sullivan, LLP. Ms. McCrary has experience in complex matters involving contract disputes and business torts, patent and trade dress litigation, class actions, and creditors’ rights issues.

Ms. McCrary is a member of the California, Massachusetts, Texas, and Colorado bar associations. She is admitted to practice in the United States District Court in each of the following districts: the Northern District of California, the Central District of California, the Eastern District of California, the Northern District of Texas, the Southern District of Texas, the Eastern District of Texas, and the District of Massachusetts. Ms. McCrary received her juris doctorate from New York University and her bachelor of science degree from Truman State University. Ms. McCrary was the 2004 and 2005 national champion in parliamentary debate (NPDA, NPTE).

Matthew T. McCrary

Mr. McCrary is a patner at Gutride Safier LLP. Prior to working with Gutride Safier, Mr. McCrary conducted complex litigation for McDermott, Will, and Emery, LLP and Baker & McKenzie, LLP. Mr. McCrary has experience litigating complex matters involving contract disputes and business torts, white collar crime, class actions, securities and antitrust issues.

Mr. McCrary is licensed to practice law in Massachusetts, Texas, and Colorado. He is admitted to practice in the United States District Court in each of the following districts: the Northern District of Texas, the Eastern District of Texas, the District of Massachusetts, and the District of Colorado. Mr. McCrary received his juris doctorate from the University of Texas at Austin School of Law and his bachelor of arts degree from the University of North Texas. Following law school, Mr. McCrary clerked for the Ninth Circuit Court of Appeals, the Honorable Carlos T. Bea.

Mr. McCrary successfully argued the seminal consumer class action case, Davidson et al. v. Kimberly-Clark Corporation, et al., 873 F.3d 1103, in the United States Court of Appeals for the Ninth Circuit, which established that a putative class representative had Article III standing to pursue injunctive relief even though she was already on notice of the misrepresentation.

Todd Kennedy

Mr. Kennedy is of counsel at Gutride Safier LLP. Prior to working with Gutride Safier, Mr. Kennedy conducted complex litigation for Quinn Emanuel Urquhart & Sullivan, LLP. At Quinn, Todd successfully litigated some of the world’s largest patent cases, for both plaintiffs and defendants. He helped achieve complete defense jury verdicts for Google in the company’s only two patent trials—both of which were in the Eastern District of Texas, the favored venue for plaintiffs. On the plaintiffs’ side, Mr. Kennedy successfully represented Sony Electronics in enforcing ten digital television patents in a series of lawsuits spanning five jurisdictions.

8 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 17 of 40

Mr. Kennedy clerked for one year on the Eighth Circuit U.S. Court of Appeals, and two years on the U.S. District Court for the Western District of Missouri.

Mr. Kennedy is a member of the California State Bar, the Washington State Bar, and numerous federal courts. He received his juris doctorate from the Yale Law School. He received his bachelor of arts from University of Missouri.

Anthony J. Patek

Mr. Patek is an attorney at Gutride Safier LLP. Prior to working with Gutride Safier, Mr. Patek conducted complex litigation for Cooley, LLP and HelixIP LLP. At Cooley and HelixIP, Anthony represented Ronald A. Katz Technology Licensing, Inc. and Zenith Electronics in their efforts to enforce their patent portfolios against numerous infringers. Representing patent owner Evolutionary Intelligence, he defeated seven petitions for inter partes reviews, and won an eighth petition on the merits at trial before the Patent Trial and Appeal Board. He has also represented major pharmaceutical and software companies and prestigious research universities in multimillion-dollar lawsuits. He has also handled significant pro bono litigation and was the lead attorney for the petitioner in Mengstu. v. Holder, 560 F.3d 1055 (9th Cir. 2009), a decision establishing that victims of ethnicity-based civil wars are eligible for asylum.

Mr. Patek clerked for the United States District Court for the District of Nevada, the Hon. Edward C. Reed. Anthony is a former Co-Chair of the American Bar Association’s Sub- Committees on Patent Infringement and Non-Practicing Entity Litigation.

Mr. Patek is a member of the California State Bar and numerous federal courts. He received his juris doctorate from the University of California, Berkeley, Boalt Hall School of Law. He received a master of science from Stanford University and his bachelor of science from University of Michigan.

Stephen M. Raab

Mr. Raab is an attorney at Gutride Safier LLP. Prior to working with Gutride Safier, Mr. Raab handled litigation and insurance matters in the Pacific Northwest, at Forsberg & Umlauf, P.S. and Gordon & Polscer, L.L.C. Before that, Mr. Raab conducted complex litigation as a member of the Trial group in the New York office of Dorsey & Whitney LLP.

Mr. Raab is licensed in New York, Oregon, and Washington and practices in federal and state courts. He received his juris doctorate from New York University and his bachelor of arts degree from Amherst College.

Mr. Raab has obtained final approval of a class settlement with a major manufacturer of laptops and has represented plaintiffs asserting claims against large corporations in cases involving food labeling, product labeling and warranties, hidden and unlawful charges, and bait- and-switch tactics (by the dominant tax preparation companies). Previously, Mr. Raab represented insurance companies regarding coverage and exposure in complex cases, including class actions, environmental investigations and cleanups, product liability claims, medical malpractice claims, food contamination claims, software disputes, and potential bad faith liability. Mr. Raab has also previously defended a major corporation in a class action involving

9 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 18 of 40

digital cameras, helping defeat a motion for class certification in the Southern District of New York. In sum, Mr. Raab has litigated both on behalf of and against sophisticated companies, and he has prevailed for his clients on dispositive motions and on appeals.

Rajiv Thairani

Mr. Thairani is an attorney at Gutride Safier LLP. Prior to working with Gutride Safier, Mr. Thairani was a litigation associate at Latham & Watkins LLP. Mr. Thairani has experience litigating complex matters involving human trafficking, white collar crime, SEC violations and consumer class actions.

While at Latham & Watkins, Mr. Thairani helped represent 47 plaintiffs in the largest human trafficking civil action in United States history. The clients were among more than 500 Indian laborers whom Signal International illegally recruited to conduct post-Hurricane Katrina repair work in the Gulf of Mexico. After Signal International won the initial class certification battle, Latham & Watkins joined a team of firms coordinated by the Southern Poverty Law Center that filed individual suits on behalf of the plaintiffs. The action resulted in a $20 million settlement for the victims.

Mr. Thairani is a member of the New York State Bar. He received his juris doctorate from Duke University School of Law where he was awarded the Frank Warren Snepp Jr. Scholarship and was a staff editor on the Duke Journal of Constitutional Law and Public Policy. He obtained his bachelor of arts from the University of California, Los Angeles in political science.

Hayley Reynolds

Hayley Reynolds is an attorney at Gutride Safier LLP. Prior to working with Gutride Safier, Ms. Reynolds advised departments within Santa Clara County government as a deputy county counsel. Before that, Ms. Reynolds was a litigation associate at O’Melveny & Myers LLP, where she litigated complex matters involving employment, anti-trust, and intellectual property.

Ms. Reynolds also served as an adjunct faculty member at U.C. Hastings, teaching a moot court course for first year law students. Prior to law school, Hayley worked as a Legal Coordinator for the Center for Science in the Public Interest principally focused on advocating for food labeling reform.

Ms. Reynolds is a member of the California State Bar. She received her juris doctorate from U.C. Hastings. Before joining the office, Hayley completed a clerkship for Magistrate Judge Susan van Kuelen of the United States District Court for the Northern District of California.

Tekesha Geel

Ms. Geel is a lawyer at Gutride Safier LLP. Prior to joining Gutride Safier, Ms. Geel worked on complex litigation and transactional matters at King & Spalding, Motley Rice, and

10 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 19 of 40

other boutique firms in the Southeast. Ms. Geel has experience litigating matters involving mass torts, insurance coverage, defamation, privacy, and intellectual property.

Tekesha Geel has worked for plaintiffs and defendants in many high-profile cases. On behalf of plaintiffs, she assisted in prosecuting to judgment a $30 million securities class action against a semiconductor company, over statements regarding a popular computer processing chip. She successfully pursued a patent infringement claim against a large pharmaceutical corporation on behalf of a state medical university and one of its research professors. She also litigated antitrust class action claims against numerous banking entities in one of the largest rate- fixing cases to date. On the defense side, she represented a multi-national automobile manufacturer in successfully resolving over 200 class action complaints pending in a multi- district litigation with a total reported settlement value of $1.65 billion. She also helped defend several Fortune 500 companies against claims of defamation and vicarious liability.

Ms. Geel is a member of the Georgia State Bar. She received her Juris Doctorate from Emory University School of Law, where she was a Notes and Comments Editor and then Executive Managing Editor of the Emory Law Journal. While in law school, Ms. Geel worked with the Federal Trade Commission to investigate allegations of consumer fraud in the mortgage industry and potential insurance company liability for FTC judgments. Ms. Geel was selected to assist with editing the 11th edition of the seminal textbook Prosser, Wade and Schwartz’s Torts Cases and Materials.

Ms. Geel clerked for The Honorable Robert Benham of the Georgia Supreme Court. She obtained her Bachelor of Arts degree from Yale University. During college, Ms. Geel won prestigious internships at Goldman Sachs and Merrill Lynch, where she assisted with the integration of emerging technologies and implementation of data security measures.

F. Trial Experience of Gutride Safier LLP Attorneys

This section summarizes the trial experience in class and complex litigation of the attorneys in GSLLP.

In March 2020, GSLLP attorneys Mr. Gutride, Mr. Safier, Ms. McCrary, and Mr. McCrary tried to the bench the case of Saliani et al. v. Bay Area Toll Authority, et al., Case Nos. CGC-14-540384; CGC-15-549048; CGC-16-550947 (San Francisco County Superior Court). Plaintiffs alleged violations of the California Due Process Clause and California’s consumer protection law related to unlawful penalties charged for toll invoices that were not received and the denial of administrative review.

While Mr. Gutride was a student at Yale Law School, he was a member of the trial team in a class action against the U.S. Government on behalf of Haitian refugees intercepted at sea and detained at the U.S. Naval Base in Guantanamo Bay, Cuba. That case, Haitian Centers Council et al. v. Sale, 823 F. Supp. 1028 (E.D.N.Y 1993), included an 11-day bench trial. Although Mr. Gutride was a junior member of the trial team, he conducted the direct examination of a U.S. Government contractor regarding the conditions at Guantanamo and objected to the cross- examination by the Assistant U.S. Attorney. Mr. Gutride also assisted in setting trial strategy and in drafting motions in limine and proposed findings of fact. Mr. Gutride travelled to Guantanamo to interview the clients and to negotiate with U.S. Government officials about conditions.

11 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 20 of 40

More recently, Mr. Gutride assisted in the jury trial in the case of Western MacArthur Co. et al, v. USF&G, Inc., Alameda County Super. Ct. Case No. 721595, an insurance coverage case that involved underlying claims by tens of thousands of injured persons. Mr. Gutride supervised the drafting of and argued all or substantially all the motions in limine. Mr. Gutride also supervised the culling and introduction into evidence of deposition testimony from dozens of witnesses, both by way of video recordings and live readings, as well as the evidentiary objections pertaining thereto. Mr. Gutride was present at trial each day and was involved in strategy regarding jury selection, expert testimony, and other issues. The trial, before Judge Bonnie Sabraw, lasted for six weeks before the case settled for more than $900 million.

In June 2016, Mr. Gutride and Mr. Safier tried to an arbitrator the case of McArdle v. AT&T, Inc., a case alleging that AT&T violated California’s consumer protection statutes concerning the international roaming fees imposed on mobile phone subscribers for incoming calls that were not answered. The case was pled as a class action, and a motion for class certification was briefed, but Judge Claudia Wilken denied the motion without prejudice, ordered that the plaintiff arbitrate his individual claims and stayed the litigation pending arbitration.

Mr. Kennedy served on the trial teams on behalf of Google in Bright Response v. Google Inc. et al., 2:07-cv-00279 (E.D. Tex.) and Function Media, L.L.C. v. Google, Inc. et al., 2:07-cv- 00371 (E.D. Tex.), which involved highly technical cases of patent infringement. In both cases, he and his team achieved complete jury verdicts of invalidity and non-infringement for Google. Mr. Kennedy prepared the expert and fact witnesses for direct and cross-examination, drafted the cross-examination of the inventor, drafted motions in limine and responses and objections to exhibits, made deposition designations, and drafted and assisted in the preparation of the closing statement.

Ms. McCrary was second-chair on the trial team in Freight Train Advertising, LLC v. Chicago Rail Link, L.L.C., Case No. 11-cv-2803 (N.D. Ill.), a contract and false representations case, in which both parties alleged breach of a multimillion-dollar contract involving outdoor advertising. The case proceeded to a bench trial at which Ms. McCrary conducted cross- examination and argued to the court.

Mr. McCrary served on the trial team in Adams v. Pilgrim’s Pride Corp., No. 2:09-CV- 397 (E.D. Tex.), a mass action involving thousands of poultry growers who brought federal antitrust claims under the Packer’s and Stockyard’s Act against Pilgrim’s Pride Corporation, as well as claims under various state deceptive trade practices acts. The case proceeded in three separate trials, all to the bench. At the trials, Mr. McCrary cross-examined multiple adverse witnesses, made objections to opposing counsel's direct examinations, prepared motions for judgment as a matter of law, responded to a motion to strike the economics expert, and prepared trial briefs on various legal issues.

12 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 21 of 40

APPENDIX A

Gutride Safier LLP was appointed class counsel to represent consumers, small businesses, employees and investors in each of the following cases:

Food and Beverage Labeling

• Fitzhenry-Russell v. The Coca-Cola Company, 5:17-cv-00603-EJD (N.D. Cal.) (plaintiffs alleged violation of California’s consumer protection laws for the false advertising of Seagram’s ginger ale as “made with real ginger”)

• Fitzhenry-Russell, et al. v. Dr. Pepper Snapple Group, Inc., et al., 4:17-cv-00564- NC (N.D. Cal.) (plaintiffs alleged violation of California’s consumer protection laws for the false advertising of Canada Dry ginger ale as “made from real ginger”)

• Koller v. Med Foods Inc., et al., Case No. 3:14-cv-02400 (N.D. Cal.) (plaintiff alleged violation of California’s consumer protection laws for the false advertising of the Bertolli and Carapelli brand olive oils as “extra virgin” and “imported from Italy” when the olive oils do not originate from Italy and do not meet the requirements for “extra virgin” olive oil)

• Kumar v. Salov North America Corp., Case No. 14-cv-2411-YGR (N.D. Cal.) (plaintiff alleged violation of California’s consumer protection laws for the false advertising of the Filippo Berio brand olive oils as “imported from Italy” when the olive oils do not originate from Italy)

• Kumar v. Safeway Inc., Case No. RG 14726707 (Alameda County Superior Court) (plaintiff alleged violation of California’s consumer protection laws for the false advertising of Safeway Select brand olive oils as “extra virgin” and “imported from Italy” when the olive oils do not originate from Italy and do not meet the requirements for “extra virgin” olive oil)

• Miller, et al. v. Ghirardelli Chocolate Company, Case No. 12-cv-04936-LB (N.D. Cal.) (plaintiffs alleged violation of California’s consumer protection laws for the false advertising of baking chips as containing white chocolate even though they did not, and falsely labeling some products as “all natural” though they were made with non-natural ingredients)

• Witthoff v. Honest Tea, Inc., Case No. CGC-10-504987 (San Francisco County Superior Court) (plaintiff alleged violation of California’s consumer protection laws for the false advertising of the kombucha beverages, a fermented tea drink, as a non- alcoholic beverage despite the fact that the beverage continued to ferment after leaving the factory, allowing the alcohol content of the beverage to be as high as 3%)

• Gauss v. Millennium Products, Inc., Case No. CGC-10-503347 (San Francisco County Superior Court) (plaintiff alleged violation of California’s consumer protection laws for the false advertising of the “GT’s Kombucha” and “Synergy” brands of kombucha beverages, fermented tea drinks, as a non-alcoholic beverage

13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 22 of 40

despite the fact that the beverages continued to ferment after leaving the factory, allowing the alcohol content of the beverage to be as high as 3%)

• Chavez v. Blue Sky Natural Beverage Co., et al., 3:06-cv-06609-JSW (N.D. Cal.) (plaintiff alleged violation of California’s consumer protection laws for the false advertising of the Blue Sky beverages as made in and/or originated from Santa Fe, New Mexico when the beverages were not manufactured in Santa Fe or New Mexico)

Product Labeling

• Carlotti v. ASUS Computer International et al., 4:18-cv-03369-DMR (N.D. Cal.) (plaintiff alleged breaches of warranties and violations of California’s consumer protection laws related to deceptive marketing of ASUS gaming laptops and related to manufacturing and design defects in the laptops)

• Pettit v. Procter & Gamble Company, Case No. 15-cv-02150-RS (N.D. Cal.) (plaintiff alleged violation of California’s consumer protection laws for false advertising of the Charmin Freshmates flushable wipes as being “flushable” when the wipes are not suitable for flushing and clog household plumbing and city sewers)

• Machlan v. Nehemiah Manufacturing Co., et al., Case No. CGC-14-538168 (San Francisco County Superior Court) (plaintiff alleged violation of California’s consumer protection laws for false advertising of Kandoo flushable wipes advertising as being “flushable” when the wipes are not suitable for flushing and clog household plumbing and city sewers)

• In re Arctic Sentinel, Inc. (Miller v. Fuhu, Inc.), Case No. 15-bk-12465 (Bankr. D. Del.) (plaintiff alleged violation of California’s consumer protection laws related to the Nabi tablets, which were sold with defective power adapters that did not recharge the tablets)

• Embry v. Acer America Corporation, 09-cv-01808-JW (N.D. Cal.) (plaintiff alleged violation of California’s consumer protection laws for false advertising of its computers as including a specified version of Microsoft Windows despite the computers not including the software, which resulted in users typically losing their user-installed applications and user files if the computer’s hard drive failed)

• Cho v. Seagate Technology (US) Holdings, Inc., Case No. CGC-06-453195 (San Francisco County Superior Court) (plaintiff alleged violation of California’s consumer protection laws related to Seagate overstating the storage capacity of its computer hard drives by approximately 7 percent)

• Vroegh v. Eastman Kodak Co. et al., Case No. CGC-04-428953 (San Francisco County Superior Court) (plaintiff alleged violation of California’s consumer protection laws related to Eastman Kodak Co. overstating the storage capacity of flash memory drives by approximately 4 percent)

14 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 23 of 40

• Safier v Western Digital, Case No. 3:05-cv-03353-BZ (N.D. Cal) (plaintiff alleged violation of California’s consumer protection laws related to Western Digital overstating the storage capacity of hard disk drives by approximately 4 percent)

Subscriptions and Online Purchasing Fraud

• Mackinnon v. IMVU, Inc., Case No. 1-11-cv-193767 (Santa Clara County Superior Court) (plaintiff alleged violation of California’s consumer protection laws related to the limited playback of audio products that consumers purchased for real money to play in the IMVU virtual universe).

• Deaton v. Hotwire, Inc., Case No. CGC-05-437631 (San Francisco County Superior Court) (plaintiff alleged violation of California’s consumer protection laws related to Hotwire’s added “service fees” to each hotel reservation made on its website for “taxes and fees” that were actually variable amounts designed to disguise the true cost of the room)

• Nelsen v. PeoplePC, Inc., Case No. CGC-07-460240 (San Francisco County Superior Court) (plaintiff alleged violation of California’s consumer protection laws related to PeoplePC’s practice of continuing to charge customers for its dialup Internet service even when they requested cancellation)

• Mancini, et al. v. Ticketmaster et al., 2:07-cv-01459-DSF-JTL (C.D. Cal.), (plaintiff alleged violation of the federal Electronic Funds Transfer Act and consumer protection laws related to Defendants failure to disclose to customers on Ticketmaster’s website that they would be enrolled in an online coupon service with reoccurring charges)

• Chavez v. Netflix, Inc., Case No. CGC-04-434884 (San Francisco County Superior Court) (plaintiff alleged violation of California’s consumer protection laws related to Netflix advertising its online video rental service)

Securities

• Siemers v. Wells Fargo & Co. et al., Case No. 05-4518 WHA (N.D. Cal.) (plaintiff alleged violation of §12(a)(2) of the Securities Act of 1933 and §10(b) of the Securities Exchange Act of 1934 related to an undisclosed kickback scheme)

Employment

• Haven v Betz & Sons, Case No. CGC-05-438719 (San Francisco County Superior Court) (plaintiff alleged violation of California’s wage and hour laws)

Toll Processing/Government

• Saliani et al. v. Bay Area Toll Authority, et al., Case Nos. CGC-14-540384; CGC- 15-549048; CGC-16-550947 (San Francisco County Superior Court) (plaintiffs allege violation of the California Due Process Clause and California’s consumer

15 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 24 of 40

protection law related to unlawful penalties charged for toll invoices that were not received and the denial of administrative review)

Small Business Leasing and Credit Card Processing

• Rainbow Business Solutions, Inc., et al. v. MBF Leasing LLC, et al., Case No. 10-cv- 01993-CW (N.D. Cal.) (plaintiffs alleged violation of state and federal laws including violations of the Racketeer Influenced and Corrupt Organizations Act and Fair Credit Reporting Act relating to the illegal collection of taxes on leased equipment, resulting in small businesses being overcharged)

Undisclosed Charges

• McArdle v. AT&T Mobility LLC, et al., Case No. CV-09-01117 (N.D. Cal) (plaintiff alleges violation of California’s consumer protection laws related to AT&T Mobility’s practice of unlawfully charging customers exorbitant international roaming rates for calls they did not answer and voicemails they did not check while traveling abroad)

16 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 25 of 40

APPENDIX B

In addition, Gutride Safier LLP is currently serving as plaintiffs’ counsel of record in each of the following cases with class allegations in which a class has not yet been certified:

Food and Beverage Labeling

• Lauchung-Nacarino v. Hostess Brands, Inc. et al., Case No. 3:20-cv-05971 (N.D. Cal.) (plaintiff alleges violations of consumer protection laws for falsely advertising Carrot Cake Donettes, which contain no carrot cake)

• Minor v. Baker Mills, Inc. et al., Case No. 3:20-cv-02901 (N.D. Cal.) (plaintiff alleges violations of consumer protection laws for false advertising regarding the amount of protein in defendants’ pancake and waffle mixes)

• Niles v. Beverage Marketing USA, Inc., Case No. 2:19-cv-01902-EJD (E.D.N.Y.) (plaintiffs allege violations of consumer protection laws for the false advertising of Arizona Green Tea with Ginseng and Honey as containing ginseng and “ginseng for energy”)

• Reed v. General Mills, Inc., Case No. 2:19-cv-00005-JCC (W.D. Wash.) (plaintiffs allege violations of consumer protection laws for the false advertising of Cascadian Farm products as purportedly grown on a farm in Skagit Valley)

Product Labeling

• In re Juul Labs, Inc., Marketing, Sales Practices, and Products Liability Litig., Case No. 19-md-02913-WHO (N.D. Cal.) (plaintiffs allege violations of consumer protection laws related to the marketing of e-cigarettes, and product liability claims related to the e-cigarettes) (Adam Gutride appointed to Plaintiffs’ Steering Committee) (Dkt. #341)

• Clair et al. v. Peter Thomas Roth, LLC et al., Case No. 1:20-cv-01220 (S.D.N.Y.) and Miller v. Peter Thomas Roth, LLC, Case No. 5:19-cv-00698-WHA (N.D. Cal.) (plaintiffs allege violations of California’s consumer protection laws for the false advertising of “Water Drench” and “Rose Stem Cell” skin care products)

• Scanlon v. Curtis International Ltd. et al., Case No. 19-CV-01882 (Merced County Super. Ct.) (plaintiff alleges violations of California’s consumer protection laws for false advertising concerning the brightness of home theater projectors)

Other Deceptive Practices

• Elgindy et al. v. AGA Service Co. et al., Case No. 4:20-cv-06304 (N.D. Cal.) (plaintiffs allege violations of consumer protection laws related to defendants’ deceptive, unfair, and unlawful acts and practices in charging consumers hidden fees in connection with travel insurance and event ticket insurance)

17 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 26 of 40

• Dobner v. StubHub, Inc., Case No. 3:20-cv-04786 (plaintiff alleges common law claims and violations of consumer protection laws related to defendants’ deceptive, unfair, and unlawful acts and practices in failing to provide refunds for postponed and rescheduled live events) (consolidated under In re StubHub Refund Litigation, Case No. 4:20-md-02951-HSG)

• Hansen v. Ticketmaster Entertainment, Inc. et al., Case No. 3:20-cv-02685 (plaintiff alleges common law claims and violations of consumer protection laws related to defendants’ deceptive, unfair, and unlawful acts and practices in failing to provide refunds for postponed and rescheduled live events)

• Snow et al. v. Eventbrite Inc., Case No 3:20-cv-03698 (plaintiff alleges common law claims and violations of consumer protection laws related to defendants’ deceptive, unfair, and unlawful acts and practices in failing to provide refunds for postponed and rescheduled live events)

• Taylor v. Shutterfly Inc., Case No. 5:18-cv-00266 (plaintiff allege violations of consumer protection laws related to defendants’ deceptive, unfair, and unlawful acts and practices in selling Groupon deals for the purchase of photo products)

• Cullen et al. v. Shutterfly Lifetouch, LLC et al., Case No. 5:20-cv-06040-BLF (N.D. Cal.) (plaintiffs allege violations of consumer protection laws related to defendants’ deceptive, unfair, and unlawful acts and practices in sending unsolicited photographs to households with a request for payment)

• Brekhus et al. v. Google LLC et al., Case No. 5:20-cv-05488-BLF (N.D. Cal. (plaintiffs allege violations of consumer protection laws, privacy laws, and wiretap laws related to defendants’ deceptive, unfair, and unlawful acts and practices in recording audio in customers’ homes)

• Moretti v. The Hertz Corporation, et al., Case No. 1:14-cv-00469-LPS (Del.) (plaintiff alleges violations of consumer protection laws related to Hertz, Dollar, Thrifty and Firefly brand rental cars advertising in rates in U.S. dollars during the online reservation process and advertising insurance as “optional,” but converting the cost to pesos at an inflated exchange rate and charging a mandatory insurance fee when consumers pick up the cars in Mexico) (stayed and subject to bankruptcy proceeding In re The Hertz Corporation, Case No. 1:20-bk-11218 (D. Del.)

• Olosoni et al. v. H&R Block, Inc., et al., Case No. 3:19-cv-03610-SK (N.D. Cal.) (plaintiffs allege violations of consumer protection laws related to defendants’ deceptive, unfair, and unlawful acts and practices in steering taxpayers into paid services, rather than the free filing services they are seeking and to which the taxpayers are entitled)

18 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 27 of 40

EXHIBIT B Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 28 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? Ordinary Income/Expense Expense Arbitrators/Mediators (E121) 47,991.78 11/19/14 JAMS 4,750.00 3/13/15 JAMS 25.00 8/5/15 Antonio Piazza 10,000.00 1/8/18 JAMS FUHU mediation 5,000.00 1/22/18 JAMS FUHU 575.00 2/14/18 JAMS Fuhu - 1/1 - 1/31/18 2,650.67 3/9/18 JAMS Fuhu 144.87 4/20/20 JAMS 11,000.00 x 9/3/20 JAMS 8,000.00 x unpaid JAMS 5,846.24 x 47,991.78

Court Fees (E112) 435.00 7/14/14 Janney and Janney Summons, Complaint, Civil Cover Sheet 435.00

Delivery Svcs & Msgrs (E107) 4,564.55 7/7/14 - Filing of Summons, Complaint, Civil 7/14/14 Janney and Janney Cover Sheet 127.50 7/18/14 Janney and Janney 7/15/14 - Process Serving on Fuhu, Inc. 95.00 10/2/14 S&R Services Subpoena to Produce Docs served on Best Buy 55.00 10/3/14 S&R Services Subpoena to Produce Docs served on Toys-R-Us 55.00 12/3/14 S&R Services 12/5/14Chambers - Reply Copy ISO for MotionJudge Sagarto Strike - LASC 115.00 12/11/14 Janney and Janney SubpoenaCentral to Produce Docs served on 30.00 2/9/15 S&R Services Amazon.com 135.00 2/9/15 S&R Services Subpoena to Produce Docs served on Costco 25.00 2/9/15 S&R Services Subpoena to Produce Docs served on Wal-Mart 25.00 2/9/15 S&R Services Subpoena to Produce Docs served on Sam'sTarget 45.00 2/9/15 S&R Services West 55.00 3/2/15 Janney and Janney S. Safier 112.00 3/10/15 Janney and Janney S. Safier 47.00 3/31/15 Janney and Janney S. Safier 30.00 5/20/15 Janney and Janney S. Safier 101.00

Page 1 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 29 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New?

5/29/15 Janney and Janney SubpeonaS. Safier to Produce Docs served on Bluestem 83.00 6/17/15 S&R Services SubpoenaBrands to Produce Docs served on D&H 135.00 6/17/15 S&R Services SubpoenaDistributing to Produce Docs served on Fry's 135.00 6/17/15 S&R Services SubpoenaElectronics to Produce Docs served on Micro 45.00 6/17/15 S&R Services SubpoenaElectronics to Produce Docs served on BJ's 135.00 6/17/15 S&R Services SubpoenaWholesale to Club Produce Docs served on Sears 135.00 6/17/15 S&R Services SubpoenaHoldings to Produce Docs served on Gregg 100.00 6/17/15 S&R Services Appliances 135.00 6/17/15 S&R Services Subpoena to Produce Docs served on Zulily 100.00 6/17/15 S&R Services Subpoena to Produce Docs served on FundacionRadioshack 150.00 6/18/15 S&R Services La Curacao 55.00 Subpoena to Produce Docs served on RC Willey 6/18/15 S&R Services SubpoenaHome Furnishings to Produce Docs served on ABT 55.00 6/18/15 S&R Services Electronics 135.00 6/22/15 S&R Services Subpoena to Produce Docs on Best Buy 55.00 6/22/15 S&R Services Subpoena to Produce Docs served on Costco 45.00 6/23/15 S&R Services Subpoena to Produce Docs servedsvd on B&Hon Nebraska Foto 135.00 6/23/15 S&R Services SubpoenaFurniture Martto Produce Docs served on Electronic 135.00 6/23/15 S&R Services Express 135.00 6/25/15 S&R Services Subpoena to Produce Docs served on Sam'sWal-Mart 35.00 6/25/15 S&R Services West 45.00 6/25/15 S&R Services Subpoena to Produce Docs served on Target 55.00 6/29/15 S&R Services Subpoena to Produce Docs served on TigerDirect 270.00 7/6/15 Janney and Janney 4/24/157/1/15 - -Rush Deliver Filing, docs USDC to Expert Kendyl Roman, 75.00 7/16/15 S&R Services Sunnyvale 150.00 7/20/15 S&R Services Pl'sDeliver Highly docs Conf to Kerr Mediation Wagstaffe Stmt, svd on Antonio 120.00 8/25/15 S&R Services 8/18/15Piazza - Copy Work, Research LA Superior, 45.00 8/28/15 Janney and Janney Stanley Mosk 145.65 10/29/15 Janney and Janney 10/26/15 - Joint Stip Filng and Courtesy Copies 97.00 11/6/15 Janney and Janney 11/23/15S. Safier - Rush Filing - Joint Stip and Motion to 365.40 12/1/15 Janney and Janney Compel 206.00 4,564.55

Page 2 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 30 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? Deposition Transcripts (E115) 18,699.42 2/25/15 David Kuachadze Videographer 225.00 3/11/15 David Kuachadze Videographer 294.00 4/15/15 Nogara Reporting Service 2/27/15 - Lisa Lee and Jason Kuo 1,743.25 4/15/15 Nogara Reporting Service 2/25/15 - Eric Gist 1,457.95 5/7/15 David Kuachadze 200.00 10/19/15 Veritext 2,408.10 11/7/15 Harmonichum Videographer, Depo of Keith Ugone, Ph.D. 500.00 11/9/15 Anthony Henin Videographer, 10/26/15 - 11/2/15 1,175.00 12/29/15 Nogara Reporting Service 10/16/15, Keith Ugone, Ph.D 3,116.37 12/29/15 Nogara Reporting Service 5/7/15, PMK, Steven Hsieh 1,807.50 12/29/15 Nogara Reporting Service 10/20/15, John Hauser, Sc.D. 2,875.95 4/28/16 Esquire Deposition Solutions 9/30/15, Dennis J. Michael, Ph.D. 885.80 12/14/16 US Legal 7/17/15, Scott Miller 2,010.50 18,699.42

Experts (E119) 133,369.50 6/10/15 Economics and Technology Inc. 5,000.00 6/30/15 JMDSTAT Consulting 5,250.00 7/1/15 Economics and Technology Inc. 8,375.00 7/2/15 MediaFrame, Inc. 32,000.00 10/15/15 Economics and Technology Inc. 9,550.00 10/15/15 MediaFrame, Inc. 6,000.00 11/7/15 Economics and Technology Inc. 36,815.50 11/7/15 JMDSTAT Consulting 2,399.00 11/9/15 MediaFrame, Inc. 15,750.00 12/14/15 JMDSTAT Consulting 9,030.00 1/6/16 JMDSTAT Consulting 700.00 7/11/16 MediaFrame, Inc. 2,500.00 133,369.50

Legal & Professional Fees 18,376.33 6/15/16 Fox Rothschild LLP 1,811.00 7/22/16 Fox Rothschild LLP 4,891.76

Page 3 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 31 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? 8/31/16 Fox Rothschild LLP 117.70 10/24/16 Fox Rothschild LLP 89.00 11/18/16 Fox Rothschild LLP 356.00 12/22/16 Fox Rothschild LLP 445.00 3/10/17 Fox Rothschild LLP 89.00 5/29/19 Fox Rothschild LLP 793.00 6/24/19 Fox Rothschild LLP 392.00 10/2/19 Fox Rothschild LLP 2,681.18 x 3/5/20 Fox Rothschild LLP 1,710.69 x unbilled Fox Rothschild LLP expected for remaining services 5,000.00 x 18,376.33

Litigation Sup Vendors (E118) 596.00 7/6/15 Janney and Janney 7/1/15 - Document Prep for Rush Filing at USDC 596.00

Local Travel (E109) 1,483.20 9/22/14 S. Safier 60 miles @ $0.56 33.60 12/12/14 Embarcadero Parking S. Safier, Mediation 33.00 12/24/14 CCSF MTA Civic Cntr Garage S. Safier 1.00 12/26/14 Fuhu, Inc. S. Safier 0.50 12/30/14 S. Safier 2014 Mileage @ $0.56 56.00 12/30/14 A. Gutride 2014 Mileage 11.20 2/12/15 CCSF MTA Civic Cntr Garage S. Safier 0.50 2/13/15 CCSF MTA Civic Cntr Garage S. Safier 1.00 2/16/15 Uber S. Safier 10.96 2/19/15 SFMTA Civic Center S. Safier 4.50 2/19/15 CCSF MTA Civic Cntr Garage S. Safier 0.25 2/19/15 Uber S. Safier 13.83 2/19/15 Lyft S. Safier 11.28 2/19/15 Uber S. Safier 6.91 2/20/15 Uber S. Safier 12.09 2/27/15 Yellow Cab S. Safier - 30b6 Depo 25.00 2/28/15 Uber S. Safier - 30b6 Depo 35.95 3/23/15 CCSF MTA Civic Cntr Garage S. Safier 2.50

Page 4 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 32 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? 3/28/15 CCSF MTA Civic Cntr Garage S. Safier 2.75 4/1/15 CCSF MTA Civic Cntr Garage S. Safier 2.25 4/30/15 CCSF MTA Civic Cntr Garage S. Safier 0.50 4/30/15 CCSF MTA Civic Cntr Garage S. Safier 1.25 5/4/15 S. Safier 60 miles @ $0.575 34.50 5/7/15 Howard Hughes Center S. Safier - Depo of Hsieh 20.00 5/7/15 Authorized Taxicab A. Gutride - Depo of Hsieh 4.00 6/4/15 Ampco Parking S. Safier - Meeting with Weir and Selwyn 15.50 6/11/15 CCSF MTA Civic Cntr Garage S. Safier 1.25 6/15/15 Fuhu, Inc. T. Kennedy 0.50 7/2/15 CCSF MTA Civic Cntr Garage S. Safier 1.00 7/16/15 Uber S. Safier - Miller Depo 19.31 7/16/15 Uber S. Safier - Miller Depo 68.85 7/18/15 Uber S. Safier - Miller Depo 10.53 7/18/15 Uber S. Safier - Miller Depo 17.47 7/19/15 Uber S. Safier - Miller Depo 6.39 7/20/15 Uber S. Safier - Miller Depo 7.52 7/20/15 Uber S. Safier - Miller Depo 68.85 7/20/15 Uber S. Safier - Miller Depo 20.39 8/27/15 Uber S. Safier - Mediation 29.53 8/28/15 Uber S. Safier - Mediation 24.53 8/28/15 Uber S. Safier - Mediation 9.30 8/28/15 Uber S. Safier - Mediation 20.11 8/29/15 Lyft S. Safier - Mediation 5.00 8/30/15 Uber S. Safier - Mediation 10.76 8/30/15 Uber S. Safier - Mediation 10.88 8/30/15 Uber S. Safier - Mediation 8.76 8/31/15 Uber S. Safier - Mediation 5.75 10/22/15 Uber S. Safier - Gist Deposition 7.54 10/23/15 Uber S. Safier - Gist Deposition 17.66 10/24/15 Uber S. Safier - Gist Deposition 31.97 11/4/15 Matt McCrary Expense Reimbursement for October Depositions 279.94 11/8/15 Uber S. Safier 25.76 11/8/15 Uber S. Safier 24.65

Page 5 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 33 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? 11/11/15 Lyft S. Safier 28.01 11/12/15 Uber S. Safier 13.46 11/16/15 Lyft S. Safier - Hearing on Motion for Class Cert 5.65 11/16/15 Lyft S. Safier - Hearing on Motion for Class Cert 26.33 11/16/15 Andale A. Gutride - Hearing on Motion for Class Cert 3.13 12/16/15 Uber A. Gutride - FUHU Initial Creditors Committee Meeting 43.82 12/16/15 Uber A. Gutride - FUHU Initial Creditors Committee Meeting 54.53 10/31/16 S. Safier 40 miles @ $0.54 21.60 12/31/16 A. Gutride 2016 Mileage 32.40 3/13/17 SFMTA Mission Garage A. Gutride - Meeting with Trustee 9.50 12/30/17 A. Gutride 2017 Mileage 32.10 1/27/18 Lyft S. Safier - Mediation 54.44 1/27/18 Uber S. Safier - Mediation 34.42 1/27/18 Uber S. Safier - Mediation 18.29 12/31/18 A. Gutride 2018 Mileage 16.35 12/31/19 A. Gutride 2019 Mileage 14.15 x 1,483.20

Meals (E111) 3,411.12 9/22/14 S. Safier Haring on Motion to Strike 32.00 12/12/14 Peets Coffee/Tea S. Safier 5.40 12/13/14 Royal Exchange S. Safier 40.70 1/17/15 Sorabol, Rincon Center A. Gutride 21.62 2/19/15 Philz Coffee Inc S. Safier 7.00 2/19/15 Park Tavern S. Safier 155.06 2/24/15 Southwest Airlines S. Safier - 30b6 Depo 5.00 2/25/15 Versailles Restaurant S. Safier - 30b6 Depo 54.22 2/25/15 Inti Peruvian Restaurant S. Safier - 30b6 Depo 73.03 2/26/15 Blue Plate Oysterette S. Safier - 30b6 Depo 193.16 2/27/15 T1 Home Turf S. Safier - 30b6 Depo 21.51 2/27/15 Double H. Club S. Safier - 30b6 Depo 12.00 2/28/15 Southwest Airlines S. Safier - 30b6 Depo 5.00 2/28/15 Hacienda Hotel S. Safier - 30b6 Depo 20.00 3/18/15 El Pescador Fish Market S. Safier 99.45

Page 6 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 34 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? 5/7/15 T1 Home Turf S. Safier - Hsieh Depo 38.77 5/7/15 Ricos Taco El Tio S. Safier - Hsieh Depo 9.00 5/7/15 Souplantation A. Gutride - Hsieh Depo 10.24 5/8/15 Southwest Airlines S. Safier - Hsieh Depo 5.00 7/17/15 Hard Water A. Gutride 30.10 8/28/15 Philz Coffee Inc S. Safier 4.00 8/28/15 Perbacco S. Safier 57.98 9/18/15 Saigan San Francisco Express A. Gutride - Mike Dennis Depo 16.25 10/9/15 Saigan San Francisco Express A. Gutride - K. Roman Depo 19.50 10/16/15 Mixt Greens A. Gutride - Expert Depo 12.29 11/16/15 Starbucks A. Gutride - Class Cert Hearing 9.37 12/17/15 Zahav A. Gutride - FUHU Initial Creditors Committee Meeting 87.42 12/17/15 Lowes Philadelphia A. Gutride - FUHU Initial Creditors Committee Meeting 24.00 12/17/15 Smashburger A. Gutride - FUHU Initial Creditors Committee Meeting 8.28 12/18/15 Jet Rock Bar & Grill A. Gutride - FUHU Initial Creditors Committee Meeting 13.50 1/6/16 Fish S. Safier - Meeting with M. Sweet 60.00 1/6/16 Manpuku Restaurant A. Gutride - Meeting with M. Sweet 45.52 1/19/16 Washington Street Ale House A. Gutride - Auction 34.00 3/7/17 Homage S. Safier 44.68 5/15/17 Cosmopolitan Milos, Las Vegas S. Safier - Trustee's Meeting 550.24 5/16/17 Fogo De Chao, Las Vegas A. Gutride - Trustee's Meeting 280.07 5/29/17 Scott Miller Fuhu expense reimbursement 246.17 1/27/18 Katz Deli S. Safier - Mediation 93.35 1/28/18 Pick A Bagel S. Safier - Mediation 17.53 1/28/18 Korean Expres S. Safier - Mediation 19.69 1/29/18 Donahues Steak House NY S. Safier - Mediation 201.70 1/29/18 Bun Mee SFO A. Gutride - Mediation 10.93 1/29/18 Amali A. Gutride - Mediation 179.87 1/29/18 Hotel 50 Bowery A. Gutride - Mediation 37.57 1/30/18 Corvo Coffee A. Gutride - Mediation 8.62 1/31/18 Kubeh A. Gutride - Mediation 271.90 1/31/18 Vin Sur Vingt A. Gutride - Mediation 62.89 1/31/18 Seymore's A. Gutride - Mediation 53.73 1/31/18 Calle Dao A. Gutride - Mediation 101.81

Page 7 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 35 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? 3,411.12

Online Research (E106) 1,548.87 Pacer 669.07 x LA Superior Court S. Safier 2.00 x Lexis Nexis 877.80 x 1,548.87

Other (E124) 413.63 6/13/14 Best Buy T. Kennedy - Product for Research 192.14 12/18/14 Best Buy S. Safier - Product for Research 198.74 10/19/15 Staples Marie McCrary - Supplies 14.97 10/16/15 Walgreens A. Gutride - Expert Depo 7.78 413.63

Out-of-Town Travel (E110) 32,913.21 9/12/14 Southwest Airlines S. Safier - 9/22/14 - to LAX Hearing on Motion to Strike 166.20 9/22/14 Union Station Fly Away S. Safier - Hearing on Motion to Strike 16.00 9/22/14 SFO Parking S. Safier - Hearing on Motion to Strike 36.00 1/20/15 United Air Scott Miller, 2/18/15, Orlando to San Francisco 187.06 1/20/15 United Air Karen Harmon, 2/18/15, Orlando to San Francisco 187.06 2/17/15 Ritz-Carlton, San Francisco 2/18 - 2/22/15 1,925.00 2/22/15 United Airlines S. Safier, Baggage Charge to Orlando 50.00 2/22/15 Uber S. Safier 68.85 2/22/15 Ritz Carlton, San Francisco S. Safier 173.88 2/22/15 Ritz Carlton, San Francisco S. Safier 32.63 2/24/15 Southwest Airlines S. Safier, SF to LA & Return - 30b6 Depo 148.20 2/24/15 S. Safier Tips in LA - 30b6 Depo 40.00 2/26/15 Parking Meter, Santa Monica S. Safier - 30b6 Depo 3.25 2/27/15 Enterprise S. Safier - 30b6 Depo 100.86 2/27/15 Gasoline in LA S. Safier - 30b6 Depo 30.00 2/27/15 Ritz Carlton, Marina Del Rey S. Safier - 30b6 Depo 1,494.01 3/11/15 Scott Miller Travel Reimbursement for Feb 2015 trip 394.83 4/26/15 Southwest Airlines S. Safier - Hsieh Depo 348.00

Page 8 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 36 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? 4/29/15 Southwest Airlines S. Safier - Hsieh Depo 348.00 5/4/15 Union Station Fly Away S. Safier - Hsieh Depo 16.00 5/4/15 SFO Parking S. Safier - Hsieh Depo 36.00 5/5/15 Southwest Airlines A. Gutride - Hsieh Depo 502.00 5/6/15 Hotwire S. Safier - Hsieh Depo 117.81 5/7/15 Arco S. Safier - Hsieh Depo 4.91 5/7/15 Alamo Rent-A-Car S. Safier - Hsieh Depo 28.76 5/7/15 Taxi-Pass.com Oakland A. Gutride - Hsieh Depo 58.50 5/7/15 Uber A. Gutride - Hsieh Depo 25.69 5/7/15 Bell Cab Management A. Gutride - Hsieh Depo 21.75 5/8/15 SFO Parking S. Safier - Hsieh Depo 72.00 6/19/15 United Air Scott Miller, 7/15/15, Orlando to San Francisco 889.20 6/21/15 United Airlines Karen Harmon, Orland to San Francisco 885.20 6/21/15 United Airlines Karen Harmon, Orland to San Francisco 25.00 7/20/15 Chevron, La Jolla S. Safier 73.28 7/20/15 Ritz Carlton, San Francisco Plaintiff's Depo - 7/15 - 7/20/15 3,333.45 7/20/15 Ritz Carlton, San Francisco Plaintiff's Depo 18.49 7/26/15 Scott Miller Travel Reimbursement for Plaintiff's Depo 1,095.66 8/6/15 United Airlines 8/26/15, Karen Harmon, FUHU Mediation 414.20 8/6/15 United Airlines 8/26/15, Scott Miller, FUHU Mediation 414.20 8/25/15 Four Seasons, San Francisco 8/24 - 8/31/15, Miller, FUHU Mediation 2,239.36 8/31/15 Four Seasons, San Francisco 8/26 - 8/31/15, Miller, FUHU Mediation 278.14 9/23/15 Scott Miller Travel Reimbursement for FUHU Mediation 1,031.34 10/26/15 Southwest Airlines S. Safier, 11/16/15, Class Cert Hearing 125.96 10/28/15 Southwest Airlines A. Gutride, 11/16/15, Class Cert Hearing 192.97 11/17/15 Uber A. Gutride - Class Cert Hearing 28.00 11/18/15 SFO Parking A. Gutride - Class Cert Hearing 12.00 12/10/15 Amex Travel.com S. Safier - FUHU Initial Creditors Committee Meeting 229.84 12/10/15 Amex Travel.com S. Safier - FUHU Initial Creditors Committee Meeting 413.48 12/10/15 Delta Air A. Gutride - FUHU Initial Creditors Committee Meeting 622.20 12/10/15 American Airlines A. Gutride - FUHU Initial Creditors Committee Meeting 391.20 12/15/15 Gogoair.com A. Gutride - FUHU Initial Creditors Committee Meeting 49.95 12/16/15 American Airlines A. Gutride - FUHU Initial Creditors Committee Meeting 133.10 12/17/15 Loews Hotels A. Gutride - FUHU Initial Creditors Committee Meeting 5.00

Page 9 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 37 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? 12/17/15 Uber A. Gutride - FUHU Initial Creditors Committee Meeting 58.91 12/17/15 VTS Philadelphia Taxi A. Gutride - FUHU Initial Creditors Committee Meeting 31.90 12/18/15 Lowes Hotels, Philadelphia S. Safier - FUHU Initial Creditors Committee Meeting 75.00 12/18/15 Uber A. Gutride - FUHU Initial Creditors Committee Meeting 30.41 1/14/16 American Airlines A. Gutride - Auction 1,070.20 1/14/16 Clipper Service A. Gutride - Auction 20.00 1/15/16 Gogoair.com A. Gutride - Auction 49.95 1/18/16 Philadelphia Taxi A. Gutride - Auction 58.31 1/19/16 Hotels.com A. Gutride - Auction 415.80 1/22/16 AA Inflight A. Gutride - Auction 5.99 1/22/16 Uber A. Gutride - Auction 46.95 4/24/17 Virgin America S. Safier, Omnibus Hearing 153.40 4/24/17 United Airlines S. Safier, Date of Departure 5/14/17 1,089.61 4/25/17 Palms Casino Reservation S. Safier, Omnibus Hearing 90.57 4/25/17 Palms Casino Reservation S. Safier, Omnibus Hearing 181.27 4/25/17 Palms Casino Reservation S. Safier, Omnibus Hearing 90.57 4/28/17 Southwest A. Gutride - Las Vegas Mediation 238.96 5/15/17 Uber S. Safier - Las Vegas Mediation 13.84 5/15/17 Uber S. Safier - Las Vegas Mediation 14.18 5/15/17 Lyft S. Safier - Las Vegas Mediation 33.41 5/16/17 Flamingo Rd, Las Vegas A. Gutride - Las Vegas Mediation 304.99 5/16/17 Uber A. Gutride - Las Vegas Mediation 6.57 5/16/17 Lyft A. Gutride - Las Vegas Mediation 28.33 5/16/17 Lyft A. Gutride - Las Vegas Mediation 8.11 5/16/17 Jetblue S. Safier - Las Vegas Mediation 100.20 5/16/17 Lyft S. Safier - Las Vegas Mediation 12.85 5/16/17 Lyft S. Safier - Las Vegas Mediation 7.11 5/17/17 Uber A. Gutride - Las Vegas Mediation 11.81 5/17/17 Uber A. Gutride - Las Vegas Mediation 7.16 5/17/17 Lyft A. Gutride - Las Vegas Mediation 7.42 5/17/17 Lyft A. Gutride - Las Vegas Mediation 15.00 5/18/17 Palms Casino Front Desk A. Gutride - Las Vegas Mediation 240.58 5/18/17 Palms Casino Front Desk A. Gutride - Las Vegas Mediation 261.38 5/18/17 Palms Casino Reservation S. Safier - Las Vegas Mediation 286.44

Page 10 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 38 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? 5/29/17 Scott Miller Expense Reimbursement for Las Vegas Mediation 123.54 11/28/17 Delta Airlines Scott Miller - 1/27/18 Mediation 590.40 11/28/17 Amex Travel S. Safier - Mediation 1,211.69 11/28/17 Amex Travel S. Safier - Mediation 975.56 12/29/17 Delta Airlines S. Safier - Mediation 484.40 12/29/17 Delta Airlines S. Safier - Mediation 484.40 1/28/18 Delta S. Safier - Mediation 25.00 1/28/18 Delta S. Safier - Mediation 25.00 1/28/18 Uber S. Safier - Mediation 57.92 1/28/18 Lyft S. Safier - Mediation 33.16 1/28/18 Lyft S. Safier - Mediation 29.41 1/28/18 Lyft A. Gutride - Mediation 38.58 1/28/18 Lyft A. Gutride - Mediation 4.00 1/29/18 Lyft A. Gutride - Mediation 47.69 1/29/18 MTA A. Gutride - Mediation 10.00 1/30/18 Lyft S. Safier - Mediation 12.15 1/30/18 MTA A. Gutride - Mediation 3.00 1/30/18 Mermaid Inn A. Gutride - Mediation 121.70 1/30/18 MTA A. Gutride - Mediation 5.50 1/31/18 Delta S. Safier - Mediation 25.00 1/31/18 S. Safier Tips during Mediation Trip 25.00 1/31/18 Uber S. Safier - Mediation 64.35 1/31/18 Lyft S. Safier - Mediation 34.83 1/31/18 MTA A. Gutride - Mediation 5.50 1/31/18 MTA A. Gutride - Mediation 6.50 2/1/18 Delta S. Safier - Mediation 25.00 2/1/18 Delta S. Safier - Mediation 25.00 2/1/18 Loews Hotel, NY S. Safier - Mediation 1,204.77 2/1/18 Uber A. Gutride - Mediation 74.08 2/2/18 Loews Hotel, NY S. Safier - Mediation 1,284.57 2/2/18 Loews Hotel, NY S. Safier - Mediation 1,243.31 2/3/18 Lyft A. Gutride - Mediation 10.55 32,913.21

Page 11 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 39 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New? Printing And Copying (E101) 699.00 various copies and prints @ 0.20 699.00 x

Outside Printing (E102) 403.21 2/22/15 Office Max S. Safier - 30b6 Depo 34.45 2/24/15 Staples S. Safier - 30b6 Depo 50.00 2/24/15 Staples S. Safier - 30b6 Depo 34.17 2/24/15 Staples, LA S. Safier - 30b6 Depo 2.28 2/24/15 Staples, LA S. Safier - 30b6 Depo 50.00 2/26/15 Staples S. Safier - 30b6 Depo 13.52 2/26/15 Staples, LA S. Safier - 30b6 Depo 2.52 5/6/15 Office Depot S. Safier - Depo of Hsieh 44.81 10/16/15 Fedex Office A. Gutride, Deposition Copies 42.93 10/19/15 Staples Marie McCrary, Joint Status Report 84.74 12/15/15 Fedex Office A. Gutride, Creditors Meeting 6.24 12/15/15 Fedex Office A. Gutride, Creditors Meeting 11.80 6/29/16 Fedex Office A. Gutride 25.75 403.21

Postage (E108) 272.76 7/7/14 USPS S. Safier 17.92 12/10/14 USPS S. Safier 22.45 12/18/14 USPS S. Safier 13.40 12/26/14 USPS S. Safier 19.57 1/9/15 USPS S. Safier 3.85 2/12/15 USPS S. Safier 55.93 5/8/15 USPS S. Safier 7.58 9/1/15 USPS S. Safier 14.63 2/12/16 USPS S. Safier 6.74 4/9/16 USPS S. Safier 2.54 1/22/18 USPS S. Safier 50.50 5/4/20 USPS S. Safier 57.65 x 272.76

Page 12 of 13 Case 15-12465-CSS Doc 1481-4 Filed 11/16/20 Page 40 of 40 4:46 PM Gutride Safier, LLP 06/21/18 Cash Basis Profit & Loss by Class Miller v. Fuhu Nabi--Expenses All Transactions New?

Total Expense 265,177.58

Other Income/Expense Other Income Cost Reimbursement 1,187.10 7/17/15 Kerr & Wagstaffe LLP travel reimbursement 1,187.10 Cost Reimbursement 3,983.09 5/13/16 Cooley LLP from FUHU bankruptcy Committee Expenses 3,983.09 Cost Reimbursement 232,281.85 8/21/20 Tablet Liquidating Trust From court-approved settlement 232,281.85 Total Other Income 237,452.04 237,452.04

Net Total Expenses 27,725.54 x

Page 13 of 13 Case 15-12465-CSS Doc 1481-5 Filed 11/16/20 Page 1 of 8

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

ARCTIC SENTINEL, INC. [f/k/a

Fuhu, Inc.], et al.,1 Case No. 15-12465-CSS

Debtors.

(Jointly Administered)

DECLARATION OF JAY GERACI RE: MOTION OF SCOTT MILLER AND JAMES E. GRIFFIN IV TO (1) APPROVE THE TERMS OF STIPULATION OF SETTLEMENT AND (2) APPROVE THE DISTRIBUTION OF FUNDS INCLUDING AWARD OF ATTORNEYS FEES AND COSTS

I, Jay Geraci, declare and state as follows: 1. I am a Director with KCC Class Action Services, LLC (“KCC”), located at 1

McInnis Parkway, Suite 250, San Rafael, California. KCC was appointed as the Claim Administrator in this matter and is not a party to this action. KCC will continue to act in that role to distribute to Class Members the proceeds from the Media Policy Settlement Fund.2 I have personal knowledge of the matters stated herein and, if called upon, could and would testify hereto. 2. I previously submitted a declaration on September 3, 2019 (ECF 1327) in which I testified about the notice provided to the Class and about KCC’s evaluation of claims submitted by Class Members. I explained that KCC was in the process of performing final claim review. (ID. at 6 n.1.) As a result of that claim review, I can now report that during the claims period, (i)

2 Terms not defined herein have the same meaning as in the Motion referred to in the caption of this Declaration. 1

Case 15-12465-CSS Doc 1481-5 Filed 11/16/20 Page 2 of 8

13,571 valid claim forms were submitted for defective tablets, representing claims for a total of 19,716 tablets and (“Defective Tablet Claims”) (ii) 285 valid claim forms were submitted for non-defective tablets, representing claims for 339 tablets (“Non-Defective Tablet Claims”, and together with the Defective Tablet Claims, the “Class Settlement Claims”). 3. Each Defective Tablet Claim was paid $30 per Tablet, and each Non-Defective Tablet Claim was paid $10 per Tablet, out of funds distributed by the Liquidating Trust to the Class Representatives pursuant to the Class Settlement Order.

4. Checks issued to Class members are valid for 180 days. Thus, checks previously mailed to distribute monies received from the Tablet Liquidating Trust will be valid until March 2021. I anticipate that the additional funds to be paid to Class Members out of the Media Policy Settlement Fund will be paid by January 2021, so those checks will remain valid until approximately July 2021. 5. The cost of making the additional distribution to Class Members from the Media Policy Settlement Fund (including postage and time of KCC personnel) will be $21,320.00.

6. If the full amount of attorneys’ fees ($720,000.00) and expenses ($27,225.54) requested by Class Counsel is awarded, there will remain $1,030,954.46 for distribution to Class Members. I understand that such amounts are to be distributed pro rata payments to persons who previously filed valid Class Settlement Claims, computed so that the amount paid for each Tablet reflected in a Defective Tablet Claim shall be three times the amount paid for each Tablet reflected in a Non-Defective Tablet Claim. Therefore, the estimated total distribution for the Media Policy Settlement Fund for each group will be as follows: Number Prior Additional Total of distribution Distribution Distribution per Tablets from Trust from Media Tablet Proceeds Policy (Estimated) per Tablet Settlement Fund per Tablet (Estimated) Non-Defective Tablet Claims 339 $10.00 $17.33 $27.33 Defective Tablet Claims 19,716 $30.00 $51.99 $81.99

Case 15-12465-CSS Doc 1481-5 Filed 11/16/20 Page 3 of 8

7. The computation of these estimates is attached hereto as Exhibit A.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on November 16, 2020 at San Rafael, California.

______JAY GERACI

Case 15-12465-CSS Doc 1481-5 Filed 11/16/20 Page 4 of 8

KCC Class Action Services Miller v. Fuhu Distribution Calculations Date: 11/11/20 Distributions from Tablet Liquidating Trust per Class Settlement Agreement

Distribution Amount from Pool to Class $ 3,000,000.00 (Intercreditor Agt. §4(a)) Court-awarded Attorney Fees $ 1,500,000.00 Court-awarded Attorney Costs $ 232,281.85 Scott Miller award (NP designation) $ 75,000.00 James E. Griffin III award (NP designation) $ 2,500.00 Taylor Sanchez award (NP designation) $ 1,000.00 Carlos Munoz award (NP designation) $ 1,000.00 Vanessa Floerke (NP designation) $ 1,000.00 Jill Aguilera (NP designation) $ 1,000.00 Nell Baker (NP designation) $ 1,000.00 KCC Administration Fees $ 309,748.21 CLASS CLAIMS $ 594,870.00 BALANCE OF POOL HELD FOR WISTRON AND D&H $ 280,599.94 (Intercreditor Agt. § 5)

Distributions from Media Policy Settlement Fund per Agreement Distribution Amount $ 1,800,000.00 KCC Administration Fees $ 21,320.00 Court-awarded Attorney Fees $ 720,000.00 Court-awarded Attorney Costs $ 27,725.54 CLASS CLAIMS $ 1,030,954.46 Case 15-12465-CSS Doc 1481-5 Filed 11/16/20 Page 5 of 8

Payments To Class Claims Media Policy Tablet Liquidating Proceeds Count Total Trust Distribution Distribution Total Valid Claim Forms 13,856

Defective Tablets 19,716 $ 30.00 $ 51.99 $ 81.99 Non-Defective Tablets 339 $ 10.00 $ 17.33 $ 27.33 Total Tablets 20,055 $ 594,870.00 $ 1,030,909.71 $ 1,625,779.71 Residual $ 44.75 Case 15-12465-CSS Doc 1481-5 Filed 11/16/20 Page 6 of 8

EXHIBIT A Case 15-12465-CSS Doc 1481-5 Filed 11/16/20 Page 7 of 8

KCC Class Action Services Miller v. Fuhu Distribution Calculations Date: 11/11/20 Distributions from Tablet Liquidating Trust per Class Settlement Agreement

Payments To Class Claims Media Policy Tablet Liquidating Proceeds Count Total Trust Distribution Distribution Total Valid Claim Forms 13,856

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: ) ) Chapter 11 ARTIC SENTINEL, Inc. formerly known ) as FUHU, INC., et al., ) Case No. 15-12465 (CSS) ) Debtors,1 ) Jointly Administered )

CERTIFICATION OF SERVICE

SETH A NIEDERMAN, of full age, hereby certifies as follows:

1. I am a partner with the law firm of Fox Rothschild LLP, attorneys for Scott

Miller, on behalf of himself and all others similarly situated, in the above proceedings.

2. On November 16, 2020, I caused a true and correct copy of the foregoing Motion

Of Scott Miller And James E. Griffin IV To (1) Approve The Terms Of Stipulation Of Settlement

And (2) Approve The Distribution Of Funds Including Award Of Attorneys Fees And Costs (the

“Motion”), Notice of Motion, Declaration of of Adam Gutride in Support of Motion, and

Supplemental Declaration of Adam Gutride in Support of Motion to be served, via U.S. Postal

Service, Regular First Class Mail, postage pre-paid on the interested parties and counsel listed on

the attached Service List.

1 The Debtors, together with the last four digits of each Debtor’s tax identification number, are: Fuhu, Inc. (7896); Fuhu Holdings, Inc. (9761); Fuhu Direct, Inc. (2180); and Nabi, Inc. (4119). The location of the headquarters is 1700 E. Walnut Avenue, Suite 500, El Segundo, CA 90245.

1 Active\116354082.v1-11/16/20 Case 15-12465-CSS Doc 1481-6 Filed 11/16/20 Page 2 of 5

3. I hereby certify that the foregoing statements made by me are true. I am aware that if any of the foregoing statements made by me are willfully false, I am subject to punishment.

FOX ROTHSCHILD LLP

By: /s/ Seth A. Niederman Seth A. Niederman (No. 4588) 919 North Market Street, 3rd Floor Wilmington, DE 19899-2323 Tel. (302) 654-7444 [email protected]

Dated: November 16, 2020

2 Active\116354082.v1-11/16/20 Case 15-12465-CSS Doc 1481-6 Filed 11/16/20 Page 3 of 5

24-7 Intouch Asher Finci Ballard Spahr LLP Attn Brad Cull 2951 28th Street, Suite 1000 Tobey M. Daluz, Matthew G. Summers, 200-240 Kennedy Street Santa Monica, CA 90405 Leslie C. Heilman & Jessica C. Watt Winnipeg, MB R3C 1T1 CANADA 919 N Market St 11th Fl Wilmington, DE 19801

Bayard PA Bilzin Sumberg Baena Price & Axelrod Bryan Cave LLP Ashley B Stitzer LLP Brian C. Walsh & Laura Uberti Hughes 600 N King St Jay M Sakalo 211 N. Broadway, Suite 3600 Wilmington, DE 19801-3722 1450 Brickell Ave 23rd Fl St. Louis, MO 63102 Miami, FL 33131

Bryan Cave LLP Bryan Cave LLP Buchalter Nemer a Professional Kerry A. Moynihan Robert J. Miller Corporation 3161 Michelson Drive, Suite 1500 Two N. Central Avenue, Suite 2200 Shawn M Christianson Irvine, CA 92612 Phoenix, AZ 85004 55 Second St 17th Fl San Francisco, CA 94105-3493

Charles E Boulbol PC Chipman Brown Cicero & Cole LLP Cooley LLP Charles E Boulbol William E Chipman Jr & Mark D Olivere Jay Indyke, Cathy Hershcopf, Jeffrey L. 26 Broadway 17th Fl Hercules Plaza Cohen, Seth Van Aalten, Richelle Kalnit New York, NY 10004 1313 N Market St Ste 5400 & Robert Winning Wilmington, DE 19801 55 Hudson Yards New York, NY 10001 D&H Distributing Co Dean & Fulkerson Delaware Attorney General Attn Joseph Chaudoin Kevin N Summers Matthew Denn 100 Tech Dr 801 W Big Beaver Rd 5th Fl Carvel State Office Building Harrisburg, PA 17112-4514 Troy, MI 48084 820 N French St 5th Fl Wilmington, DE 19801

Delaware Dept of Justice Delaware Division of Revenue Delaware Secretary of State Attn Bankruptcy Dept Zillah A. Frampton, Bankruptcy Franchise Tax 820 N French St 6th Fl Administrator 401 Federal Street Wilmington, DE 19801 Carvel State Office Building, 8th Floor PO Box 898 820 N. French Street Dover, DE 19903 Wilmington, DE 19801 Delaware State Treasury Fox Rothschild LLP Fusing International Inc. 820 Silver Lake Blvd., Suite 100 Carl D Neff L John Bird & Seth A 8805B Fallbrook Dr Dover, DE 19904 Niederman Houston, TX 77064-4856 Citizens Bank Center 919 N Market St Ste 300 Wilmington, DE 19801 Gellert Scali Busenkell & Brown LLC GoldbergKohn Ltd. Gutride Safier LLP Michael Busenkell Jeremy M. Downs & Zachary J Garrett Attn: Adam Gutride 1201 N Orange St Ste 300 55 East Monroe, Suite 3300 100 Pine Street, Suite 1250 Wilmington, DE 19801-1167 Chicago, IL 60603 San Francisco, CA 94111

Hogan McDaniel Hon Hai Precision Industry Co., Ltd. Internal Revenue Service Attn Garvan F McDaniel Attn Howard Lin Attn Susanne Larson 1311 Delaware Ave No. 2 Ziohou St., Tucheng District 31 Hopkins Plz Rm 1150 Wilmington, DE 19806 New Taipei City, 236 Taiwan (Republic Baltimore, MD 21201 of China)

Internal Revenue Service Internal Revenue Service K&L Gates LLP Centralized Insolvency Operation Centralized Insolvency Operation Michael B Lubic & Kevin S Asfour PO Box 7346 2970 Market St 10100 Santa Monica Boulevard, 8th Philadelphia, PA 19101-7346 Mail Stop 5-Q30.133 Floor Philadelphia, PA 19104 Los Angeles, CA 90067

Case 15-12465-CSS Doc 1481-6 Filed 11/16/20 Page 4 of 5

KCC Klehr Harrison Harvey Branzburg LLP Landis Rath & Cobb LLP Attn Leanne Rehder Scott Morton R Branzburg Adam G Landis & Kerri M Mumford 222 N Pacific Coast Highway 1835 Market St 919 Market St Ste 1800 Suite 300 Philadelphia, PA 19103 Wilmington, DE 19801 El Segundo, CA 90245

Latham & Watkins LLP Lathrop & Gage LLP Lindemann Law Firm Peter M. Gilhuly & Ted Dillman Stephen K Dexter Blake J Lindemann 355 S. Grand Avenue 1515 Wynkoop St Ste 600 433 N Camden Dr Los Angeles, CA 90071-1560 Denver, CO 80202-2062 Beverly Hills, CA 90210

LSQ Funding Group, L.C. Magnozzi & Kye, LLP McIntyre Thanasides Bringgoli Elliott Max Eliscu Amish R Doshi Grimaldi & Guito PA 315 E Robinson St, Fl 2 23 Green St Ste 302 Richard J McIntyre Orlando, FL 32801-1912 Huntington, NY 11743 501 E Kennedy Blvd Ste 1900 Tampa, FL 33602

Missouri Department of Revenue Morgan Stanley Expansion Capital LP Morris James LLP Steven A Ginther Attn Lincoln Isetta Brett D Fallon 301 W High St Rm 670 1585 Broadway 500 Delaware Ave Ste 1500 PO Box 475 New York, NY 10036 PO Box 2306 Jefferson City, MO 65105-0475 Wilmington, DE 19899-2306

Morris Nichols Arsht & Tunnell LLP New York State Dept of Law Obsidian Agency Services, Inc. Robert J. Dehney & Curtis S. Miller, Andrew J Gershon 2951 28th Street, Suite 1000 1201 N. Market St., 16th Floor Environmental Protection Bureau Santa Monica, CA 90405 P.O. Box 1347 120 Broadway Wilmington, DE 19899-1347 New York, NY 10271

Office of the New York State Attorney Office of the United States Trustee Office of the US Attorney General General Linda Casey Eric H. Holder, Jr. Norman P Fivel J. Caleb Boggs Federal Building, Suite U.S. Department of Justice Civil Recoveries Bureau - Bankruptcy 2207 950 Pennsylvania Avenue, NW, Room Litigation Unit 844 King Street 4400 The Capitol Lockbox 35 Washington, DC 20530-0001 OrixAlbany Venture, NY 12224Finance-0341 LLC WilmingtonOrix Ventures,, DE 19801LLC PA Securities & Exchange Commission Attn Portfolio Manager General Attn Portfolio Manager General Sharon Binger Regional Director Counsel Counsel One Penn Center 280 Park Ave Fl 40W 280 Park Ave Fl 40W 1617 JFK Boulevard Ste 520 New York, NY 10017-1274 New York, NY 10017-1274 Philadelphia, PA 19103

Pachulski Stang Ziehl & Jones LLP Pachulski Stang Ziehl & Jones LLP Pension Benefit Guaranty Corporation Jeffrey N. Pomerantz &Ira Kharasch Laura Davis Jones & Michael R. Seidl Office of the Chief Counsel 10100 Santa Monica Boulevard, 13th 919 N. Market Street, 17th Floor 1200 K Street, NW Floor Wilmington, DE 19801 Washington, DC 20005 Los Angeles, CA 90067

Perkins Coie LLP Polsinelli PC Potter Anderson & Corroon LLP John S Kaplan Christopher A Ward Jeremy W Ryan & Emery A Abdel Latif 1201 Third Ave 49th Fl 222 Delaware Ave Ste 1101 1313 N Market St 6th Fl Seattle, WA 98101-3099 Wilmington, DE 19801 Wilmington, DE 19801-0951

Scott Miller, on behalf of himself and Securities & Exchange Commission Securities & Exchange Commission NY similarly situated persons Office of General Counsel Office 336 Medora St 100 F St NE Andrew Calamari Regional Director Auburndale, FL 33823 Washington, DC 20549 Brookfield Place 200 Vesey St, Ste 400 New York, NY 10281-1022

Case 15-12465-CSS Doc 1481-6 Filed 11/16/20 Page 5 of 5

Sheppard Mullion Richter & Hampton Texas Attorney General's Office Todd A Hansen LLP Jay W. Hurst Assistant Attorney 435 S Detroit St #102 Attn Malani J Cademartori General Los Angeles, CA 90036 30 Rockfeller Plaza Bankruptcy & Collections Division New York, NY 10112 PO Box 12548 Austin, TX 78711-2548

Trend Power Limited U.S. Bank Equipment Finance, a U.S. Department of the Treasury Attn Ivan Chua division of U.S. Bank National Office of General Counsel Unit F, 12th Fl., Reason Group Tower Association 1500 Pennsylvania Avenue, NW 403 Castle Peak Rd., Kwai Chung 1310 Madrid Street Washington, DC 20220 New Territories, HONG KONG Marshall, MN 56258

US Attorney for Delaware Var Resources, Inc. Weintraub & Selth, APC Charles Oberly c/o Ellen Slights 800 Walnut Street Elaine Nguyen 1007 Orange St Ste 700 MAC F4031-040 11766 Wilshire Boulevard, Suite 1170 PO Box 2046 Des Moines, IA 50309 Los Angeles, CA 90025 Wilmington, DE 19899-2046

Wilmer Cutler Pickering Hale and Dorr Wilmer Cutler Pickering Hale and Dorr Wistron Corporation LLP LLP Attn Monica Huang Andrew N Goldman Benjamin W Loveland 21 F, No.88, Sec. 1 7 World Trade Center 60 State St Hsin Tai Wu Rd 250 Greenwich St Boston, MA 02109 Hsichih City, Taipe Hsien 22100 New York, NY 10007 Taiwan Young Conaway Stargatt & Taylor, LLP Michael Nestor Rodney Square 1000 N. King Street Wilmington, DE 19801