1 United States District Court for the Western District

UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

ROBERT OREN V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00105 ROBERTO VEGA V. DOLGENCORP, LLC; Case No. 4:16-cv-00518 ALLEN BROWN V. DOLLAR CORP., ET AL.; Case No. 4:16-cv-00519 BRADFORD BARFOOT V. DOLGENCORP, LLC; Case No. 4:16-cv-00520 GERARDO SOLIS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00521 NICHOLAS MEYER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00522 JOHN FOPPE V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00523 JOHN MCCORMICK, III V. DOLGENCORP, LLC; Case No. 4:16-cv-00524 BRUCE GOOEL V. DOLGENCORP, LLC; Case No. 4:16-cv-00525 SCOTT SHEEHY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00526 JANINE HARVEY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00528 WILLIAM FLINN V. DOLGENCORP, LLC; Case No. 4:16-cv-00529 KEVIN GADSON V. DOLGENCORP, LLC; Case No. 4:16-cv-00530 MIRIAM FRUHLING V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00531 ROBIN PREAS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00533 JAMES TASCHNER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00606 JASON WOOD, ET AL. V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00607 BRANDON RAAB V. DOLGENCORP, LLC; Case No. 4:16-cv-00868 SEIT ALLA V. DOLGENCORP, LLC Case No. 4:17-cv-00413

PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES, AND CLASS REPRESENTATIVE SERVICE AWARDS

COME NOW Plaintiffs, by and through undersigned counsel, and respectfully move for entry of an order awarding Class Counsel attorneys’ fees and litigation costs and expenses of

$10,000,000.00 (ten million dollars) and awarding each of the twenty Class Representatives

$6,750 (six thousand, seven hundred and fifty dollars) as Service Awards for the reasons set forth

Case 4:16-md-02709-GAF Document 265 Filed 04/26/21 Page 1 of 2

in the accompanying suggestions in support filed herewith.

Dated: April 26, 2021 Respectfully submitted,

/s/ Kenneth B. McClain Kenneth B. McClain Kevin D. Stanley Colin W. McClain J’Nan C. Kimak Andrew K. Smith HUMPHREY FARRINGTON & MCCLAIN, P.C. 221 West Lexington, Suite 400 Independence, Missouri 64050 Telephone: (816) 836-5050 Facsimile: (816) 836-8966 [email protected] [email protected] [email protected] [email protected] [email protected] Liaison Class Counsel

and

Allan Kanner Cynthia St. Amant KANNER & WHITELEY, LLC 701 Camp Street New Orleans, LA 70130 Tel: (504) 524-5777 Fax: (504) 524-5763 [email protected] [email protected] Lead Class Counsel

CERTIFICATE OF SERVICE

I hereby certify that on April 26, 2021, I electronically transmitted the foregoing document to the Clerk of the United States District Court using the CM/ECF system for filing and service to all parties/counsel registered to received copies in this case.

/s/ Kenneth B. McClain Kenneth B. McClain

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UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

SUGGESTIONS IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES, AND CLASS REPRESENTATIVE SERVICE AWARDS1

1 Plaintiffs have filed an unopposed motion to exceed the page limitation and file a supporting brief of not more than twenty pages. See Doc. 264. If Plaintiffs’ motion is denied, Plaintiffs will seek leave to file substitute suggestions within the fifteen page limit.

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TABLE OF CONTENTS

TABLE OF AUTHORITIES ...... iii

I. INTRODUCTION ...... 1

II. LITIGATION AND SETTLEMENT BACKGROUND ...... 1

A. Plaintiffs’ Allegations and Initial Suits ...... 1

B. The Case Involved Significant and Difficult Litigation ...... 2

C. Settlement Negotiations and Resulting Settlement Agreement ...... 3

D. Preliminary Approval ...... 7

III. LAW AND ARGUMENT ...... 7

A. The Court Should Award Class Counsel $9,105,244.23 in Attorneys’ Fees ...... 7

1. Legal standard ...... 7

2. The fee request should be evaluated under the lodestar method ...... 8

3. Class Counsel’s lodestar figure is reasonable, and the requested award represents a negative multiplier ...... 9

4. The Johnson factors confirm the reasonableness of the fee request ...... 10

a. Johnson factor 1: the time and labor required ...... 10

b. Johnson factor 2: the novelty and difficulty of the questions ...... 10

c. Johnson factor 3: the skill requisite to perform the legal service properly ...... 11

d. Johnson factor 4: the preclusion of employment by the attorney due to acceptance of the case ...... 11

e. Johnson factor 5: the customary fee ...... 12

f. Johnson factor 6: whether the fee is fixed or contingent ...... 12

g. Johnson factor 7: time limitations imposed by the client or the circumstances ...... 12

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h. Johnson factor 8: the amount involved and the results obtained ...... 13

i. Johnson factor 9: the experience, reputation, and ability of the attorneys ...... 15

j. Johnson factor 10: the undesirability of the case ...... 15

k. Johnson factor 11: the nature and length of the professional relationship with the client ...... 16

l. Johnson factor 12: awards in similar cases ...... 16

B. Reimbursement of Class Counsel’s Costs and Litigation Expenses Should be Approved ...... 17

C. The Requested Service Awards Should be Approved ...... 18

IV. CONCLUSION ...... 19

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TABLE OF AUTHORITIES

Cases Page

Amchem Prods., Inc. v. Windsor, 521 U.S. 591 (1997) ...... 14, 15

Barfield v. Sho-Me Power Elec. Co-op., No. 11-4321, 2015 WL 3460346 (W.D. Mo. June 1, 2015) ...... 12

Caligiuri v. Symantec Corp., 855 F.3d 860 (8th Cir. 2017) ...... 16

Claxton v. Kum & Go, L.C., No. 16-3385, 2015 WL 3648776 (W.D. Mo. June 11, 2015) ...... 18

Hensley v. Eckerhart, 461 U.S. 424 (1983) ...... 8, 13

Hermsen v. City of Kansas City, No. 11-753 (W.D. Mo. Sept. 22, 2014) ...... 18

In re Charter Commc’ns, Inc., Sec. Litig., No. 02-1186, 2005 WL 4045741 (E.D. Mo. Jun. 30, 2005) ...... 9

In re Genetically Modified Rice Litig., 764 F.3d 864 (8th Cir. 2014) ...... 8

In re Kula, 213 B.R. 729 (B.A.P. 8th Cir. 1997)...... 8

In re Life Time Fitness, Inc., Tel. Consumer Prot. Act (TCPA) Litig., 847 F.3d 619 (8th Cir. 2017) ...... 7

In re NTL, Inc. Sec. Litig., No. 02-3013, 2007 WL 623808 (S.D.N.Y. Mar. 1, 2007) ...... 10

In re Target Corp. Customer Data Sec. Breach Litig., 892 F.3d 968 (8th Cir. 2018) ...... 8, 9, 10

In re Zurn Pex Plumbing Prod. Liab. Litig., No. 08-1958, 2013 WL 716460 (D. Minn. Feb. 27, 2013) ...... 10

Johnson v. Casey’s Marketing Co., No. 15-3086, 2015 WL 12806576 (W.D. Mo. Dec. 12, 2015) ...... 18

iii

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Johnson v. Ga. Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974) ...... 8

Johnston v. Comerica Mortg. Corp., 83 F.3d 241 (8th Cir. 1996) ...... 7

Keil v. Lopez, 862 F.3d 685 (8th Cir. 2017) ...... 7, 14, 17

Matter of Malewicki, 142 B.R. 353 (Bankr. D. Neb. 1992) ...... 11, 13

Parton v. GTE N., Inc., 802 F. Supp. 255 (W.D. Mo. 1991), aff’d, 971 F.2d 150 (8th Cir. 1992) ...... 13

Petrovic v. Amoco Oil Co., 200 F.3d 1140 (8th Cir. 1999) ...... 17

Pollard v. Remington Arms Co., LLC, 320 F.R.D. 198 (W.D. Mo. 2017), aff’d, 896 F.3d 900 (8th Cir. 2018) ...... 18

Rawa v. Monsanto Co., No. 17-1252, 2018 WL 2389040 (E.D. Mo. May 25, 2018) ...... 19

Rawa v. Monsanto Co., 934 F.3d 862 (8th Cir. 2019) ...... 7, 8, 9

Swinton v. SquareTrade, Inc., 454 F. Supp. 3d 848 (S.D. Iowa 2020) ...... 11, 12, 15, 16

Winter v. Cerro Gordo Cty. Conservation Bd., 925 F.2d 1069 (8th Cir. 1991) ...... 8

Yarrington v. Solvay Pharm., Inc., 697 F. Supp. 2d 1057 (D. Minn. 2010) ...... 11

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I. INTRODUCTION

As chronicled previously, Plaintiffs’ nearly five-year arduous litigation efforts resulted in a highly favorable Settlement marked by significant monetary and injunctive relief. See Pls.’ Mot. for Prelim. Approval, ECF No. 257 at 2-7. Now, with the claims process underway, and in accordance with this Court’s Order granting preliminary approval (ECF No. 259), Class Counsel move this Court for an award of $10,000,000 (ten million dollars) for attorneys’ fees and reimbursement of litigation costs and expenses, and a $6,750 service award for each of the twenty

(20) Class Representatives. As described below, Class Counsel’s fee request, which represents a negative lodestar and does not diminish the benefits available to the Settlement Class, is more than reasonable, and the costs and expenses for which reimbursement is sought were necessary and typical. Likewise, the requested service awards reasonably recognize the risk, time and dedication of the Class Representatives in successfully prosecuting this matter and monitoring Dollar

General’s future compliance. Plaintiffs’ Motion should be granted in its entirety.

II. LITIGATION AND SETTLEMENT BACKGROUND

A. Plaintiffs’ Allegations and Initial Suits

Between late 2010 and early 2017, Dollar General sold millions of bottles of DG Auto motor oil in its retail stores, next to other brand name motor oils. Plaintiffs’ Consolidated Amended

Class Action Complaint, ECF No. 44 at ¶¶ 44-48. Unfortunately, though allegedly marketed as a cheaper but substantively identical alternative to the brand name counterparts, the DG Auto motor oil was rated SA or SF by the American Petroleum Institute, meaning it was not suitable for use in automobiles manufactured after 1930 or 1988, respectively. Id. at ¶¶ 58-63.

Between 2016 and 2017, a number of putative class actions were filed in federal courts across seventeen states, which were consolidated before this Court by the Judicial Panel on

Multidistrict Litigation. Therein, Plaintiffs sought redress under state consumer protection and 1

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warranty statutes for harms allegedly caused by Defendants’ marketing and sale of DG Auto obsolete motor oil (also referred to herein as “the Product(s)”), which Plaintiffs alleged was obsolete and not suitable for use in automobiles. Plaintiffs alleged that the DG Auto obsolete motor oil label was deceptive by failing to adequately disclose that the Products were unsuitable, harmful, and ineffective for use as a motor oil for automotive engines manufactured after 1930 (for the SA-

rated Products) or 1988 (for the SF-rated Products).

B. The Case Involved Significant and Difficult Litigation

The consolidated case was heavily litigated from its inception, marked by significant

motion practice and discovery.2 Plaintiffs, inter alia, resisted Defendants’ efforts to stay discovery

(ECF Nos. 14, 21); filed an extensive consolidated complaint (ECF No. 44); and fully briefed

motions to dismiss (ECF. Nos. 85, 89, 91, 102), to strike class allegations (ECF Nos. 87, 88, 92),

for class certification (and subsequent motions for reconsideration) (ECF Nos. 174, 184, 192, 228,

232, 234, 235, 236), and other discovery motions or motions in limine (ECF Nos. 16, 20, 186, 190,

197, 200, 201, 214, 221). Further, after prevailing in large part on their Motion for Class

Certification,3 Plaintiffs had to contend with Defendants’ Rule 23(f) appeal, the petition for which

was granted by the United States Court of Appeals for the Eighth Circuit.

2 In addition, the cases were first litigated to varying degrees in the transferor courts prior to transfer, with motions to dismiss and/or motions to strike class allegations being briefed in Colorado, Florida, Illinois, Kentucky, Maryland, Michigan, Minnesota, Missouri, New Jersey, and Ohio. 3 On August 20, 2018, Plaintiffs moved for class certification, seeking certification of a nationwide unjust enrichment class, a multi-state implied warranty class, and seventeen (17) statewide sub-classes asserting violations of consumer protection statutes, implied warranty, and unjust enrichment claims. ECF No. 174. After extensive briefing, which included hundreds of exhibits and various motions to strike, the Court granted in part and denied in part Plaintiffs’ Motion. In re Dollar Gen. Corp. Motor Oil Mktg. & Sales Practices Litig., No. 16-2709, 2019 WL 1418292 (W.D. Mo. Mar. 21, 2019) (Class Certification Order). Specifically, the Court granted certification with respect to Plaintiffs’ unjust enrichment classes and consumer protection classes, and denied certification of the proposed nationwide unjust enrichment, multi-state implied 2

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Fact discovery was extensive. The Parties exchanged written discovery including initial

disclosures and numerous rounds of interrogatories and requests for the production of documents,

which resulted, inter alia, in the production of over 240,000 pages of documents. Exhibit 1,

Declaration of Allan Kanner (“Kanner Decl.”) at ¶ 14. Over forty fact witnesses were deposed,

including Defendants’ corporate representative, fourteen Dollar General current or former

employees and/or officers, and each of the Class Representatives. Id. at ¶¶ 15-16. Class Counsel

also undertook significant third-party discovery, serving subpoenas, receiving documents, and taking five depositions of various trade industry groups, Defendants’ business partners, and even

state regulators. Id. at ¶ 17. Defendants also took significant third-party discovery. Id. at ¶ 18. All

of this work led to the creation of trial-ready exhibits which were also used in settlement

negotiations.

Expert discovery was also fully completed. The Parties exchanged reports from fifteen

experts in a wide range of fields. Id. at ¶¶ 19-20. Every expert was deposed, and the Parties were

in the process of drafting dueling Daubert motions and motions for summary judgment when the

case was stayed pending appeal. Id. at ¶¶ 21, 25. In short, litigation had proceeded to advanced

stages, with little but a pending appeal of this Court’s class certification order standing between

the Parties and trials of each individual case once they were sent back to their respective transferor

courts following the conclusion of the coordinated pretrial proceedings.

C. Settlement Negotiations and Resulting Settlement Agreement

The Parties first began settlement discussions in November 2016 with a mediation before

Jill Morris, the Court’s then-Director of Mediation and Assessment Program. Kanner Decl. at ¶

warranty, and statewide implied warranty classes. Id. at *27-30; ECF No. 243 (certifying Texas class).

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26. The Parties participated in two formal mediations and numerous teleconferences in between sessions with Ms. Morris, but the discussions were not fruitful. Id. During the course of the next year, counsel for the Parties continued to engage in settlement discussions among themselves. Id. at ¶ 27. Then, on April 24, 2019, the Parties turned again to formal mediation, mediating the

Actions before Eric Van Loon, a highly respected JAMS mediator with more than 20,000 hours of mediation experience. Id. at ¶ 28. No agreement was reached on that date, but the Parties, working with Mr. Van Loon, continued their settlement discussions. Id. at ¶ 29. In the midst of settlement discussions, on June 26, 2019, the Eight Circuit granted Defendants’ Rule 23(f) petition, creating a new risk for Plaintiffs. Id. at ¶ 30. After over a year of settlement negotiations under the supervision of Mr. Van Loon, the Parties agreed in principle to a Settlement on August 6, 2020.

Id. at ¶ 31. Further negotiations continued on the details of an agreement, and a final Settlement

Agreement was executed on February 1, 2021. Id. at ¶ 32; see also ECF No. 257-1 (“Settlement

Agmt.”) Notably, attorneys’ fees were not discussed until after the class relief was agreed to. Id. at ¶ 34; Settlement Agmt. at 38.

For settlement purposes only, Plaintiffs sought conditional certification of the Settlement

Class, which broadens the previously certified classes to include:

All Persons in the United States who, between September 1, 2010 and December 31, 2017, for personal use and not for resale, purchased Defendants’ DG-branded motor oil, DG SAE 10W-30 (SF specification) and/or DG SAE 10W-40 (SF specification) for use in vehicles manufactured after 1988, and/or DG SAE 30 (SA specification) for use in vehicles manufactured after 1930.

Excluded from the Settlement Class are: (a) Dollar General, its officers, directors, agents, trustees, corporations, trusts, representatives, employees, successors, assigns, or other persons or entities related to or affiliated with Dollar General and/or their officers and/or directors; (b) Judges, justices, magistrates or judicial officers presiding over this matter and their immediate family members and staff; (c) Counsel for Plaintiffs in the lawsuits listed

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above and their employees; and (d) any Settlement Class Member who files a valid, timely Opt-Out request.

Settlement Agmt. at 11-12. The Court conditionally certified this Class in its Preliminary Approval

Order. ECF No. 259 at 1-2.

The key terms of the Settlement Agreement are as follows:

1. Defendants agree to permanently stop selling the obsolete version of its DG Auto brand motor oil—the prime point of contention in this lawsuit—replacing it with a modern specification motor oil which they will continue to update as the standards evolve (subject to minor limitations).4 Settlement Agmt. at 13.

2. Defendants will employ a full-time employee to monitor the quality of its motor oil, review customer complaints, consult with vendors to ensure compliance with applicable specifications and labeling requirements, and make quarterly reports to Dollar General’s Vice President for Global Compliance. Id. at 14.

3. Defendants will pay up to $28.5 million to compensate purchasers of the DG Auto obsolete motor oil, consisting of Partial or Full Refund Benefits and Property Damage Benefits:

a. Partial Refund Benefits without Proof of Purchase: Settlement Class Members without proof of purchase can recover $1.68 per quart of the Products purchased during the Settlement Class Period,5 with a maximum household (same address) recovery of $16.80 (10 quarts). Id. at 15.

b. Full Refund Benefits with Proof of Purchase: Settlement Class Members with proof of purchase can recover the full amount spent on the Products during the Settlement Class Period for which they have proofs of purchase. Id.

c. Property Damage Benefits: Settlement Class Members who sustained automotive damage to post-1988 cars (SF purchasers) or post-1930 cars (SA purchasers) from the use of the Products can seek reimbursement for that property damage subject to an aggregate cap of $4,275,000. Id. at 16-20. All Property Damage Benefit claimants must provide the year / make / model of the damaged automobile, the damage date and repair cost (if known), documentation showing ownership, and a

4 In situations where an active specification motor oil is re-categorized as non-active, the permanent injunction shall expressly allow for a twelve (12) month window during which Defendants can attempt to sell-through their current inventory of non-active specification motor oil, unless a regulatory agency directs otherwise. Settlement Agmt. at 13-14. 5 For the vast majority of the Class Period, the retail price of the Product in most markets was $2.75 per quart. Kanner Decl. at ¶ 36. Further, the Settlement Class Period encompasses the entire time Dollar General sold the Product, so that every consumer who ever purchased the Product may participate in this Settlement. Id. at ¶ 37.

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description of the damage. The Property Damage Benefit amount depends on the level of additional proof provided, and the age and/or mileage of the automobile (wherein the decision is made independently by a Special Master):

i. Vehicle damage diagnosed by an ASE certified mechanic: for Settlement Class Members providing repair receipts / estimates / work orders and an affidavit from an Automotive Service Excellence (ASE) certified mechanic, up to $2,250 (depending on the age and mileage on the vehicle). Id. at 19-20.

ii. Vehicle damage diagnosed by someone other than an ASE certified mechanic: for Settlement Class Members providing repair receipts / estimates / work orders and an affidavit from someone other than a certified mechanic, up to $500 (depending on the age and mileage on the vehicle). Id. at 17-19.

d. Settlement Class Members may submit claims for either Partial Refund Benefits or Full Refund Benefits and for Property Damage Benefits (if applicable). Id. at 16.

4. Notice is being provided pursuant to a comprehensive, nationwide notice campaign paid for by Dollar General (with an estimated cost of almost $300,000.00). Id. at 26; see also Kanner Decl. at ¶ 39.

5. Settlement Class Members (except for Class Representatives) may opt-out of the Settlement Class at any time during the opt-out period. Settlement Agmt. at 30.

6. Settlement Class Members who submit a timely and valid claim (whether by mail or online) will receive a settlement check or electronic payment. Id. at 23.

7. Dollar General will pay for settlement administration costs (including the Settlement Administrator and the Property Damage Benefits Special Master). Id. at 28.

8. Class Counsel will seek, and Defendants will not object to, attorneys’ fees and costs in the amount of $10 million, representing 90.6% percent of the current lodestar, and reimbursement of current expenses and costs totaling $894,755.77. Id. at 37-38; see also Kanner Decl. at ¶¶ 42-47.

9. The Class Representatives will seek, and Defendants will not object to, $135,000 in Service Awards to be allocated equally among the twenty (20) Class Representatives. Settlement Agmt. at 38-39.

The award of attorneys’ fees and costs, Service Awards, and the costs associated with notice, administration, and the Settlement Administrator and the Special Master will be paid for

by Dollar General and will not diminish the recovery of the Settlement Class. Id. at 28, 37, 39.

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D. Preliminary Approval

On February 8, 2021, this Court granted preliminary approval of the Settlement. See

Preliminary Approval Order, ECF No. 259. As relevant to the instant motion, the Court therein found the Settlement was reached after arm’s length negotiation between experienced counsel. Id. at 1. The Court also set various deadlines, including the deadline for Class Counsel to file a motion for attorneys’ fees, costs, and Service Awards. Id. at 9. Class Counsel submits this fee application in accordance with that schedule.

III. LAW AND ARGUMENT

A. The Court Should Award Class Counsel $9,105,244.23 in Attorneys’ Fees

1. Legal standard

In the Eighth Circuit, “[t]he district court has discretion to use either a lodestar or percentage-of-the-fund method in determining an appropriate recovery[.]” Rawa v. Monsanto Co.,

934 F.3d 862, 870 (8th Cir. 2019). “‘Under the ‘lodestar’ methodology, the hours expended by an attorney are multiplied by a reasonable hourly rate of compensation so as to produce a fee amount which can be adjusted, up or down, to reflect the individualized characteristics of a given action.’”

Keil v. Lopez, 862 F.3d 685, 701 (8th Cir. 2017) (quoting Johnston v. Comerica Mortg. Corp., 83

F.3d 241, 244 (8th Cir. 1996)). “Another method, the ‘percentage of the benefit’ approach, permits an award of fees that is equal to some fraction of the common fund that the attorneys were successful in gathering during the course of the litigation.” Johnston, 83 F.3d at 244-45. “It is within the discretion of the district court to choose which method to apply, as well as to determine the resulting amount that constitutes a reasonable award of attorney’s fees in a given case.” In re

Life Time Fitness, Inc., Tel. Consumer Prot. Act (TCPA) Litig., 847 F.3d 619, 622 (8th Cir. 2017)

(internal quotations and citations omitted).

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After choosing which method, the Court then evaluates “the ultimate reasonableness of the

award…by considering relevant factors from the twelve factors listed in Johnson v. Ga. Highway

Express, Inc., 488 F.2d 714, 719-20 (5th Cir. 1974).’” Rawa, 934 F.3d at 870 (quoting In re Target

Corp. Customer Data Sec. Breach Litig., 892 F.3d 968, 977 (8th Cir. 2018)). “‘The [Johnson] factors are: (1) the time and labor required; (2) the novelty and difficulty of the questions; (3) the skill requisite to perform the legal service properly; (4) the preclusion of employment by the attorney due to acceptance of the case; (5) the customary fee; (6) whether the fee is fixed or contingent; (7) time limitations imposed by the client or the circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation, and ability of the attorneys; (10) the “undesirability” of the case; (11) the nature and length of the professional relationship with the client; and (12) awards in similar cases.’” In re Target Corp., 892 F.3d at 977 (quoting Winter v.

Cerro Gordo Cty. Conservation Bd., 925 F.2d 1069, 1074 n.8 (8th Cir. 1991) (quoting Hensley v.

Eckerhart, 461 U.S. 424, 430 n.3 (1983)). In the Eighth Circuit, “the lodestar amount is presumed to be reasonable[.]” In re Kula, 213 B.R. 729, 738 (B.A.P. 8th Cir. 1997). The Eighth Circuit further “‘give[s] substantial deference to a district court’s determinations, in light of the district court’s superior understanding of the litigation.’” Rawa, 934 F.3d at 870 (quoting In re Genetically

Modified Rice Litig., 764 F.3d 864, 871 (8th Cir. 2014)).

2. The fee request should be evaluated under the lodestar method

Class Counsel respectfully submit that the lodestar method is most appropriate in awarding attorneys’ fees for a number of reasons. First, there is no common fund created in this case. Second, the injunctive relief is significant. Dollar General is not providing labeling disclosures on an inferior product, but rather replacing the Products with modern-specification motor oil, which it will continue to update.

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Finally, as described below, the amount sought by Class Counsel actually represents a

negative multiplier. Since Class Counsel are seeking less than their actual lodestar, this plainly

brings this case within the range of awards in similar cases. See, e.g., In re Target Corp., 892 F.3d at 977 (negative 0.74 multiplier evidence of reasonableness); Rawa, 934 F.3d at 870 (“while the

5.3 lodestar multiplier is high, it does not exceed the bounds of reasonableness”); In re Charter

Commc’ns, Inc., Sec. Litig., No. 02-1186, 2005 WL 4045741, at *18 (E.D. Mo. Jun. 30, 2005)

(finding reasonable a 5.61 cross-check multiplier and noting that “[t]o overly emphasize the amount of hours spent on a contingency fee case would penalize counsel for obtaining an early settlement and would distort the value of the attorneys’ services”) (internal quotation omitted)).

3. Class Counsel’s lodestar figure is reasonable, and the requested award represents a negative multiplier

As noted in the attached declaration, the total time incurred by Class Counsel is 21,046.62 hours.6 Kanner Decl. at ¶ 46. These hours were all necessary for the successful prosecution of this

matter, and assignments were delegated by Lead Counsel to avoid duplication of effort. Id. at ¶ 56.

Itemized time records were collected from each firm on a monthly basis and reviewed by Lead

Counsel. Id. at ¶¶ 50-53. Further, non-billable time (such as that incurred preparing billing records

or this fee application) were excluded from the lodestar. Id. at ¶ 52. The hourly rates, ranging from

$200 to $1,000 (attorneys) and $115 to $225 (staff and paralegals) are reasonable with respect to consumer class actions and complex litigation and represent each firm’s standard and customary hourly rates. Id. at ¶¶ 54, 57.

Though Plaintiffs’ lodestar is $10,047,652.02, they seek only $9,105,244.23 in fees,

6 Class Counsels’ work here is not done, and their lodestar and costs and expenses will inevitably increase through subsequent filings and any potential appeals. Further, Class Counsel will supervise the administration of the Settlement, and monitor compliance with the Settlement Agreement’s injunctive relief provisions. Kanner Decl. at ¶ 49.

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representing a negative multiplier of 0.906. Kanner Decl. at ¶¶ 47-48. This makes the fee request

under the lodestar method more than presumptively reasonable. See, e.g., In re Target, 892 F.3d at 977 (noting district court’s finding that requested fee “amounts to a negative lodestar multiplier of .74”); In re Zurn Pex Plumbing Prod. Liab. Litig., No. 08-1958, 2013 WL 716460, at *5 (D.

Minn. Feb. 27, 2013) (noting “ongoing work in finalizing this litigation and administering claims…will erode the fee award to a negative lodestar multiplier”); In Re NTL, Inc. Sec. Litig.,

No. 02-3013, 2007 WL 623808, at *8 (S.D.N.Y. Mar. 1, 2007) (fee awards based on negative lodestars are fair and reasonable).

4. The Johnson factors confirm the reasonableness of the fee request

The Johnson factors further confirm the reasonableness of the fee request. Each factor is analyzed below, with each factor underscoring the reasonableness of Plaintiffs’ fee request.

a. Johnson factor 1: the time and labor required

The actual time and labor required, as represented by Class Counsel’s lodestar, exceeds the amount sought in attorneys’ fees. This consolidated case was zealously defended and heavily litigated, marked by significant fact and expert discovery, motion practice, appellate briefing, and settlement negotiations. See supra, Sections II(B)-(C). As a result, Class Counsel necessarily incurred a lodestar of $10,047,652.02, which represents more than what Class Counsel now request in awarded fees. The time and labor required support Plaintiffs’ fee request.

b. Johnson factor 2: the novelty and difficulty of the questions

This case involved novel and difficult questions with respect to fact, law, and procedure.

The factual scenario (out-of-specification automotive motor oil) was novel, and Class Counsel did not have the benefit of precedent with which to assess the viability of the claims, nor could they piggy-back on the work of others. Kanner Decl. at ¶ 63. The case involved experts in fields rarely seen in civil litigation, such as tribology (the science of fluid lubrication). Id. at ¶ 64.

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 15 of 25

The case also involved difficult questions of law and procedure. Several courts have

recognized that multi-state consumer protection class actions present significant risks, such as choice-of-law and class certification issues. See, e.g., Yarrington v. Solvay Pharm., Inc., 697 F.

Supp. 2d 1057, 1062-63 (D. Minn. 2010) (recognizing the risk involved in case implicating

different state laws and noting that “[e]ven if Plaintiffs had obtained class certification, the trial of

their claims under multiple state consumer laws would have required substantial preparation and involved the presentation of dozens of witnesses and numerous experts, with no assurance of a favorable outcome”). Further, this case involved legal issues that were novel (such as potential

preemption or safe harbor defenses as applied to automotive oil) and difficult (such as the appellate briefing around ascertainability). The novelty and difficulty of the questions implicated by this case support the requested fee award.

c. Johnson factor 3: the skill requisite to perform the legal service properly

Given the novelty and difficulty of the questions, this case demanded attorneys well-versed in complex, multi-district consumer class action litigation. “Class actions are not easy cases. It takes lawyers of great skill to navigate the procedural and substantive hurdles inherent in them and, should such a matter settle, arrive at a settlement that is fair to the class as a whole.” Swinton v. SquareTrade, Inc., 454 F. Supp. 3d 848, 886 (S.D. Iowa 2020). This Court witnessed first-hand

Class Counsel’s skill in representing the classes here. The third Johnson factor supports Plaintiffs’ fee request.

d. Johnson factor 4: the preclusion of employment by the attorney due to acceptance of the case

Due to the length and complexity of this case, as well as its substantial costs, the attorneys

involved were necessarily precluded from undertaking other cases. See, e.g., Matter of Malewicki,

142 B.R. 353, 357 (Bankr. D. Neb. 1992) (this factor weighs in favor of fee request where “[l]egal

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services may be required over…36 months”). Here, this case has been actively litigated for nearly five years, and during that period, there were significant time periods where members of Class

Counsel were emersed in the litigation, such as in responding to discovery, reviewing the voluminous document productions, taking and defending depositions, and working with experts to prepare reports and take and defend expert depositions. This factor supports the reasonableness of the requested fee.

e. Johnson factor 5: the customary fee

Class Counsel seek reimbursement of fees under the lodestar method, which is one of two

customary methods by which to calculate the reasonableness of fees. Courts also recognize the

availability of statutory fees under the fee-shifting provisions of state consumer protection statutes,

such as those at issue here. Swinton, 454 F. Supp. 3d at 886-87. This factor weighs in favor of

finding Plaintiffs’ requested fee to be reasonable.

f. Johnson factor 6: whether the fee is fixed or contingent

Here, Class Counsel’s retention agreements with the Class Representatives provide for

payment of fees contingent upon success. Kanner Decl. at ¶ 65. As a result, Class Counsel have

litigated this case for almost five years, and expended hundreds of thousands of dollars in expenses,

without receiving any payment or reimbursement to date. This factor thus weighs in favor of the

fee request. See, e.g., Barfield v. Sho-Me Power Elec. Co-op., No. 11-4321, 2015 WL 3460346, at

*5 (W.D. Mo. June 1, 2015) (contingency fee agreement with class representatives supported

requested fee).

g. Johnson factor 7: time limitations imposed by the client or the circumstances

Here, significant time limitations were imposed by the circumstances in this case. Where

the party making the fee request had limited “control over the case because [the opposing party]

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 17 of 25

may take the initiative with motions to dismiss [or other relief] [and] must always react within the time limits imposed by the court,” this factor weighs in favor of the requested fee. Matter of

Malewicki, 142 B.R. at 357. As noted above, Dollar General was hardly a passive litigant and filed a number of aggressive motions (and an appeal) that Class Counsel were forced to respond to under strict time limitations. This factor supports the reasonableness of the requested fee.

h. Johnson factor 8: the amount involved and the results obtained

Courts routinely provide that “the ‘most critical factor is the degree of success obtained.’”

Parton v. GTE N., Inc., 802 F. Supp. 255, 257 (W.D. Mo. 1991), aff’d, 971 F.2d 150 (8th Cir.

1992) (quoting Hensley, 461 U.S. at 436). As described above, the Settlement provides up to $28.5 million in monetary benefits for Settlement Class Members. Those claimants with proof of purchase may receive the full amount they spent on the Products. Claimants with no proof of purchase may receive $1.68 per quart (out of the approximate $2.75 actually spent), up to $16.80 per household. See supra, Section II(C). The Settlement also provides up to $4.275 million for

Settlement Class Members whose automobiles suffered damage, with an independent Special

Master to oversee the process and make compensation determinations. Id. In addition, the

Settlement also provides that Dollar General will pay the cost of notice and administration, as well as attorneys’ fees and costs for Class Counsel, separate and apart from the monetary benefits available for Settlement Class Members.

Further, the Settlement in this case actually provides benefits that would not be achievable even if Plaintiffs were to prevail at trial. First, the nationwide Settlement Class is a significant expansion of the seventeen state-only classes previously certified by this Court. Compare

Settlement Agmt. at 11-12 to ECF No. 21 at 58-62. As Plaintiffs’ economic model demonstrates,

Dollar General’s sales nationwide were more than double the total sales for the certified states.

Kanner Decl. at ¶ 38; see also ECF No. 175-49 at Table 1 (comparing refund damages in certified 13

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 18 of 25

states to implied warranty nationwide damages). The Eighth Circuit has noted that a nationwide settlement for a case where nationwide relief would not otherwise be possible strongly weighs in favor of approving the Settlement. See Keil, 862 F.3d at 696 (“although the district court certified the class for purposes of settlement, it is uncertain whether, if the case proceeded to trial, this multistate class of consumers would have created ‘intractable management problems’ requiring the district court to decertify it”) (quoting Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 620

(1997)).

Second, the Settlement extends back to 2010, encompassing the entire time Dollar General sold the Products, a window that would be unavailable to most class members had the cases gone to trial, given the statutes of limitations at issue. Id. Only five of the certified state classes extended back to 2010. ECF. No. 213 at 58-62.

Third, since selling obsolete oil is not per se illegal, Plaintiffs’ best hope for injunctive relief at trial would be labeling changes. But here, Defendants have agreed to not only permanently cease selling the Products, but to replace them with high-quality, modern specification motor oil, which Defendants will continue to update as the specifications evolve. Settlement Agmt. at 13.

Fourth, Defendants have also agreed to employ a full-time employee to monitor the quality of its motor oil, review customer complaints, consult with vendors to ensure compliance with applicable specifications and labeling requirements, and make quarterly reports to Dollar

General’s Vice President for Global Compliance. Id. at 14. This changes the way Dollar General operates and lowers the risk of harm to consumers going forward. Given that Defendants’ liability was not contingent upon its failure to have such an employee, it is speculative as to whether this type of relief could have been achieved at trial.

Finally, the Settlement provides a mechanism whereby consumers suffering damage to

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 19 of 25

their automobiles may seek compensation, a benefit that is rarely seen in consumer class actions.

It is not clear whether this would have been possible following trial given the manageability issues

regarding same. But, “[c]onfronted with a request for settlement-only class certification, a district

court need not inquire whether the case, if tried, would present intractable management problems.”

Amchem Prods., 521 U.S. at 620.

In short, Class Counsel not only achieved an excellent result, but one that goes beyond

what they could ever hope to achieve at trial. Despite this, Plaintiffs still seek a negative multiplier

of 0.906. The eighth Johnson factor strongly supports the reasonableness of the proposed fee

award.

i. Johnson factor 9: the experience, reputation, and ability of the attorneys

With respect to the ninth Johnson factor, this Court (in granting class certification) noted that “Plaintiffs provide that they are represented by experienced class action counsel that will vigorously prosecute the case.” ECF No. 228 at 31 (citing ECF No. 174-34). As the firm biographies note, Class Counsel has been recognized by many courts for its mastery of multidistrict consumer class actions similar to the one at hand. See ECF No. 174-34. Accordingly, this factor supports the reasonableness of the proposed fee award.

j. Johnson factor 10: the undesirability of the case

Related to the fifth and sixth “fee-based factors [is] the tenth Johnson factor: the undesirability of the case.” Swinton, 454 F. Supp. 3d at 887. As explained by one court, this factor supports the reasonableness of the lodestar fee in consumer protection cases like this one:

In cases, such as here, where an individual’s damages may be relatively modest, plaintiffs may be unwilling (or unable) to pay attorney’s fees and costs in advance. Thus, were it not for statutory provisions allowing for awards of attorney’s fees and costs to prevailing parties, and attorneys willing to assume representation on a contingent fee basis because of those provisions, it would be

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 20 of 25

difficult for a plaintiff to obtain legal representation in such matters. Consequently, public policy favors adequate fee awards in cases involving fee-shifting statutes so as to encourage aggrieved plaintiffs to bring such actions and to provide incentives for counsel to take them on a contingent fee basis.

Id. This case likewise involved small individual claims based on fee-shifting consumer protection statutes. Accordingly, this factor also supports the reasonableness of Plaintiffs’ requested fee.

k. Johnson factor 11: the nature and length of the professional relationship with the client

The eleventh Johnson factor is most often met in the consumer class action context where

Class Counsel has “represented [the Class Representatives] for [multiple] years in this case, and

[the Class Representatives] have been actively involved in this matter.” Swinton, 454 F. Supp. 3d at 888. This litigation has been ongoing for multiple years, and as explained infra, Section III(C), the Class Representatives have been actively involved in not only the litigation but will also monitor Dollar General’s injunctive relief obligations. Because “[t]his shows [the Class

Representatives] and [their] attorneys have had a positive, cooperative professional relationship[,]” this factor also supports the reasonableness of the proposed fee award. Id.

l. Johnson factor 12: awards in similar cases

The last Johnson factor also weighs in Plaintiffs’ favor because “lodestar multipliers under two are commonly approved in the Eighth Circuit.” Swinton, 454 F. Supp. 3d at 888 (citing

Caligiuri v. Symantec Corp., 855 F.3d 860, 866 (8th Cir. 2017)). Here, Class Counsel seek a lodestar with a 0.906 negative multiplier.

Because the lodestar sought here is presumptively reasonable, courts do not “cross-check”

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 21 of 25

it against the common fund.7 This task is made even more irrelevant where, as here, the Settlement does not establish a common fund and contains significant non-monetary relief. Even so, as part of their motion for final approval, Plaintiffs will submit the Declaration and Report of Dr. Kurt

Krueger, an economist retained by Class Counsel. Kanner Decl. at ¶ 69. Dr. Krueger’s report will calculate the economic value of one component of the injunctive relief: the commitment to provide modern-specification motor oils in the future. Id. at ¶ 70. Based on Dr. Krueger’s initial review,

Plaintiffs anticipate this number to exceed $20,000,000 (twenty million dollars) on an annual basis.

Id. at ¶ 71. Thus, even if the Court were to take the unusual step of considering the monetary value of the injunctive relief in assessing the reasonableness of the fee, the fee amount requested represents a small fraction of the benefits Settlement Class Members will enjoy going forward.

This is in addition to the pure monetary components of the Settlement.

Plaintiffs’ request for its lodestar with a negative multiplier is far less than what is awarded in similar cases. The twelfth Johnson factor—like each of the eleven before it—underscores the reasonableness of Plaintiffs’ fee request.

B. Reimbursement of Class Counsel’s Costs and Litigation Expenses Should be Approved

Class Counsel have thus far incurred a total of $894,755.77 in properly documented costs and litigation expenses. Kanner Decl. at ¶ 58. These costs and expenses were reasonable and necessary in the pursuit of this litigation and the results obtained. Id. at ¶¶ 54, 60. Courts routinely reimburse costs and expenses in class action litigation like those incurred by Class Counsel, including, inter alia, those relating to “travel expenses; expert compensation; transcripts; . . .

7 Rather, the lodestar is used to cross-check the reasonableness of a “percentage of the benefit approach.” Keil, 862 F.3d at 701 (citing Petrovic v. Amoco Oil Co., 200 F.3d 1140, 1157 (8th Cir. 1999)). And even then, a court is “not required to do so[.]” Id.

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 22 of 25

mediation charges; copying documents; document hosting; telephone, postage, and delivery costs;

making court appearances; and communicating with class members.” Pollard v. Remington Arms

Co., LLC, 320 F.R.D. 198, 224 (W.D. Mo. 2017), aff’d, 896 F.3d 900 (8th Cir. 2018).

Further, these costs and expenses will be paid from the total $10 million fee and expense

request, which was negotiated only after the relief to the Settlement Class was agreed upon, and

will not reduce any benefits made available to the Settlement Class. Kanner Decl. at ¶ 61. Class

Counsel put forward these necessary out-of-pocket costs without assurance that they would ever

be repaid. Id. at ¶ 62. The requested amount is therefore reasonable and should be approved.

C. The Requested Service Awards Should be Approved

Plaintiffs request a service award of $6,750 to each Class Representative.8 As with the

attorneys’ fees and expenses, Defendants’ payment of the Service Awards will be separate and

apart from the monetary benefits available to Settlement Class Members. Settlement Agmt. at 38.

In light of their value compared to the overall benefit of the Settlement, the Service Awards

are reasonable. Courts recognize that the risk, time, and dedication that an individual devotes to a

lawsuit that inures to the common benefit of others warrants a service award above-and-beyond

what other settling plaintiffs receive. See, e.g., Claxton v. Kum & Go, L.C., No. 16-3385, 2015 WL

3648776, at *2, 7 (W.D. Mo. June 11, 2015) (approving incentive award to named plaintiff in the

amount of $14,145); Johnson v. Casey’s Marketing Co., No. 15-3086, 2015 WL 12806576, at *1

(W.D. Mo. Dec. 12, 2015) (approving the terms of the settlement agreement, including incentive

award to named plaintiff in the amount of $7,500); Hermsen v. City of Kansas City, No. 11-753

(W.D. Mo. Sept. 22, 2014) (ECF No. 115) (approving service award to named plaintiff in the

8 The Settlement provides that Defendants will pay a Service Award to the Class Representatives in a total amount not to exceed $135,000, which is $6,750 for each of the twenty Class Representatives. Settlement Agmt. at 38.

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 23 of 25

amount of $42,282); Rawa v. Monsanto Co., No. 17-1252, 2018 WL 2389040, at *9 (E.D. Mo.

May 25, 2018) (approving service awards of $10,000; $5,000 and $2,500).

Here, each Class Representative invested significant time in the litigation by working with

Class Counsel to facilitate the investigation, litigation, and resolution of this matter. Kanner Decl.

at ¶ 74. They each received and reviewed various drafts and final pleadings, provided Class

Counsel with pertinent information, responded to written discovery and provided responsive

documents, and were deposed by Dollar General’s counsel. Kanner Decl. at ¶¶ 75-78. The Class

Representatives also received and carefully reviewed the Settlement Agreement to understand its

terms and benefits to the Settlement Class, and discussed same with Class Counsel. Id. at ¶ 79.

Further, the Class Representatives have agreed to assist in Class Counsels’ future efforts to monitor

Dollar General’s compliance with the “modern specification” injunctive relief component. Id. at ¶

80. Declarations of each of the Class Representatives describing their respective efforts in the

litigation are attached to the Kanner Declaration as Exhibit A.

Given the importance of the assistance provided by the Class Representatives, and their

ongoing commitment to help monitor compliance with the Settlement’s terms, these Service

Awards are reasonable.

IV. CONCLUSION

For all of the aforementioned reasons, Plaintiffs’ Motion should be granted in its entirety.

The Court should award Class Counsel $10 million in attorneys’ fees, costs, and litigation

expenses, as well as $135,000 in service awards to be distributed equally among the Class

Representatives.

Dated: April 26, 2021 Respectfully submitted,

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 24 of 25

and

Allan Kanner Cynthia St. Amant KANNER & WHITELEY, LLC 701 Camp Street New Orleans, LA 70130 Tel: (504) 524-5777 Fax: (504) 524-5763 [email protected] [email protected] Lead Class Counsel

CERTIFICATE OF SERVICE

/s/ Kenneth B. McClain Kenneth B. McClain

Case 4:16-md-02709-GAF Document 265-1 Filed 04/26/21 Page 25 of 25

Exhibit 1

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 1 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

ROBERT OREN V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00105 ROBERTO VEGA V. DOLGENCORP, LLC; Case No. 4:16-cv-00518 ALLEN BROWN V. DOLLAR CORP., ET AL.; Case No. 4:16-cv-00519 BRADFORD BARFOOT V. DOLGENCORP, LLC; Case No. 4:16-cv-00520 GERARDO SOLIS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00521 NICHOLAS MEYER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00522 JOHN FOPPE V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00523 JOHN MCCORMICK, IH V. DOLGENCORP, LLC; Case No. 4:16-cv-00524 BRUCE GOOEL V. DOLGENCORP, LLC; Case No. 4:16-cv-00525 SCOTT SHEEHY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00526 JANINE HARVEY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00528 WILLIAM FLINN V. DOLGENCORP, LLC; Case No. 4:16-cv-00529 KEVIN GADSON V. DOLGENCORP, LLC; Case No. 4:16-cv-00530 MIRIAM FRUHLING V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00531 ROBIN PREAS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00533 JAMES TASCHNER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00606 JASON WOOD, ET AL. V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00607 BRANDON RAAB V. DOLGENCORP, LLC; Case No. 4:16-cv-00868 SEIT ALLA V. DOLGENCORP, LLC Case No. 4:17-cv-00413

DECLARATION OF ALLAN KANNER IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES, AND CLASS REPRESENTATIVE SERVICE AWARDS

I, Allan Kanner, declare and state as follows:

1. I am the founding partner of Kanner & Whiteley, L.L.C. I am a member in good standing of the State Bars of Louisiana, New Jersey, California, Oklahoma, New York,

Pennsylvania, and Texas.

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 2 of 58 2. I make this Declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses, and Class Representative Service Awards, based upon my personal knowledge.

3. Kanner & Whiteley was appointed Interim Lead Counsel on June 21, 2016, and in conjunction with the Court’s March 21, 2019 Class Certification Order, Kanner & Whiteley was appointed Lead Class Counsel for all certified classes.

4. My firm and I began investigating Dollar General’s sale of obsolete motor in mid-

2015.

5. My firm and our co-counsel filed the first of these cases in December 2015.

6. Between 2016 and 2017, a number of putative class actions were filed in federal courts across twenty states, which were consolidated before this Court by the Judicial Panel on

Multidistrict Litigation.

7. These cases were heavily litigated from the inception until the Settlement was reached.

8. Prior to transfer and consolidation in this MDL, the individual cases were litigated to varying degrees with motions to dismiss and/or motions to strike class allegations being briefed in Colorado, Florida, Illinois, Kentucky, Maryland, Michigan, Minnesota, Missouri, New Jersey, and Ohio.

9. Once transferred and consolidated, Class Counsel successfully resisted Defendants’ early efforts to stay discovery. See ECF Nos. 14, 21.

10. Class Counsel filed an extensive consolidated complaint. See ECF No. 44.

11. Class Counsel fully briefed and prevailed in large part on Defendants’ Motion to

Dismiss the consolidated complaint. See ECF Nos. 85, 89, 91, 117.

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 3 of 58 12. Class Counsel also briefed and prevailed on Defendants’ Motion to Strike Class

Allegations. See ECF Nos. 87, 89, 92.

13. Following these initial motions, discovery began.

14. Fact discovery in this case was extensive. The parties exchanged written discovery including initial disclosures and numerous rounds of interrogatories and requests for the production of documents, as well as requests for admission. This resulted in the production of over

240,000 pages of documents. Class Counsel created an electronic database to house these documents, created a uniform review process, and spent considerable time and effort reviewing all of the written discovery that was produced and assessing its value for upcoming depositions and trial.

15. Many of these selected documents were then used in depositions. Over forty fact witnesses were deposed. Class Counsel deposed Defendants’ corporate representative and fourteen current or former Dollar General employees and/or officers.

16. Defendants deposed each of the Plaintiffs. Prior to these depositions, Class Counsel met with and prepared each Plaintiff for the deposition and then defended the Plaintiffs at the depositions.

17. Class Counsel also undertook significant third-party discovery. Class Counsel served subpoenas and then reviewed responsive documents from these third-parties, which included various trade industry groups, Defendants’ business partners, and even state regulators.

Class Counsel thereafter deposed five of these third-parties.

18. Defendants also took significant third-party discovery of a number of entities and individuals they believed had information relevant to the Plaintiffs’ claims. Class Counsel participated in these depositions, as well.

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 4 of 58 19. Expert discovery was also fully completed. Class Counsel expended significant resources locating and working with experts for this litigation. This included Plaintiffs’ marketing expert who conducted a consumer survey, as well as Plaintiffs’ tribology expert, which is a unique field of expertise, but useful in asserting the dangers of using obsolete motor oil. Class Counsel retained seven testifying experts for purposes of this Action.

20. The parties exchanged voluminous expert reports from fifteen experts in a wide range of fields, including marketing, human factors, tribology, mechanical engineering, oil refining and marketing industry, and economics/damages.

21. Class Counsel prepared for and deposed each of Defendants’ eight experts and defended each of Plaintiffs’ experts at their depositions.

22. With the benefit of fact and expert discovery, Class Counsel researched and briefed their Motion for Class Certification. Plaintiffs prevailed on their motion in substantial part, and

Class Counsel further briefed a Motion for Reconsideration regarding an issue with the Texas class, on which they also prevailed. See ECF Nos. 174, 184, 192, 228, 232, 234, 235, 236.

23. Throughout this period, Class Counsel also briefed other discovery motions or motions in limine. See ECF Nos. 16, 20, 186, 190, 197, 200, 201, 214, 221.

24. Following this Court’s ruling on the Motion for Class Certification, Defendants filed a Rule 23(f) petition with the Eighth Circuit. This involved further briefing by Class Counsel.

Once the Eighth Circuit granted Defendant’s petition, Class Counsel spent extensive time and effort in researching and briefing the class certification issues on appeal.

25. Class Counsel had also begun researching issues for Daubert motions in conjunction with the Court’s scheduling order, and the parties were in the process of drafting

Daubert motions and motions for summary judgment when the case was stayed pending appeal.

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 5 of 58 26. The parties first began settlement discussions in November 2016 with a mediation before Jill Morris, the Court’s then-Director of Mediation and Assessment Program. The parties participated in two formal mediations and numerous teleconferences in between sessions with Ms.

Morris, but the discussions were not fruitful.

27. Over the course of the next year, counsel for the parties continued to engage in settlement discussions among themselves.

28. On April 24, 2019, the parties decided to try formal mediation again, this time before a private mediator agreed upon by the parties, Eric Van. Loon. Mr. Van Loon is a highly respected JAMS mediator with more than 20,000 hours of mediation experience.

29. No agreement was reached during the in-person mediation on April 24, 2019, but the parties continued settlement negotiations, working with Mr. Van Loon.

30. In the midst of these settlement discussions, on June 26, 2019, the Eight Circuit granted Defendants’ Rule 23(f) petition, which created a new risk for Plaintiffs.

31. After over a year of settlement negotiations under the supervision of Mr. Van Loon, the parties agreed in principle to a Settlement on August 6, 2020.

32. Further negotiations continued on the details of an agreement, and a final

Settlement Agreement was executed on February 1, 2021 .

33. All of the settlement negotiations were at arms’ length, and the parties extensively negotiated almost every aspect of the Settlement Agreement.

34. Attorneys’ fees were not discussed until after the parties had reached agreement on the substantive relief for Settlement Class Members, and the parties negotiated the settlement of these statutory attorneys’ fees and litigation costs under the supervision of the mediator.

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 6 of 58 35. The Partial Refund Benefits portion of the Settlement provides Settlement Class

Members without proof ofpurchase the ability to claim $ 1 .68 per quart of DG Auto obsolete motor oil purchased up to a total of 1 0 quarts ($16.80) per household. This represents a significant portion of the purchase price.

36. Documents produced in discovery, including DG01013579-DG01013613, indicate that for the vast majority of the Class Period, the retail price of the Products in most markets was

$2.75 per quart. The retail price in 2010 at the beginning of the Class Period was $2.25 per quart, and by August 2011, the price had increased to $2.75, where it remained for the rest of the Class

Period.

37. The Settlement Class Period runs from September 1, 2010, through December 31,

2017, the entire time Dollar General sold the Products. This provides every consumer who ever purchased DG Auto obsolete motor oil the opportunity to participate in this Settlement.

38. While seventeen state classes were certified by this Court, the Settlement Class provides nationwide relief. As Plaintiffs’ economic model demonstrates, Dollar General’s sales nationwide were more than double the total sales for the certified states. See also ECF No. 175-49 at Table 1 (comparing refund damages in certified states to implied warranty nationwide damages).

39. The parties worked with Heftier Claims Group, the Settlement Administrator, to develop a comprehensive, nationwide notice campaign to be paid for by Dollar General. The estimated cost of the notice campaign is almost $300,000.

40. Class Counsel continue to work with the Settlement Administrator in implementing the notice program and overseeing the claims process.

41. Under the terms of the Settlement Agreement, Defendants have agreed to pay Class

Counsels’ attorneys’ fees and litigation costs not to exceed $10 million.

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 7 of 58 42. Class Counsel seek an award of $10 million for attorneys’ fees and reimbursement of litigation costs and expenses.

43. As of the date of this filing, Class Counsels’ reasonable litigation costs and expenses total at least $894,755.77. Given that Class Counsel continue to oversee the notice program and the claims process and are preparing for the Final Approval Hearing, this number will increase before this matter is concluded.

44. After subtracting Class Counsels’ reasonable litigation costs and expenses, the total fee award would be $9,105,244.23.

45. Class Counsel seeks a fee award under the lodestar method.

46. As of the date of this filing, Class Counsels’ lodestar is at least $10,047,652.02, based on a total of 21,046.62 hours. As with Class Counsel’s costs, Class Counsel’s lodestar will continue to increase, as Class Counsel has further work to do to bring this matter to conclusion.

47. The fee award of $9,105,244.23 would represent 90.6% of Class Counsels’ current lodestar, payable under the consumer fee-shifting statutes at issue in the Action.

48. This results in a negative multiplier.

49. As noted, Class Counsels’ work here is not done, and their lodestar and costs and expenses will inevitably increase through subsequent filings and any potential appeals. Further,

Class Counsel will supervise the administration of the Settlement, and monitor compliance with the Settlement Agreement’s injunctive relief provisions.

50. As set forth in my Response to the Court’s Request for Information on Fee

Allocation Among Plaintiffs’ Counsel (ECF No. 30), each member of Class Counsel agreed to follow certain guidelines with respect to the management of the cases.

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 8 of 58 51. In compliance with these guidelines, throughout the course of the litigation, Class

Counsel made monthly submissions to my firm, not only showing the hours, hourly rate, and lodestar for each timekeeper that month, but also providing billing records showing the time spent each day and list of tasks. Class Counsel were further required to categorize all time (discovery, motions practice, etc.). Class Counsel’s monthly submittals also included costs incurred by each firm by category, supported by detailed records.

52. Other requirements included only performing tasks specifically assigned by Lead

Counsel and billing time in tenth of an hour increments. In addition, non-billable time (such as time incurred preparing billing records or preparing this fee application) was not included.

53. My firm personally reviewed the hours and costs submitted by Class Counsel.

54. In addition, each firm submitted a declaration to me setting forth their total billable hours, customary and standard billable rates, total lodestar, and expenses; confirming their compliance with the agreed upon guidelines; and confirming that their billable hours and costs submitted were true and accurate, as well as fair, reasonable and necessary for the successful administration and prosecution of the litigation.

55. Below is a summary for each firm’s lodestar, setting forth the timekeeper, most recent hourly rate, number of hours, and total lodestar:

8 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 9 of 58 Kanner & Whiteley, LLC (Lead Counsel) Timekeeper Hourly Rate Hours Lodestar Allan Kanner $750 2,215.40 $1,565,975.00 Conlee Whiteley $550 67.80 $36,760.00 Cynthia St. Amant $450 4,138.00 $1,715,225.00 Allision Brouk $375 156.70 $46,802.50 Deborah Trotter $300 20.40 $6,120.00 Caitrin Reilly $175 24.80 $4,340.00 Luke Hasskamp $225 4.50 $1,102.50 J. Fischbach $250 61.60 $15,400.00 Rosalind Davis $125 98.60 $11,349.00 Krystal Crowell $125 9.60 $1,200.00 Ed Avery $125 65.30 $8,162.50 Melesa Shumate $125 2,114.80 $264,350.00 Total: 8,977.50 $3,676,696.50

Humphry, Farrington, & McClain, PC (Liaison Counsel) Timekeeper Hourly Rate Hours Lodestar Kenneth B. McClain $950 342.40 $325,280.00 Kevin D. Stanley $650 915.80 $595,270.00 Andrew K. Smith $600 11.00 $6,600.00 Colin W. McClain $325 223.10 $72,507.50 Nichelle Oxley $300 2.20 $660.00 Jennifer Meisberger $150 1.60 $240.00 Total: 1,496.10 $1,000,557.50

Ademi & O’Reilly, LLP Timekeeper Hourly Rate Hours Lodestar Shpetim Ademi $775 139.70 $100,160.00 Guri Ademi $825 0.70 $525.00 Robert K. O’Reilly $750 7.40 $5,180.00 John D. Blythin $500 39.10 $17,697.50 Mark Eldridge $450 142.10 $55,628.00 Denise L. Morris $450 19.00 $7,125.00 Jesse Fruchter $400 93.10 $28,172.50 Ben Slatky $400 545.90 $175,880.00 Total: 987.00 $390,368.00

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 10 of 58 Berezofsky Law Group Timekeeper Hourly Rate Hours Lodestar Esther Berezofsky $900 43.40 $39,060.00 Mark R. Cuker $795 116.50 $92,617.50 Michael J. Quirk $650 196.20 $127,530.00 Peter C. Romano $500 212.20 $106,100.00 Sarah T. Hansel $425 10.00 $4,250.00 Barbara McBride $225 43.20 $9,720.00 Helena Fonseca $175 .50 $87.50 Total: 622.00 $379,365.00

Clark Law Firm, PC Timekeeper Hourly Rate Hours Lodestar Gerald Clark $600 731.76 $439,058.52 Mark Morris $400 677.93 $271,172.00 William Peck $400 18.50 $7,400.00 Total: 1,428.19 $717,630.52

Daniels Law Firm, PC Timekeeper Hourly Rate Hours Lodestar Walter Daniels $550 258.80 $142,340.00 Alana Gerlach $225 8.60 $1,935.00 Total: 267.40 $144,275.00

Diaz Law Firm Timekeeper Hourly Rate Hours Lodestar Gerald J. Diaz, Jr. $700 7.00 $4,900.00 Christopher P. Williams $400 7.20 $2,880.00 Tripp Segars $300 7.90 $2,370.00 Total: 22.10 $10,150.00

Futscher Law, PLLC Timekeeper Hourly Rate Hours Lodestar David A Futscher $600 543.30 $325,980.00 Total: 543.30 $325,980.00

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 11 of 58 Ku & Mussman, PA Timekeeper Hourly Rate Hours Lodestar Brian Ku $550 100.10 $55,055.00 Louis Mussman $550 268.20 $147,510.00 Ryan Casey $550 2,683.10 $1,475,705.00 Jeremy Herrig $550 58.50 $32,175.00 RS $160 53.10 $8,496.00 AY $115 21.10 $2,426.50 LM $125 1.10 $137.50 Total: 3185.20 $1,721,505.00

Law Offices of A. Craig Eiland Timekeeper Hourly Rate Hours Lodestar David Bonnin $400 40.30 $16,120.00 Craig Eiland $750 30.00 $22,500.00 Total: 70.30 $38,620.00

Law Offices of John P. Zuccarini Timekeeper Hourly Rate Hours Lodestar John P. Zuccarini $600 189.80 $113,880.00 Total: 189.80 $113,880.00

Law Offices of Sarah E. Steslicki Timekeeper Hourly Rate Hours Lodestar Sarah E. Steslicki $300 22.50 $6,750.00 Total: 22.50 $6,750.00

Law Offices of Stephen J. Nolan Timekeeper Hourly Rate Hours Lodestar Stephen J. Nolan $425 74.70 $31,747.50 Kathleen Childs $125 14.50 $1,812.50 Total: 89.20 33,560.00

Maschka, Riedy & Ries Law Firm Timekeeper Hourly Rate Hours Lodestar George Chronic $250 17.5 $4,375.00 Eric Iverson $200 19.40 $3,378.00 Total: 36.90 $7,753.00

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 12 of 58 Milstein, Aldelman, Jackson, Fairchild & Wade, LLC Timekeeper Hourly Rate Hours Lodestar Gillian L. Wade $700 161.15 $107,616.25 Sara D. Avila $600 332.58 $164,586.50 Marc A. Castaneda $425 374.00 $144,600.00 Andrew Whitman $400 166.50 $58,150.00 David Marin $200 18.25 $3,650.00 Andrew Whitman $125 28.00 $3,500.00 Total: 1,080.48 $482,102.75

Rubens & Kress Timekeeper Hourly Rate Hours Lodestar Toby P. Mulholland $350 10.40 $3,640.00 Robert B. Pawlowski $275 3.50 $962.50 Total: 13.90 $4,602.50

Simmons Hanley Conroy, LLC Timekeeper Hourly Rate Hours Lodestar Mitchell Breit $1,000 395.50 $357,350.00 Andrea Bierstein $900 7.00 $6,300.00 Brittany Boswell $500 977.90 $488,950.00 Eric Disney $185 531.25 $98,281.25 Rick Kroeger $500 44.75 $24,612.50 Eric Johnson $185 1.50 $277.50 Jason Meyers $185 33.0 $6,105.00 Justin Presnal $800 6.10 $4,880.00 An Truong $400 17.75 $7,100.00 Total: 2,014.75 $993,856.25

56. The hours made pursuant to this fee application were all necessary for the successful prosecution of this matter, and assignments were delegated and reviewed by Lead

Counsel to avoid duplication of effort and to ensure quality control.

57. The hourly rates, ranging from $200 to $1000 (attorneys) and $1 15 to $225 (staff and paralegal) are reasonable with respect to consumer class actions and represent each firm’s standard and customary hourly rates.

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 13 of 58 58. Class Counsel have thus far incurred a total of$894,755.77 in properly documented costs and litigation expenses, as provided forin the table below:

Category Amount Court Costs - filing fees and service of process $17,193.90 Experts/Consultants $451,652.54 Postage $388.84 Overnight Shipping/Courier $3,584.39 Hearing Transcripts $82.45 Deposition Costs $66,360.88 Legal Research $56,195.42 Photocopying $31,412.53 Telephone $1,212.59 Travel Expenses $139,081.28 Other $128,863.55 Credit ($1,272.60) Total: $894,755.77

59. The majority of the costs listed as "Other" constitute costs associated with housing

Class Counsel's document review and database hosting platform.

60. These costs and expenses were reasonable and necessary in the pursuit of this litigation and the results obtained.

61. Further, these costs and expenses will be paid from the total $10 million fee and expense request, which was negotiated only after the relief to the Settlement Class was agreed upon and will not reduce any benefits made available to the Settlement Class.

62. Class Counsel put forward these necessary out-of-pocket costs without assurance that they would ever be repaid.

13 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 14 of 58 63. This case involved novel and difficult questions with respect to fact, law, and procedure. The factual scenario (out-of-specification automotive motor oil) was novel, and Class

Counsel did not have the benefit of precedent with which to assess the viability of the claims.

64. The case involved experts in fields rarely seen in civil litigation, such as tribology

(the science of fluid lubrication).

65. Class Counsels’ retention agreements with the Class Representatives provide for payment of fees contingent upon success.

66. As a result, Class Counsel have litigated this case for almost five years without receiving any payment or reimbursement of expenses to date.

67. As the firm biographies note, Class Counsel are recognized for their mastery of multi-district consumer class actions and complex litigation similar to the one at hand. See ECF

No. 174-34.

68. I have personally served as lead or co-lead counsel in my firm’s complex litigation, class actions, and consumer fraud and deceptive and unfair sales practices claims. Some of these cases include: In re: Cox Enter., Inc., Set-Top Cable Television Box Antitrust Litig., MDL No.

2048 (Cauthron, J., W.D. Okla.) (co-lead counsel in antitrust class actions); In re: Budeprion XL

Marketing and Sales Litig., MDL No. 2107 (Schiller, J., E.D. Pa.) (lead counsel in pharmaceutical consumer fraud class action culminating in national class settlement with pharmaceutical manufacturer); In re: Cooper Tire & Rubber Co. Tire Litig., MDL No. 1393 (Holschuh, J., S.D.

Ohio) and Talalai v. Cooper Tire & Rubber Co., MID-L-8839-OOMT, Mass Tort 259

(Corodemus, J., Law Div. Middlesex County, N.J.) (lead counsel in consumer fraud class actions on behalf of tire purchasers ending with multi-million dollar national class settlement); In re:

Synthroid Marketing Litig., MDL No. 1182 (Bucklo, J., N.D. Ill.) (co-lead counsel in consumer

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 15 of 58 fraud national class action relating to deceptive marketing and sales and reaching $89 million nationwide class action settlement); Hanson v. Acceleration Life Ins. Co., Civ. No. A3:97-152

(Webb, J.; Klein, Magis. J., D.N.D.) (lead counsel in national consumer fraud class action for elderly purchasers of long term care insurance resulting in $14.7 million settlement); and City of

Independence v. Amoco Oil Co., No. 95-0019-CV-W-2 consolidated with Petrovic v. Amoco Oil

Co., No. 95-0121-CV-W-2 (W.D. Mo.) (co-lead counsel in pollution property damage class action resulting in settlement and which was defended on appeal). Each of these cases was successfully litigated and expeditiously resolved.

69. As part of their Motion for Final Approval, Plaintiffs will submit the Declaration and Report of Dr. Kurt Krueger, an economist retained by Class Counsel.

70. Dr. Krueger’s report will calculate the economic value of one component of the injunctive relief: the commitment to provide modem-specification motor oils in the future.

71. Based on Dr. Krueger’s initial review, Plaintiffs anticipate this number to exceed

$20,000,000 on an annual basis.

72. Plaintiffs request a service award of $6,750 to each Class Representative.

73. The Settlement provides that Defendants will pay a Service Award to the Class

Representatives in a total amount not to exceed $135,000, which is $6,750 for each of the twenty

Class Representatives.

74. Each Class Representative invested significant time in the litigation by working with Class Counsel to facilitate the investigation, litigation, and resolution of this matter. See Class

Representative Declarations, attached as Exhibit A.

75. The Class Representatives in this case were actively involved in the litigation and demonstrated considerable knowledge about the case. Id.

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 16 of 58 76. The Class Representatives were asked to provide considerable information as part of the pre-suit investigation and in response to discovery requests (including interrogatories and providing documents responsive to document requests). Id.

77. Each Class Representative also submitted to a deposition by Dollar General’s counsel and were attacked in Dollar General’s pleadings.

78. Each Class Representative received and reviewed various drafts and final pleadings. Id.

79. The Class Representatives also received and carefully reviewed the Settlement

Agreement to understand its terms and benefits to the Settlement Class and discussed same with

Class Counsel. Id.

80. Further, the Class Representatives have agreed to assist in Class Counsels’ future efforts to monitor Dollar General’s compliance with the “modem specification” injunctive relief component. Id.

Under penalty of perjury pursuant to 28 U.S.C. §1746, 1 declare the foregoing is true and correct.

Dated: April 26, 2021 - Allan Kanner, Esq. Lead Class Counsel

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 17 of 58 Exhibit A

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 18 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF ROBERT A. OREN, H IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, Robert A. Oren, II, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 19 of 58 approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate the litigation and resolution of this matter. For example, I received and reviewed various draft and final pleadings, provided Class Counsel with information pertinent to my and the class claims, attended the mediation session at the United States Courthouse in Kansas City, Missouri, responded to written discovery and provided responsive documentation, was deposed by Dollar

General’s counsel, and communicated with Class Counsel about the status and direction of the litigation, including its ultimate resolution.

4. Assuming the Settlement Agreement is approved, I agree to assist Class Counsel in monitoring Dollar General’s compliance with its agreement under the Settlement that it will refrain from selling non-active specification motor oil under its DG Auto label in the future.

5. I received and carefully reviewed the Settlement Agreement to understand its terms and the benefits to the Settlement Class. I also discussed the progress of settlement negotiations with Class Counsel at numerous points throughout settlement negotiations. I believe the Settlement provides substantial relief to the Settlement Class and the terms of the Settlement are fair, reasonable and adequate.

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

Dated: R1 . Oren, II

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 20 of 58

UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF ROBERTO VEGA, JR. IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, ROBERTO VEGA, JR., declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 21 of 58 approval of ihc Settlement

I jnvtfittfd iitarty hwn in irm by withClu- utr- el ic- . . . L*d ihe litigation and rcwlution this mniEur. I- nr qximplt I rcccuvd and ro te* cd nrwun dr^rimd ilnid pleadings, jtfpvidcil Class Cuunsd With mfomwitm pernseDt hi rny and v-c >. . l . responded to wri^Jcn dttftovWy Ind provided rc*p

I will olsfr assisiing Cla»CuomrJ iti liioJirucnL’ r c^nplbaee with t& agreement under (he Scirtcmtin tu rm sell non-activc spetiftesuun ntenjr oil j-.durii- Auto label tn liic Ivlnrv. awuininy. the SelikiKiL-ni Agreement t? lini-IJy ^.p;. : cd

5. rdveived and carefully viewed the Stttlerwd A^fetmeirt io j nd; r -r-d UT;ti- and Ihc bcftelta rhe Scnlumcm Class. 3 also discuawd d» rerm.- of the SEttlcuKT-r Ai-rcvrr. r: with Class UehhMl. t believe Lhe SeLllcmertl provides MjfoiaJiiial rdtef u- liieSeU emen; Qm die Icrms of llw Scllkin>.’ni ;if« f;iic. reasMiablc and adeqinH;

I declare under penally of pesjury under the lavi? of lite L ailed States of Amcfiw Utal -e foregoing is true and ocrrecl.

lilted: Kirtu

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 22 of 58

UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

ROBERT OREN V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00105 ROBERTO VEGA V. DOLGENCORP, LLC; Case No. 4:16-cv-00518 ALLEN BROWN V. DOLLAR CORP., ET AL.; Case No. 4:16-cv-00519 BRADFORD BARFOOT V. DOLGENCORP, LLC; Case No. 4:16-cv-00520 GERARDO SOLIS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00521 NICHOLAS MEYER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00522 JOHN FOPPE V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00523 JOHN MCCORMICK, III V. DOLGENCORP, LLC; Case No. 4:16-cv-00524 BRUCE GOOEL V. DOLGENCORP, LLC; Case No. 4:16-cv-00525 SCOTT SHEEHY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00526 JANINE HARVEY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00528 WILLIAM FLINN V. DOLGENCORP, LLC; Case No. 4:16-cv-00529 KEVIN GADSON V. DOLGENCORP, LLC; Case No. 4:16-cv-00530 MIRIAM FRUHLING V. DOLLAR GENERAL CORP,, ET AL.; Case No. 4:16-cv-00531 ROBIN PREAS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00533 JAMES TASCHNER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00606 JASON WOOD, ET AL. V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00607 BRANDON RAAB V. DOLGENCORP, LLC; Case No. 4:16-cv-00868 SEIT ALLA V. DOLGENCORP, LLC Case No. 4:17-cv-00413

DECLARATION OF ALLEN BROWN IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, Allen Brown, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 23 of 58 approval of the Settlement. i

3. I invested many hours in this litigation by working with Class Counsel to facilitate

the litigation and resolution ofthis matter. For example, I received and reviewed various draft and

final pleadings, provided Class Counsel with information pertinent to my and the class claims I responded to written discovery and provided responsive documentation, was deposed by-Dollar c /crw • ! General’s counsel, and communicated with Class Counsel about the status and direction of .the,.,

monitoringDollarGeneral’scompliancewithitsagreementundertheSettlementthatitwillrefr^ip , ' from sellingnon-activespecificationmotoroil underitsDGAutolabel inthe future.' ] - 1 received carefiilly reviewed theSettlement andthebenefitsto the SettlementClass.Ialso^discussedth^pflgS^^^fe®

u it^Gla§|J3ounsel at numerous points throughout settlement negotiations, 1 believe'the Settlement

the Settlement Class and the terinb of the Settlement are Gun

ffidfperjury under the laws of the United Suites o the ftw ? ' >V > - S- H? 1 K ' .6 SSL _ I I J f gHg

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 24 of 58 UNITED STATES DISTRICT CO I RT RI FOR THE WESTERN DISTRICT OF MISSOl WESTERN DIVISION

MDL No. 2709 OIL IN RE: DOLLAR GENERAL CORP. MOTOR MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

ET AL.; ROBERT OREN V. DOLLAR GENERAL CORP., Case No. 4:16-cv-00105 ROBERTO VEGA V. DOLGENCORP, LLC; Case No. 4:16-cv-00518 AL.; ALLEN BROWN V. DOLLAR CORP., ET Case No. 4:16-cv-00519 LLC; No. 4:16-cv-00520 BRADFORD BARFOOT V. DOLGENCORP, Case CORP., ET AL.; No. 4:16-cv-00521 GERARDO SOLIS V. DOLLAR GENERAL Case CORP., ET AL.; Case No. 4:16-cv-00522 NICHOLAS MEYER V. DOLLAR GENERAL CORP., ET AL.; No. 4:16-cv-00523 JOHN FOPPE V. DOLLAR GENERAL Case LLC; Case No. 4:16-cv-00524 JOHN MCCORMICK, IH V. DOLGENCORP, Case No. 4:16-cv-00525 BRUCE GOOEL V. DOLGENCORP, LLC; CORP., ET AL.; Case No. 4:16-cv-00526 SCOTT SHEEHY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00528 JANINE HARVEY V. DOLLAR GENERAL LLC; Case No. 4:16-cv-00529 WILLIAM FLINN V. DOLGENCORP, Case No. 4:16-cv-00530 KEVIN GADSON V. DOLGENCORP, LLC; CORP., ET AL.; Case No. 4:16-cv-00531 MIRIAM FRUHLING V. DOLLAR GENERAL ET AL.; Case No. 4:16-cv-00533 ROBIN PREAS V. DOLLAR GENERAL CORP., CORP., ET AL.; Case No. 4:16-cv-00606 JAMES TASCHNER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00607 JASON WOOD, ET AL. V. DOLLAR GENERAL Case No. 4:16-cv-00868 BRANDON RAAB V. DOLGENCORP, LLC; Case No. 4:17-cv-00413 SEIT ALLA V. DOLGENCORP, LLC

SUPPORT OF DECLARATION OF BRADFORD BARFOOT IN FEES, COSTS, PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ SERVICE AWARDS AND LITIGATION EXPENSES AND CLASS REPRESENTATIVE IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, Bradford Paige Barfoot, declare as follows: Representative in this Action. I make this 1. I am a named Plaintiff and Class

declaration based on my personal knowledge of the facts contained herein. Plaintiffs’ Motion tor Reasonable Attorneys 2. I make this declaration in support of of final Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support

Case 4:16-md-02709-GAF Document1 265-2 Filed 04/26/21 Page 25 of 58 approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate the litigation and resolution of this matter. For example, I received and reviewed various draft and

final pleadings, provided Class Counsel with information pertinent to my and the class claims,

responded to written discovery and provided responsive documentation, was deposed by Dollar

General’s counsel, investigated the availability of the motor oil product following the filing of the

action, and communicated with Class Counsel about the status and direction of the litigation,

including its ultimate resolution.

4. I will also assist Class Counsel in monitoring Dollar General’s compliance with its

agreement under the Settlement to not sell non-active specification motor oil under its DG Auto

label in the future, assuming the Settlement Agreement is finally approved.

5. I received and carefully reviewed the Settlement Agreement to understand its terms

and the benefits to the Settlement Class, and discussed the Settlement Agreement with Class

Counsel. I believe the Settlement provides substantial relief to the Settlement Class and the terms of the Settlement are fair, reasonable and adequate.

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

Dated: radfon aigefearfoo^/

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 26 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF GERARDO SOLIS IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, Gerardo Solis, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 27 of 58 ; ' ' . . , ' . '

approval of the Settlement. ;? ' ' A<'-.< r i 3. I invested many hours in this litigation by working with Class Counsel to facilitate

the litigation and resolution of this matter. For example, I received and reviewed various draftand

. final pleadings, provided Class Counsel with information pertinent to my and the class claims,

attended the mediation session at the United States Courthouse in Kansas City, Missouri,

responded to written discovery and provided responsive documentation, was deposed by Dollar .

General’s counsel, and communicated with Class Counsel about the status and direction of the < ' ' ' ' ' : /V J'';'-- 1 . • / : : • ; litigation, including its ultimate resolution.

4. Assuming the Settlement Agreement is approved, I agree to assist Class Counsel in

monitoring Dollar General’s compliance with its agreement under the Settlement that it will refrain

^^specification motor oil under its DG Auto label in the future. ^Band carefully reviewed the Settlement Agreement to understand itsterms : ;

^ratiement Class. I also discussed the progress of settlement negotiations

^fflBrous points throughout settlement negotiations. I believe the Settlement i K the Settlement Class and the terms of the Settlement are fair,

HK< W? States qf America that the Mljmalty ofpeijury under the laws of the United R Mfet. MS? ^OSwiiiw ;A! I v,.aS WW» F/ 3-^ r A Ge

:Ml ' '- \ - > . • ^isTr^sHKlMB

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 28 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF NICHOLAS MEYER IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, Nicholas Meyer, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 29 of 58 1

approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate the litigation and resolution of this matter. For example, I received and reviewed various draft and

final pleadings, provided Class Counsel with information pertinent to my and the class claims, responded to written discovery and provided responsive documentation, was deposed by Dollar

General’s counsel, and communicated with Class Counsel about the status and direction of the

litigation, including its ultimate resolution.

4. Assuming the Settlement Agreement is approved, I agree to assist Class Counsel in monitoring Dollar General’s compliance with its agreement under the Settlement that it will refrain

from selling non-active specification motor oil under its DG Auto label in the future.

5. I received and carefully reviewed the Settlement Agreement to understand its terms

and the benefits to the Settlement Class. I also discussed the progress of settlement negotiations

with Class Counsel at numerous points throughout settlement negotiations. I believe the Settlement

provides substantial relief to the Settlement Class and the terms of the Settlement are fair,

reasonable and adequate.

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

foregoing is true and correct.

Dated: / Nicholas Meyer

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 30 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF JOHN FOPPE IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, John Foppe, declare as follows:

1. I am a named Plaintiff and the Kentucky Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 31 of 58 approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate the litigation and resolution of this matter. For example, I received and reviewed various draft and final pleadings, provided Class Counsel with information pertinent to my and the class claims, responded to written discoveiy and provided responsive documentation, was deposed by Dollar

General’s counsel, and communicated with Class Counsel about the status and direction of the litigation, including its ultimate resolution.

4. I will also assisting be Class Counsel in monitoring Dollar General’s compliance with its agreement under the Settlement to not sell non-active specification motor oil under its DG

Auto label in the future, assuming the Settlement Agreement is finally approved.

5. I received and reviewed the Settlement Agreement to understand its terms and the benefits to the Settlement Class and discussed with Class Counsel the Settlement Agreement before signing the Agreement. I believe the Settlement provides substantial relief to the Settlement

Class and the terms of the Settlement are fair, reasonable and adequate.

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

Dated: April 6, 2021 Johr/l^oppe 7/

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 32 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

ROBERT OREN V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00105 ROBERTO VEGA V. DOLGENCORP, LLC; Case No. 4:16-cv-00518 ALLEN BROWN V. DOLLAR CORP., ET AL.; Case No. 4:16-cv-00519 BRADFORD BARFOOT V. DOLGENCORP, LLC; Case No. 4:16-cv-00520 GERARDO SOLIS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00521 NICHOLAS MEYER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00522 JOHN FOPPE V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00523 JOHN MCCORMICK, in V. DOLGENCORP, LLC; Case No. 4:16-cv-00524 BRUCE GOOEL V. DOLGENCORP, LLC; Case No. 4:16-cv-00525 SCOTT SHEEHY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00526 JANINE HARVEY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00528 WILLIAM FLINN V. DOLGENCORP, LLC; Case No. 4:16-cv-00529 KEVIN GADSON V. DOLGENCORP, LLC; Case No. 4:16-cv-00530 MIRIAM FRUHLING V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00531 ROBIN PREAS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00533 JAMES TASCHNER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00606 JASON WOOD, ET AL. V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00607 BRANDON RAAB V. DOLGENCORP, LLC; Case No. 4:16-cv-00868 SEIT ALLA V. DOLGENCORP, LLC Case No. 4:17-cv-00413

DECLARATION OF JOHN J. McCORMICK, HI IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, JOHN J. McCORMICK, III, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 33 of 58 final approval of the Settlement.

3. Since I first engaged my attorneys, Stephen Nolan, Allan Kanner and Kanner &

Whiteley, LLC in November 2015, 1 have invested many hours in this litigation by working with

Class Counsel to facilitate the litigation and resolution of this matter. For example, I received and reviewed various draft and final pleadings, provided Class Counsel with information pertinent to my and the class claims, responded to written discovery and provided responsive documentation, was deposed by Dollar General’s counsel on February 19, 2018, and communicated with Class Counsel about the status and direction of the litigation, including its ultimate resolution.

4. I will also be assisting Class Counsel in monitoring Dollar General’s compliance with its agreement under the Settlement to not sell non-active specification motor oil under its

DG Auto label in the future, assuming the Settlement Agreement is finally approved.

5. I received and carefully reviewed the Settlement Agreement to understand its terms and the benefits to the Settlement Class. I also discussed the Settlement Agreement with

Class Counsel. I believe the Settlement provides substantial relief to the Settlement Class and the terms of the Settlement are fair, reasonable and adequate.

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

Dated: April , 2021 Zahn'S. l^fcCormick, III

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 34 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF BRUCE GOOEL IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, Bruce Gooel, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 35 of 58 approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate the litigation and resolution of this matter. For example, I received and reviewed various draft and final pleadings, provided Class Counsel with information pertinent to my claims and the class claims, responded to written discovery and provided responsive documentation, was deposed by

Dollar General’s counsel, and communicated with Class Counsel about the status and direction of the litigation, including its ultimate resolution.

4. I will also assist Class Counsel in monitoring Dollar General’s compliance with its agreement under the Settlement to not sell non-active specification motor oil under its DG Auto label in the future, assuming the Settlement Agreement is finally approved.

5. I received and carefully reviewed the Settlement Agreement to understand its terms and the benefits to the Settlement Class. I believe the Settlement provides substantial relief to the

Settlement Class and the terms of the Settlement are fair, reasonable and adequate.

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

3/29/2021 | 16:07 EDT Dated: ______Bruce Gooel

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 36 of 58 STATES DISTRICT COURT FOR WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: CORP. MOTOR OIL AND PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS RELA TO

ROBERT v GENERAL CORP., ET AL.; Case No.4:16-cv-00105 ROBERTO v. t LLC; Case No.4:16-cv-00518 ALLEN v. coRP., ET AL.; Case No.4:16-cv-00519 BART'OOT V. ,LLC; Case No.4:I6-cv-00520 GERARDO v. GENERAL CORP., ET AL.; Case No.4:16-cv-00521 MEYER V. GENERAL CORP", ET AL.; Case l\o. 4:16-cv-00522 JOHN V. DOLLAR coRP., ET AL.; Case No.4:16-cv-00523 JOHN RMICK,III V DOLGENCORP, LLC; Case No. 4:16-cv-40524 BRUCE v. 'rLLC1' Case No. 4:16-cv-00525 scoT't v GENERAL CORP., ET,{L.; Case No.4:16-cv-00526 JANINE v. GENERAL C0RP., ET AL.; Case No. 4:16-cv-00528 WILLIAM , LLC; Case No.4:16-cv-00529 KEVIN v. ) LLC; Case No.4:16-cv-00530 MIRIAM Y GENERAL CORP., ET AL.; Case No.4:16-cv-00531 ROBIN V. DOLLAR GENERAL CORP., ET AL.; Case No.4:lGcv-00533 JAMES T Y. GENERAL CORP., ET AL.; Case No.4:16-cv-00606 JASON ET AL. V. GENERAL CORP., ET AL.; Case No.4:16-cv-00607 BRANDON v. , LLC; Case No.4:16-cv-00868 SEIT v. LLC Case No.4:17-cv-00413

OF SCOTT SHEEHY IN SUPPORT OF MOTI FOR REASONABLE ATTORNEYS' FEES, COSTS, LITIGA EXPENSES CLASS REPRESENTATIVE SERWCE AWARDS AND

1. Class Representative 1n this Action. I make this declaration of the facts contained herein.

2. I make this dec[aration in support of Plaintiffs' Motion for Reasonable Attorneys'

Fees, Costs, Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 37 of 58 approval of Settlement.

invested mary in this litigation by working with class counsel to facilitate the litigation resolution of matter. FOr example, I received and reviewed various draft and final provided Counsel with information pertinent to my and the class claims, responded to and provided responsive documentatio& was deposed by Dollar

General's and with Class Counsel about the status and direction of the litigation, its resolution.

4. Assuming the Agreement is approved I agree to assist Class Counsel in monitoring General's with its agreement under the Settlement that it will refrain

from selling motor oil under its DG Auto label in the future.

5. I received and y reviewed the Settlement Agreement to understand its terms

and the to the Class. I also discussed the progress of settlement negotiations

with Class at points throughout settlement negotiations. I believe the Settlement

provides relief to Settlement Class and the terms of the Settlement ate fait,

reasonable adequate.

I under penalty perjury under the laws of the United States of America that the

foregoing is and correct.

"Ll Dated:

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 38 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

ROBERT OREN V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00105 ROBERTO VEGA V. DOLGENCORP. LLC; Case No. 4:16-cv-00518 ALLEN BROWN V. DOLLAR CORP., ET AL.; Case No. 4:16-cv-00519 BRADFORD BARFOOT V. DOLGENCORP, LLC; Case No. 4:16-cv-00520 GERARDO SOLIS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4.I6-CV-00521 NICHOLAS MEYER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00522 JOHN FOPPE V. DOLLAR GENERAL CORP., ET AL.; Case No. 4;16-cv-00523 JOHN MCCORMICK, III V. DOLGENCORP, LLC; Case No. 4:16-cv-00524 BRUCE GOOEL V. DOLGENCORP. LLC; Case No. 4:16-cv-00525 SCOTT SHEEHY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00526 JANINE HARVEY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00528 WILLIAM FLINN V. DOLGENCORP. LLC; Case No. 4:16-cv-00529 KEVIN GADSON V. DOLGENCORP. LLC; Case No. 4:16-cv-00530 MIRIAM FRUHLING V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00531 ROBIN PREAS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00533 JAMES TASCHNER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00606 JASON WOOD, ET AL. V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00607 BRANDON RAAB V. DOLGENCORP. LLC; Case No. 4:16-cv-00868 SEIT ALLA V. DOLGENCORP, LLC Case No. 4:17-cv-00413

DECLARATION OF JANINE HARVEY IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FIN AL APPROVAL OF CLASS ACTION SETTLEMENT

I, Janine Harvey, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees. Costs, Litigation Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 39 of 58 approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate

the litigation and resolution of this matter. For example, I received and reviewed various draft and

final pleadings, provided Class Counsel with information pertinent to my and the class claims,

responded to written discovery and provided responsive documentation, was deposed by Dollar

General’s counsel, and communicated with Class Counsel about the status and direction of the

litigation, including its ultimate resolution.

4. Assuming the Settlement Agreement is approved, I agree to assist Class Counsel in

monitoring Dollar General’s compliance with its agreement under the Settlement that it will refrain

from selling non-active specification motor oil under its DG Auto label in the future.

5. I received and carefully reviewed the Settlement Agreement to understand its terms

and the benefits to the Settlement Class. I also discussed the progress of settlement negotiations

with Class Counsel at numerous points throughout settlement negotiations. I believe the Settlement provides substantial relief to the Settlement Class and the terms of the Settlement are fair, reasonable and adequate.

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

Dated: i ine Harvey

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 40 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF WILLIAM FLINN IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, William Flinn, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 41 of 58 approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate the litigation and resolution of this matter. For example, I received and reviewed various draft and final pleadings, provided Class Counsel with information pertinent to my and the class claims, responded to written discovery and provided responsive documentation, was deposed by Dollar

General’s counsel, and communicated with Class Counsel about the status and direction of the litigation, including its ultimate resolution.

5. I received and carefully reviewed the Settlement Agreement to understand its terms and the benefits to the Settlement Class. I also discussed the Settlement Agreement with Class

Counsel. I believe the Settlement provides substantial relief to the Settlement Class and the terms of the Settlement are fair, reasonable and adequate.

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

Dated: 4'/^' William Flinn

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 42 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF KEVIN GADSON IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, Kevin Gadson, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 43 of 58 approval of the Settlement.

3. [ invested many hours in this litigation by working w ith Class Counsel to facilitate

the litigation and resolution of this matter, For example. I received and reviewed various draft and

linal pleadings, provided Class Counsel with information pertinent to my and the class claims.

responded lo written discovery and provided responsive documentation, was deposed by Dollar

General s counsel, and communicated with Class Counsel about the status and direction of the

litigation, including its ultimate resolution.

4. I will also assist Class Counsel in monitoring Dollar General's compliance with its

agreement under the Settlement to not sell non-active specification motor oil under its D( i Auto

label in the future, assuming the Settlement \grcement is linally approved.

5. 1 received and carefully reviewed the Settlement Agreement to understand its terms

anil the benefits to the Settlement ( lass, 1 also discussed the Settlement Agreement with ( las

Counsel. I believe the Settlement provides substantial relief to the Settlement ( 'lass and the terms

of the Settlement are fair, reasonable and adequate.

I declare under penalty of pci jury under the laws of the I nited Stales of America that the

foregoing is true and correct.

Dated Kevin Gadson

Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 44 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF MIRIAM FRUHLING IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, Miriam Fruhling, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this

declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 45 of 58 approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate the litigation and resolution ofthis matter. For example, I received and reviewed various draft and final pleadings, provided Class Counsel with information pertinent to my and the class claims, responded to written discovery and provided responsive documentation, was deposed by Dollar

General’s counsel, and communicated with Class Counsel about the status and direction of the litigation, including its ultimate resolution.

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

Dated: 1^0^/ Miriam Fruhling

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 46 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

ROBERT OREN V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00105 ROBERTO VEGA V. DOLGENCORP, LLC; Case No. 4:16-cv-00518 ALLEN BROWN V. DOLLAR CORP., ET AL.; Case No. 4:16-cv-00519 BRADFORD BARFOOT V. DOLGENCORP, LLC; Case No. 4:16-cv-00520 GERARDO SOLIS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00521 NICHOLAS MEYER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00522 JOHN FOPPE V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00523 JOHN MCCORMICK, HI V. DOLGENCORP, LLC; Case No. 4:16-cv-00524 BRUCE GOOEL V. DOLGENCORP, LLC; Case No. 4:16-cv-00525 SCOTT SHEEHY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00526 JANINE HARVEY V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00528 WILLIAM FLINN V. DOLGENCORP, LLC; Case No. 4:16-cv-00529 KEVIN GADSON V. DOLGENCORP, LLC; Case No. 4:16-cv-00530 MIRIAM FRUHLING V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00531 ROBIN PREAS V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00533 JAMES TASCHNER V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00606 JASON WOOD, ET AL. V. DOLLAR GENERAL CORP., ET AL.; Case No. 4:16-cv-00607 BRANDON RAAB V. DOLGENCORP, LLC; Case No. 4:16-cv-00868 SEIT ALLA V. DOLGENCORP, LLC Case No. 4:17-cv-00413

DECLARATION OF ROBIN PREAS IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

1, Robin Preas. declare as follows:

L I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 47 of 58 approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate the litigation and resolution of this matter. For example, 1 received and reviewed various draft and

final pleadings, provided Class Counsel with information pertinent to my and the class claims,

responded to written discovery and provided responsive documentation, was deposed by Dollar

General’s counsel, and communicated with Class Counsel about the status and direction of the

litigation, including its ultimate resolution.

4. I will also be assisting Class Counsel in monitoring Dollar General’s compliance

with its agreement under the Settlement to not sell non-active specification motor oil under its DG

Auto label in the future, assuming the Settlement Agreement is finally approved.

5. I received and carefully reviewed the Settlement Agreement to understand its terms

and the benefits to the Settlement Class. I also discussed the Settlement Agreement with Class

Counsel, asked questions about the amounts awarded and my obligations under the agreement and

Class Counsel addressed those questions. I believe the Settlement provides substantial relief to

the Settlement Class and the terms of the Settlement are fair, reasonable and adequate.

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

foregoing is true and correct.

Dated: R< in Preas

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 48 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF JAMES TASCHNER IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, James Taschner, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this

declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 49 of 58 approval of the Settlement.

3. I invested many hours in this litigation by working with Class Counsel to facilitate

the litigation and resolution of this matter. For example, I received and reviewed various draft and

final pleadings, provided Class Counsel with information pertinent to my and the class claims,

responded to written discovery and provided responsive documentation, was deposed by Dollar

General’s counsel, and communicated with Class Counsel about the status and direction of the litigation, including its ultimate resolution.

4. I will also assist Class Counsel in monitoring Dollar General’s compliance with its agreement under the Settlement to not sell non-active specification motor oil under its DG Auto

label in the future, assuming the Settlement Agreement is finally approved.

5. I received and carefully reviewed the Settlement Agreement to understand its terms

and the benefits to the Settlement Class. I believe the Settlement provides substantial relief to the

Settlement Class and the terms of the Settlement are fair, reasonable and adequate.

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

Dated: 04/12/2021 ______James Taschner

2 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 50 of 58 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION

MDL No. 2709 IN RE: DOLLAR GENERAL CORP. MOTOR OIL MARKETING AND SALES PRACTICES LITIGATION Master Case No. 16-02709-MD-W-GAF

THIS PLEADING RELATES TO:

DECLARATION OF JASON WOOD IN SUPPORT OF PLAINTIFFS’ MOTION FOR REASONABLE ATTORNEYS’ FEES, COSTS, LITIGATION EXPENSES AND CLASS REPRESENTATIVE SERVICE AWARDS AND IN SUPPORT OF FINAL APPROVAL OF CLASS ACTION SETTLEMENT

I, Jason Wood, declare as follows:

1. I am a named Plaintiff and Class Representative in this Action. I make this declaration based on my personal knowledge of the facts contained herein.

2. I make this declaration in support of Plaintiffs’ Motion for Reasonable Attorneys’

Fees, Costs, Litigation Expenses and Class Representative Service Awards and in support of final

1 Case 4:16-md-02709-GAF Document 265-2 Filed 04/26/21 Page 51 of 58 approval of the Settlement.