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1 John A. Yanchunis (pro hac vice) 2 [email protected] Morgan & Morgan Complex Litigation Group 3 201 North Franklin Street 7th Floor Tampa, Florida 33602 4 (813) 223-5505 (tel) 5 (813) 223-5402 (fax)

6 Joshua H. Watson CLAYEO C. ARNOLD, APC 7 865 Howe Ave 8 Sacramento, CA 95825

9 Counsel for Plaintiffs and the Putative Class

10

11 UNITED STATES DISTRICT COURT 12 NORTHERN DISTRICT OF CALIFORNIA 13 14 RYAN RICHARDS, RUBA AYOUB, CASE NO. 4:19-cv-06864 15 BRANDY TERBAY AND TRACY CUMMINGS, on behalf of themselves and all 16 others similarly situated, PLAINTIFFS’ NOTICE OF MOTION

17 AND MOTION FOR FINAL APPROVAL Plaintiffs, OF CLASS ACTION SETTLEMENT 18 vs. 19 CHIME FINANCIAL, INC., GALILEO 20 FINANCIAL TECHNOLOGIES, INC., and THE BANCORP INC., 21 Defendants. 22

23 24 25 26 27 28

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1 NOTICE OF MOTION 2 PLEASE TAKE NOTICE Plaintiffs Ryan Richards, Ruba Ayoub, Brandy Terbay, and Tracy 3 Cummings (“Plaintiffs”) will and hereby do respectfully move the Court for entry of an Order (1) 4 finally approving the Settlement Agreement; (2) certifying, for settlement purposes, the proposed 5 Settlement Class under Rule 23(a), (b)(3), and (e); (3) finding the class notice as implemented satisfied 6 Rule 23 and due process; (4) finally appointing Plaintiffs as Settlement Class Representatives; (5) 7 finally appointing as Lead Counsel John A. Yanchunis of Morgan & Morgan Complex Litigation 8 Group, and as Class Counsel Patrick A. Barthle II of Morgan & Morgan Complex Litigation Group 9 and Joshua H. Watson of Clayeo C. Arnold, APC, each as counsel for the Settlement Class (“Class 10 Counsel”) under Rule 23(g); (6) finally appointing Epiq Class Action and Claims Solutions, Inc. 11 (“Epiq”) as the Settlement Administrator; (7) overruling the objection; and (8) any other relief the 12 Court deems just and proper. 13 Plaintiffs’ motion is based on this notice; the accompanying Memorandum of Points and 14 Authorities and all attachments thereto; the Proposed Order Granting Preliminary Approval of Class 15 Action Settlement; and all records, pleadings and papers filed in this Action. This Motion is unopposed 16 by Defendants. 17 18 DATED: March 1, 2021 Respectfully submitted,

19 /s/ John A. Yanchunis 20 MORGAN & MORGAN COMPLEX LITIGATION GROUP 21 John A. Yanchunis 201 North Franklin Street 7th Floor 22 Tampa, Florida 33602 23 (813) 223-5505 (813) 223-5402 (fax) 24 25 Proposed Lead Counsel 26 27 28

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2 Contents 3 4 NOTICE OF MOTION ...... i 5 MEMORANDUM OF POINTS AND AUTHORITIES ...... 1 I. INTRODUCTION ...... 1 6 II. BACKGROUND ...... 1 7 III. THE SETTLEMENT ...... 5 8 A. The Settlement Class ...... 5 9 B. Settlement Relief ...... 5 10 1. Courtesy Payment and Transaction Credits ...... 5 11 2. Additional Tiered Relief ...... 6 12 C. Notice Implementation ...... 8 13 D. Claims Experience ...... 10 14 IV. ARGUMENT ...... 11 15 A. The Court Should Certify the Settlement Class ...... 11 16 B. The Settlement Merits Final Approval ...... 11 17 1. Adequacy of Relief: Costs, Risks, and Delay ...... 12 18 2. Adequacy of Relief: Proposed Method of Distributing Relief ...... 15 19 3. Adequacy of Relief: Attorneys’ Fees...... 16 20 4. Rule 23(e)(3) Agreements and Equality of Treatment...... 16 21 C. The District’s Procedural Guidance ...... 17 22 D. The Notice Plan Met the Requirements of Due Process ...... 19 23 E. Final Appointment of Settlement Class Counsel ...... 20 24 F. Ninth Circuit Final Approval Factors ……………………………………………………………………………..20 25 1. The Presence of a Government Participant ...... 21 26 2. The Reaction of the Class Members to the Settlement ...... 21 27 V. CONCLUSION ...... 21 28

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1 TABLE OF AUTHORITIES 2 Cases 3 Altamirano v. Shaw Indus., Inc., No. 13-CV-00939-HSG, 2015 WL 4512372, at *8 (N.D. Cal. July 24, 2015) ...... 16 4 Chambers v. Whirlpool Corp., 214 F. Supp. 3d 877, 885-86 (C.D. Cal. 2016) ...... 11 5 Fuentes v. UniRush, LLC, Final Approval Order, No. 1:15-cv-08372 (S.D.N.Y. Sept. 12, 2016) ...... 10, 15 6 G. F. v. Contra Costa Cty., No. 13-CV-03667-MEJ, 2015 WL 4606078, at *14 (N.D. Cal. July 30, 2015) ...... 16 7 Hendricks v. Starkist Co., No. 13-cv-00729-HSG, 2016 WL 5462423, at *10 (N.D. Cal. Sept. 29, 2016) ...... 14 8 Hughes v. Microsoft Corp., No. 98-CV-01646, 2001 WL 34089697 ...... 10 9 In re Anthem, Inc. Data Breach Litig., 327 F.R.D. 299, 320–21 (N.D. Cal. 2018) ...... 9 10 In re Apollo Grp. Inc. Sec. Litig., No. 04-2147, 2012 WL 1378677, *4 (D. Ariz. 2012) ...... 11 11 In re Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935, 946 (9th Cir. 2011) ...... 21 12 In re Online DVD-Rental Antitrust Litig., 779 F.3d 934, 947 (9th Cir. 2015) ...... 17 13 In re Sony Gaming Network & Customer Data Breach and Security Litig., 903 F. Supp. 2d 942, 963 (S.D. Cal. 2012) ...... 13 14 Jones v. Commerce Bank, N.A., 2006 WL 2642153, *2 (S.D.N.Y 2006) ...... 13 15 Ko v. Natura Pet Prods., Inc., No. C 09-02619 SBA, 2012 WL 3945541, at *4 (N.D. Cal. Sept. 10, 2012)...... 14 16 Kuhns v. Scottrade, 868 F.3d 711, 718 (8th Cir. 2017) ...... 13 17 Lewis v. Green Dot Corporation, Case No. 2:16-cv-03557 (C.D. Cal. Nov. 22, 2017) ...... 10, 15 18 Miller v. Bank of Am. N.T. & S.A., 2014 WL 5091897, *11 (Cal. Super. 2014) ...... 13 19 Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306, 314 (1950)...... 19 20 Radcliffe v. Experian Info. Solutions, Inc., 715 F.3d 1157, 1165 (9th Cir. 2013) ...... 17 21 Rannis v. Recchia, 380 F. App’x. 646, 650 (9th Cir. 2010) ...... 10 22 Rudolph v. Hudson’s Bay Co., 2019 WL 2023713, *8 (S.D.N.Y. 2019) ...... 13 23 Smith v. Am. Greetings Corp., No. 14-CV-02577-JST, 2016 WL 362395, at *10 (N.D. Cal. Jan. 29, 2016) ...... 17 24 Staton v. Boeing, Co., 327 F.3d 938, 977 (9th Cir. 2003) ...... 17 25 Stern v. Superior Court, 129 Cal. Rptr. 2d 275, 282 (Cal. Ct. App. 2003) ...... 14 26 Turner v Talbert, 2011 WL 4479766, *2 (M.D. La. 2011) ...... 13 27 Statutes 28 (CAFA), 28 U.S.C. § 1715 ...... 8

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CAFA, 28 U.S.C. § 1715 ...... 21 1 California Consumer Legal Remedies Act...... 13 2 Rules 3 Fed. R. Civ. P. 23 ...... 8, 12, 19, 20 4

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1 MEMORANDUM OF POINTS AND AUTHORITIES 2 I. INTRODUCTION 3 The Settlement in this Action1 brings real, valuable relief to Class Members, including 4 $5,960,563.00 in payments that have already been made to Settlement Class Members for any 5 inconveniences and losses resulting from the Service Disruption, and up to an additional $5,500,000 6 on a claims-made basis—split between two alternative tiers of compensation (Tiers 1 and 2) available 7 to the Settlement Class—against which Settlement Class Members may file claims for losses resulting 8 from the Service Disruption. See SA § IV.1-3. On October 28, 2020, this Court preliminarily approved 9 the Settlement. (ECF No. 46). As discussed below, the terms of the Settlement create substantial 10 benefits for the thousands of Settlement Class members; the Settlement is fair, reasonable, and 11 adequate; and meets all the requisite criteria for final approval under Rule 23(e). The overwhelmingly 12 positive response by members of the Settlement Class confirms that final approval is warranted—only 13 one (1) objection and five (5) requests for exclusion have been received. Accordingly, this motion 14 should be granted, and the Settlement finally approved. 15 II. BACKGROUND 16 This Action was brought by Plaintiffs, individually and on behalf of a class of similarly 17 situated customers, against Defendants Chime Financial, Inc. (“Chime”), The Bancorp Inc. 18 (“Bancorp”), and Galileo Financial Technologies, LLC (formerly known as Galileo Technologies, 19 Inc.) (“Galileo”) (collectively, “Defendants”), arising from an intermittent disruption in service for 20 portions of the period of time between October 16, 2019 and October 19, 2019 (the “Service 21 Disruption”). 22 From October 16, 2019 to October 19, 2019, certain Chime accountholders experienced 23 intermittent disruptions in service. For example, for approximately four and a half non-consecutive 24 hours during the Service Disruption, card purchases for certain members were unavailable; and for 25 approximately 60 hours, certain members could not transfer money from their Chime accounts. 26 These issues were intermittent during the Service Disruption period and did not impact all Chime 27

28 1 Capitalized terms used herein are defined in the Amended Settlement Agreement (“SA”), previously filed at Docket No. 45-4.

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1 customers. Rather, in connection with the Action and the Settlement, Defendants have identified 2 approximately 528,000 accountholders that had an account open with Chime during the Service 3 Disruption who experienced a transaction failure or had an account or card locked during the Service 4 Disruption. SA § III.1. 5 Immediately upon learning of the Service Disruption, Class Counsel worked vigorously to 6 remedy the harms imposed on the Settlement Class. This Action was filed on October 22, 2019. 7 (ECF No. 1). Upon filing, Chime and Bancorp received a demand from Lead Counsel seeking 8 compensation for impacted customers. In recognition of the pendency of this Action and having 9 received the demand, Settlement Class Members with an active Chime account received a credit to 10 their account in the amount of ten dollars ($10.00), on or about November 14, 2019. SA § IV.1.a. 11 Moreover, Settlement Class Members with an active Chime account who incurred certain transaction 12 fees during the Service Disruption received a credit to cover those fees. SA § IV.1.b. The total 13 amount already paid to the Settlement Class from Plaintiffs’ efforts is $5,960,563.00. SA § IV.1.c. 14 15 On February 6, 2020, counsel for the Parties attended an initial settlement conference in front 16 of United States Magistrate Judge Laura Beeler. The conference was held in San Francisco, 17 California to discuss the facts and the law underlying the Action. Counsel for the Parties engaged in 18 discussions regarding the factual circumstances of the case, as well as potential strengths and 19 weaknesses of the allegations in support of, and defenses to, the Action. Following that meeting, 20 counsel for Plaintiffs made a settlement demand on Defendants to resolve this matter. SA § I.D;

21 Declaration of John A. Yanchunis, ECF No. 40-8, at ¶ 18. 22 During the months that followed, counsel for the Parties continued discussions via multiple 23 telephone conferences and correspondence exchanges. Counsel continued to exchange proposals

24 and discuss resolution, as disclosed to the Court in their Stipulation and Proposed Order to extend 25 the case stay on March 19, 2020. (ECF No. 30). On May 7, 2020, after weeks of additional 26 negotiations, Counsel for the Parties attended an additional settlement videoconference in front of 27 Judge Beeler to discuss preliminary settlement terms and structure. On May 12, 2020, with the 28 assistance of Judge Beeler, the Parties reached an agreement in principle with regard to the material

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1 terms of the proposed settlement, as memorialized in this Settlement Agreement. ECF No. 40-8 ¶ 2 19. 3 On August 7, 2020, Plaintiff filed their Motion for Preliminary Approval. (ECF No. 40). On 4 September 24, 2020, the Court held a hearing on the motion. (ECF No. 44). At the hearing, the 5 Court raised minor points for clarification about the Settlement, specifically, the Court requested 6 the Parties consider: (1) whether the additional language in Section IX Paragraph 2 of the 7 settlement agreement regarding the scope of the release should be removed as redundant or clarified 8 so as to avoid confusion, and (2) whether the language requiring objectors to include the number of 9 times the objector or his or her counsel has objected to a class action in Section VII Paragraph 4 10 should be removed as to the amended settlement agreement. (ECF No. 44). 11 In response, the Parties met, discussed, and agreed to an Amended Stipulation of Agreement 12 and Settlement and Release, which was filed on October 8, 2020. (ECF No. 45).2 The Amended 13 Settlement Agreement simplified the objection process and clarified the release language as 14 suggested by the Court. See, e.g., (ECF No. 45-1 at 15, 17).3 On October 28, 2020, the Court 15 entered its Preliminary Approval Order. (ECF No. 46). 16 As explained previously and in greater detail below, in addition to the benefits already 17 afforded to the Settlement Class, the Settlement provides two alternative tiers of relief to 18 compensate Settlement Class Members for inconveniences and losses as a result of the Service 19 Disruption. These alternative tiers allow Settlement Class Members to make a claim for either 20 undocumented losses (Tier 1) or for documented losses (Tier 2). Defendants have agreed to pay 21 allowed claims under Tiers 1 and 2 of up to $5,500,000, but in any event will make a minimum 22 settlement fund payment of $1,500,000, taking into account claimed amounts under either Tier, 23 which $1,500,000 will not revert to Defendants. Should amounts claimed under Tier 1 and Tier 2, 24 when combined, fail to exhaust the $1,500,000 fund, any difference between the claimed amounts 25

26 2 The Parties provided clean and redline versions of the revised documents, which included the 27 Amended Settlement Agreement and certain notice documents which had also been revised in accord with the amended agreement. (ECF No. 45-2). 28 3 Pinpoint cites to materials on the Court’s Docket refer to the CM/ECF system’s pagination in the upper right-hand corner of the document.

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1 and $1,500,000 will be subject to a cy pres distribution to the East Bay Community Law Center or 2 such other cy pres recipient or recipients as directed and agreed to by the Court. SA § IV. Subject 3 to the terms of the Settlement Agreement, Defendants are not creating a settlement fund beyond the 4 $1,500,000 but instead will only pay validated claims up to the Tier Maximums. Should the 5 amounts claimed not reach the Tier Maximums, Defendants will retain those funds. Id. 6 Defendants also separately bore the costs of class notice and other costs associated with 7 administering the Settlement at a fixed sum price of no more than $250,000. SA § VI.3. 8 Defendants have also agreed to separately pay Class Counsel’s attorneys’ fees, costs, and expenses, 9 not to exceed $750,000 in the aggregate, and Service Awards not to exceed $500 per Settlement 10 Class Representative. These fees, costs, and expenses, and the Service Awards, will be paid by 11 Defendants separate and apart from the relief provided to Settlement Class Members; that is, the 12 fees, cost, and expenses and Service Awards will not reduce the benefits and payments to the

13 Settlement Class Members provided by the Settlement Agreement. SA § X.1-2. 14 After investigating the facts and carefully considering applicable law, the Named Plaintiffs 15 and Class Counsel concluded that it was (and is) in the best interests of the Settlement Class 16 Members to enter into the Settlement in order to avoid the uncertainties of litigation and to assure 17 meaningful and timely benefits to the Settlement Class Members. For the reasons stated herein, the 18 Named Plaintiffs and Class Counsel respectfully submit that the terms and conditions of this 19 Settlement are fair, reasonable, and adequate and in the best interests of all Members of the 20 Settlement Class. 21 Accordingly, the Named Plaintiffs respectfully request that the Court enter an Order (1) 22 finally approving the Settlement; (2) finally certifying, for settlement purposes, the proposed 23 Settlement Class under Rule 23(a), (b)(3), and (e); (3) finding the Notice Program as implemented 24 satisfied Rule 23 and due process; (4) finally appointing Named Plaintiffs as Settlement Class 25 Representatives; (5) finally appointing as Lead Counsel John A. Yanchunis of Morgan & Morgan 26 Complex Litigation Group, and as Class Counsel Patrick A. Barthle II of Morgan & Morgan 27 Complex Litigation Group and Joshua H. Watson of Clayeo C. Arnold, APC, all to serve as counsel 28 for the Settlement Class (“Class Counsel”) under Rule 23(g); (6) finally appointing Epiq Class

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1 Action and Claims Solutions, Inc. (“Epiq”) as the Settlement Administrator; (7) overruling the 2 objection, and (8) ordering any other relief the Court deems just and proper. 3 III. THE SETTLEMENT 4 A. The Settlement Class 5 The Settlement contemplates relief for the following proposed Settlement Class: All consumers who attempted to and were unable to access or utilize the 6 functions of their accounts with Chime, as confirmed by a failed transaction or 7 a locked card as recorded in Chime’s business records, beginning on October 16, 2019 through October 19, 2019, as a result of the Service Disruption. 8 SA § III.1. For purposes of determining membership in the Settlement Class, Chime has identified 9 approximately 528,000 accountholders that had an account open with Chime during the Service 10 Disruption who experienced a transaction decline due to the processor outage and/or had an account 11 or card locked at any time from October 16 to 19, 2019, and these criteria will be used for 12 determining Settlement Class membership, for purposes of notice, and for the claim validation 13 processes described below. SA § III.1.4 14 B. Settlement Relief 15 The valuable benefits made available pursuant to the Settlement squarely address the issues 16 raised in the litigation and provide significant relief to the Settlement Class Members. 17 1. Courtesy Payment and Transaction Credits 18 To compensate Settlement Class Members for inconveniences and losses as a result of the 19 Service Disruption, and in recognition of the pendency of this class litigation and a demand for 20 compensation for impacted customers from Lead Counsel, Defendants have already provided two 21 valuable benefits. Settlement Class Members with an active Chime account received a credit to their 22 account in the amount of $10.00 on or about November 14, 2019. SA § IV.1.a. And Settlement 23 Class Members with an active Chime account who incurred certain transaction fees during the 24 Service Disruption received a credit to cover those fees. SA § IV.1.b. The total amount already paid 25 or credited to Settlement Class Members as part of this class relief is $5,960,563.00. SA § IV.1.c. 26 4 27 Excluded from the Settlement Class are the Court, the officers and directors of Defendants, persons who have been separately represented by an attorney and entered into a separate settlement 28 agreement in connection with the Service Disruption, and persons who timely and validly request exclusion from the Settlement Class. S.A. § III.2.

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1 2. Additional Tiered Relief 2 Defendants have agreed to provide the following additional relief to Settlement Class 3 Members who make valid and verified claims under the two mutually exclusive tiers of relief: 4 a) Tier 1 Claims – Payments for Losses Without Documentation 5 Settlement Class Members who claim they suffered a financial or other loss because of the 6 Service Disruption, but do not have or do not wish to provide Reasonable Documentation, will be 7 eligible for a payment up to $25.00. SA § IV.2.a. Tier 1 payments will be reduced by any prior 8 payments Settlement Class Members already received from Chime in connection with the Service 9 Disruption. SA § IV.2.b. Defendants have agreed to pay up to $4,000,000 to satisfy valid Tier 1 10 claims. SA § IV.2.c. If the amount of valid Tier 1 Claims is less than $4,000,000, the difference 11 between the claimed amount and the Tier 1 Maximum, (the “Tier 1 Residue”), will be made 12 available to fully or partially satisfy Tier 2 claims, but otherwise will be retained by the Defendants 13 who will not have to make those funds available. SA § IV.2.c. If the amount of valid Tier 1 Claims, 14 net of offsets, exceeds $4,000,000, each claim will be reduced on a pro rata basis. SA § IV.2.c. 15 b) Tier 2 Claims – Payments for Substantiated Losses 16 Alternatively, settlement Class Members who provide Reasonable Documentation of 17 Substantiated Losses will be eligible for a payment of the amount of loss proven up to $750.00. SA 18 § IV.3.a. Tier 2 payments will also be reduced by any prior payments Settlement Class Members 19 already received from Chime in connection with the Service Disruption. SA § IV.3.b. Defendants 20 have agreed to pay up to $1,500,000 to satisfy valid Tier 2 claims. SA §§ IV.3.c and IV.5. Should 21 the total value of valid Tier 2 claims exceed $1,500,000, plus the Tier 1 Residue, if any, then all 22 payments will be reduced on a pro rata basis. SA § IV.3.c. If the amount of valid Claims is less 23 than $4,000,000 for Tier 1, or $1,500,000 for Tier 2, Defendants will retain any unclaimed amounts, 24 except to the extent that Tier 1 Residue funds are necessary to fully or partially satisfy Tier 2 claims. 25 SA §§ IV.2.c; IV.3.c. For the avoidance of doubt, Defendants will pay only the verified claims 26 made under Tiers 1 or 2. Id. With the exception of the $1,500,000 minimum, non-reversionary 27 payment, from which both claims made under Tier 1 and Tier 2 will initially be drawn, Defendants 28 are not creating a settlement fund as part of the Settlement. Id.

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1 Class Members may seek to participate in either Tier 1 or Tier 2, but not both. SA § IV.4. 2 c) Minimum Contribution 3 Taking into account claimed amounts under either Tier 1 or Tier 2, Defendants will make a 4 minimum settlement fund payment of $1,500,000, which amount will not under any circumstances 5 revert to Defendants. Should amounts claimed under Tier 1 and Tier 2, when combined, fail to 6 exhaust the $1,500,000 fund, any such excess will be subject to a cy pres distribution to the East Bay 7 Community Law Center as directed and agreed to by the Court. SA § IV.5. 8 d) Claims Verification Process 9 Tier 1 and Tier 2 Claims will be subject to a two-part verification process. SA §§ IV.2.a, 3.a., 10 6.b, 6.c. Settlement Class Members did not have to submit any Claim Form or documents to receive 11 benefits under the Courtesy Payment and Transaction Credits. SA § IV.1. To receive cash payment 12 under Tiers 1 or 2, however, Settlement Class Members must submit a valid Claim Form by the 13 Claims Deadline. SA § IV.6.a. Under both Tiers, Settlement Class Members must submit, under 14 penalty of perjury, an explanation as to what losses they incurred as a result of the Service 15 Disruption. SA § IV.6.b. Additionally, the Settlement Administrator and Chime will confirm 16 according to Chime’s business records that the Settlement Class Member held a Chime account and 17 attempted a financial transaction that failed or had their card locked as a direct result of the Service 18 Disruption. Id. To receive payment under Tier 2, Settlement Class Members must also submit 19 Reasonable Documentation to support their losses. SA § IV.6.c. Any Tier 2 Claim submitted without 20 Reasonable Documentation will be processed as a Tier 1 Claim. SA § IV.6.d. 21 e) Administrative Costs 22 Defendants also separately bore the costs of class notice and other costs associated with 23 administering the Settlement at a fixed sum price of no more than $250,000. SA § VI.3. 24 f) Release 25 In exchange for the benefits provided under the Settlement, Class Members will release 26 Defendants and related entities from all claims related to the alleged claims or events in the Action 27 or the Service Disruption. SA §§ II.20, IX. The Released Claims do not include any claims arising 28

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1 from or relating to any conduct by Defendants after the date the Settlement is executed. SA § IX.1. 2 Under the guidance of the Court, the Parties have clarified the Release. (ECF No. 45). 3 C. Notice Implementation 4 The Notice Program was implemented as set out in the Settlement Agreement and as directed 5 by the Court. 6 First, the Settlement Administrator, Epiq, sent a CAFA notice packet (or “CAFA Notice”), 7 on behalf of Defendants—as required by the federal Class Action Fairness Act of 2005 (CAFA), 8 28 U.S.C. § 1715—to 59 federal and state officials on August 17, 2020. See Declaration of Cameron 9 R. Azari, Esq. on Implementation of Settlement Notice Program at ¶ 7 (hereinafter “Azari Decl.”), 10 attached hereto as Exhibit A. 11 Second, the notice issued to the Settlement Class was the “best notice . . . practicable under 12 the circumstances” pursuant to Fed. R. Civ. P. 23(c)(2)(b). In its Preliminary Approval Order, the 13 Court also approved the Notice Program set forth in the Settlement Agreement. The Notice Program 14 consisted of two components: (1) E-mail Notice and (2) Notice on the Settlement Website. SA 15 § VII.2. On November 4, 2020, Epiq received one data file from counsel, which contained 527,505 16 records for potential Settlement Class Members. All records included a facially valid email address. 17 Azari Decl. ¶ 9. On December 1, 2020, Epiq sent 527,505 Email Notices to all potential Settlement 18 Class Members for whom a facially valid email address was available. The Email Notice used an 19 embedded html text format. This format provided easy to read text without graphics, tables, images 20 and other elements that would increase the likelihood that the message could be blocked by Internet 21 Service Providers (ISPs) and/or SPAM filters. Azari Decl. ¶ 10. Each Email Notice was transmitted 22 with a unique message identifier and included an embedded link to the case website. Id. 23 If the receiving email server could not deliver the message, a “bounce code” was returned 24 along with the unique message identifier. For any Email Notice for which a bounce code was 25 received that indicated the message was undeliverable, at least two additional attempts were made to 26 deliver the Notice by email. Id. ¶ 11. After completion of the Email Notice effort, 32,499 Email 27 Notices remain undeliverable. As of February 5, 2021, an Email Notice was delivered to 495,006 of 28 the 527,505 identified Settlement Class Members - a deliverable rate and reach of 93.8%. Id. ¶ 12.

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1 On November 30, 2020, a neutral, informational settlement website was established 2 (www.RichardsServiceDisruptionClassAction.com) to reflect the Settlement of the case. Settlement 3 Class Members are able to obtain additional information and documents including the Long Form 4 Notice, Summary Notice, Claim Form, Exclusion Form, Settlement Agreement, Preliminary 5 Approval Order, and a list of answers to Frequently Asked Questions (“FAQs”). Settlement Class 6 Members were also able to file an online claim. The website also includes information on how 7 potential Settlement Class Members can opt-out of or object to the Settlement if they choose. The 8 website address was prominently displayed in all printed notice documents. Azari Decl. ¶ 13. As of 9 March 1, 2021, there have been 163,425 visitors to the case website and 745,087 website page views 10 presented. Id. ¶ 14. 11 On November 30, 2020, a toll-free number (1-855-917-3581) was also established. Callers 12 can call the toll-free telephone number and hear an introductory message. Callers then have the 13 option to continue to get information about the Settlement in the form of recorded answers to FAQs. 14 Callers can also request that a Long Form Notice or Claim Form be mailed to them. This automated 15 phone system is available 24 hours per day, 7 days per week. As of March 1, 2021, Epiq handled 16 5,346 calls to the toll-free telephone number for a total of 16,342 minutes. As of March 1, 2021, 17 Epiq has mailed 872 Long Form Notices and Claim Forms as a result of requests to the toll-free 18 telephone number. Id. ¶ 15. Epiq also established a postal mailing address to allow Settlement Class 19 Members the opportunity to request additional information or ask questions. Id. ¶ 16. 20 In early February, the Parties conferred with Epiq and agreed that additional notice efforts 21 should be undertaken to further stimulate additional claims. Id. ¶ 17. Accordingly, on February 10, 22 2021, Epiq sent a Reminder Email Notice to all Settlement Class Members with a valid email, who 23 had not already filed a claim. The Reminder Email Notice stressed the impending claim filing 24 deadline and included a link to the case website. Id. 25 The deadline to request exclusion from the Settlement or to object to the Settlement was 26 February 1, 2021. As of March 1, 2021, Epiq had received six requests for exclusion. This 27 represents a miniscule opt-out rate of 0.0011%, further supporting approval. See, e.g., In re Anthem, 28 Inc. Data Breach Litig., 327 F.R.D. 299, 320–21 (N.D. Cal. 2018) (“[O]nly 406 Settlement Class

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1 Members have opted out of the Settlement (about 0.0005% of the Class). Such low rates of 2 objections and opt-outs are ‘indicia of the approval of the class.’”) (citations omitted) (quoting 3 Hughes v. Microsoft Corp., No. 98-CV-01646, 2001 WL 34089697, at *1, *8 (W.D. Wash. Mar. 26, 4 2001)). 5 As of March 1, 2021, there was one objection to the Settlement, which was filed directly 6 with the Court. Epiq is aware of no other objections or exclusions. Azari Decl. ¶ 18. 7 The reach rate of 93.8% of the Settlement Class is at the high end of the range suggested in 8 the Federal Judicial Center’s Judges’ Class Action Notice and Claims Process Checklist and Plain 9 Language Guide. Id. ¶¶ 21–22. Thus, the Notice Plan was designed to reach as many of the 10 Settlement Class Members as possible, and fully comports with due process under the circumstances 11 of this case. The proposed notice plan thus provides the best method of notice practicable for the 12 Class. See, e.g., Rannis v. Recchia, 380 F. App’x. 646, 650 (9th Cir. 2010) (finding best notice 13 practicable where reasonable efforts were taken to ascertain class members addresses). 14 D. Claims Experience 15 As of March 1, 2021, Epiq has received 22,017 Claim Forms (21,790 online and 227 paper). 16 Since the deadline to file a claim was February 15, 2021, Epiq will continue to receive and process 17 claim forms (it is common to receive timely postmarked claims upwards of 10–20 business days 18 after a claims filing deadline, especially this year with the USPS mail handling and delivery delays). 19 Azari Decl. ¶ 19. This claims rate of 4.17% is in line with that seen in many other consumer class 20 action cases,5 and quite similar to that seen in the analogous service disruption cases, Fuentes v. 21 UniRush, LLC No. 1:15-cv-08372 (S.D.N.Y. Sept. 12, 2016) (“RushCard”) and Lewis v. Green Dot 22 Corporation, Case No. 2:16-cv-03557 (C.D. Cal. Nov. 22, 2017) (“Green Dot”). 23 Specifically, in Green Dot, the class comprised 57,808 cardholders. With respect to the 24 equivalent of Tiers 1 and 2 here, 2,050 completed claims were received and paid, comprising a

25 5 See, e.g., In re Online DVD-Rental Antitrust Litig., 779 F.3d 934, 944-45 (9th Cir. 2015) 26 (approving 35 million-member settlement class when only 1.183 million—less than 4%—filed 27 claims; “settlements have been approved where less than five percent of class members file claims”); Sullivan v. DB Invs., Inc., 667 F.3d 273, 329 n.60 (3d Cir. 2011) (en banc) (noting evidence that 28 claims rates in consumer class settlements “rarely” exceed 7%, “even with the most extensive notice campaigns”);

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1 claims rate of 3.5%. Likewise, in RushCard, there were 35,334 claims in Tiers II and III (the 2 equivalents to Tiers 1 and 2 here), for a total distribution of $3,439,868.64; a claims rate of 8.3%. 3 (ECF No. 40-8 ¶ 40). 4 Accordingly, the claims rate here was, as predicted in Plaintiffs’ Motion for Preliminary 5 Approval, between 3.5% and 8.3%. (ECF No. 40 at 28). 6 IV. ARGUMENT 7 A. The Court Should Certify the Settlement Class 8 As the Court found at the preliminary approval stage, the Settlement Class is appropriate for 9 certification under Rule 23(a) and 23(b) in this settlement context. (ECF No. 46 at 6–10). Because 10 no substantive changes have occurred since that finding, and no objections or other arguments have 11 been raised in opposition to a finding of certification, the Court’s previous finding should be made 12 final here. Chambers v. Whirlpool Corp., 214 F. Supp. 3d 877, 887 (C.D. Cal. 2016) (“Because 13 circumstances have not changed, and for the reasons set forth in its Order of November 12, 2015, the 14 court hereby affirms its order certifying the class for settlement purposes under Rule 23(e).”) (citing 15 In re Apollo Grp. Inc. Sec. Litig., No. 04-2147, 2012 WL 1378677, *4 (D. Ariz. 2012) (“The Court 16 has previously certified, pursuant to Rule 23 of the Federal Rules of Civil Procedure, and hereby 17 reconfirms its order certifying a class.”)).6 18 B. The Settlement Merits Final Approval 19 Rule 23(e) requires judicial approval of the compromise of claims brought on a class basis. 20 Amended Rule 23(e) standardizes the factors governing final approval, stating that approval is 21 proper upon a finding that the settlement is “fair, reasonable, and adequate” after considering 22 whether: 23 (A) the class representatives and class counsel have adequately represented the class; 24 (B) the proposal was negotiated at arm’s length; 25 (C) the relief provided for the class is adequate, taking into account: 26 (i) the costs, risks, and delay of trial and appeal; 27 6 Plaintiffs incorporate by reference their prior arguments regarding certification of the Settlement 28 Class, as set forth in the Motion for Preliminary Approval, rather than repeating them here. (ECF No. 40 at 17–18)

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1 (ii) the effectiveness of any proposed method of distributing relief to the class, 2 including the method of processing class-member claims; 3 (iii) the terms of any proposed award of attorney’s fees, including timing of payment; 4 and 5 (iv) any agreement required to be identified under Rule 23(e)(3); and 6 (D) the proposal treats class members equitably relative to each other. 7 Fed. R. Civ. P. 23(e). 8 The applicable standard for preliminary approval also now incorporates these factors, which 9 Plaintiffs analyzed at the preliminary-approval stage, (ECF No. 40 at 19–27), along with the 10 Northern District of California’s Procedural Guidance for Class Action Settlements’ multiple 11 applicable criteria for preliminary approval and this Circuit’s factors for final approval, (id. at 27– 12 30). Accordingly, Plaintiffs incorporate by reference their previously submitted argument and 13 analysis. To avoid further burdening the record, Plaintiffs recap highlights of those arguments below 14 and address any new matters evolving since that filing. 15 1. Adequacy of Relief: Costs, Risks, and Delay 16 The relief provided by the Settlement is fair, reasonable, and adequate, particularly in light of 17 the risks and delay trial and associated appeals would wreak. At bottom, Plaintiffs faced difficult 18 hurdles in successfully maintaining this action in this Court, or in certifying a class. (ECF No. 40-8 19 ¶ 29). 20 If the Parties had been unable to resolve this case through settlement, the litigation would 21 likely have been protracted and costly. Although Named Plaintiffs and Class Counsel believe that 22 the claims asserted are meritorious, continued litigation against Defendants posed significant risks 23 that made any recovery uncertain. At the outset, continued litigation of this matter would require the 24 Court to resolve several separate threshold questions concerning the viability of the litigation. First, 25 the Court would have to decide the question of the arbitrability of Plaintiffs’ claims. Defendants 26 have maintained that this provision should be enforced and that all claims should be submitted to 27 individual arbitration proceedings. A victory by Defendants would have likely ended any relief being 28 made available to any one class member as it is highly improbable that any class member would

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1 have pursued their claims in arbitration based on the amount of any one class member’s claim and 2 the costs of the arbitration. Next, pursuant to the express terms of the agreement between Chime and 3 Settlement Class Members, any claims arising from outages, such as the Service Disruption, are 4 barred. If the Named Plaintiffs had been able to overcome these difficult hurdles, the Court would 5 have to turn to the question of class certification and Defendants’ contention that individualized 6 factual inquiries and damages and legal variation among the laws of the states would preclude class 7 certification. (ECF No. 40-8 ¶¶ 30–32). “Even if plaintiff[s] were to prevail at trial, there is a real 8 risk that plaintiff[s] could recover nothing.” Spann v. J.C. Penney Corp., 314 F.R.D. 312, 327 (C.D. 9 Cal. 2016) (“Spann I”).7 10 In light of these difficult issues, the Settlement’s monetary benefits are appropriate and the 11 timing in which they will be provided is significant, going well beyond the potential litigated 12 recovery. Class members already received benefits without taking any action; Defendants made the 13 Courtesy Payment and Transaction Credit benefits available automatically and immediately, in the 14 sum of $5,960,563. Further, under the Settlement, Settlement Class Members can receive 15 compensation for losses without the burden of providing any documentation to support their 16 damages. Settlement Class Members with more significant losses may file supporting documentation 17 to seek greater relief. Combined, and subject to the terms of the Agreement, Tiers 1 and 2 provide up 18 to $5,500,000 in additional relief available to Settlement Class Members submitting valid claims.

19 7 For example, Defendants would likely contend that temporary loss of access to funds, without 20 more, is not compensable harm. See, e.g., In re Sony Gaming Network & Customer Data Breach and Security Litig., 903 F. Supp. 2d 942, 963 (S.D. Cal. 2012) (rejecting negligence claim because 21 nothing in the agreement suggested a duty to provide uninterrupted service); Turner v Talbert, 2011 WL 4479766, *2 (M.D. La. 2011) (temporary account freeze was not compensable injury); Kuhns v. 22 Scottrade, 868 F.3d 711, 718 (8th Cir. 2017) (“Massive class action litigation should be based on 23 more than allegations of worry and inconvenience”) (holding no contract damages absent allegation of misuse or information); Jones v. Commerce Bank, N.A., 2006 WL 2642153, *2 (S.D.N.Y 2006) 24 (“Plaintiff has submitted no evidence that she suffered any compensable injury stemming from the loss of access to these funds between May 22, 2005 and June 9, 2005”); Rudolph v. Hudson’s Bay 25 Co., 2019 WL 2023713, *8 (S.D.N.Y. 2019) (“Rudolph does not identify any such injury that arose from the brief freeze placed on her own account. Absent an allegation of how an account freeze 26 resulted in a loss to Rudolph, the claim that she was injured by the temporary inability to access her account does not demonstrate injury.”); Miller v. Bank of Am. N.T. & S.A., 2014 WL 5091897, *11 27 (Cal. Super. 2014) (“temporary inability to access an account, without more, does not constitute ‘actual damages,’” under California Consumer Legal Remedies Act, and “Plaintiff provides no way 28 to calculate compensation under this theory—and it is compensation, as such, which is the essence of damages available under the CLRA.”).

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1 Considering the significant threshold challenges, this is an exceptional result. (ECF No. 40-8 ¶¶ 33– 2 35). 3 In addition, the Settlement terms are favorable to the Class and meet the demands in the 4 Complaint. All Class Members received monetary benefits under the Courtesy Payment and 5 Transaction Credit provisions of the Settlement and Class Members with losses may elect to file a 6 claim under Tier 1 or Tier 2 for additional monetary relief. SA § IV.2–3. These terms strongly 7 suggest that Class benefits were not traded for individual benefits. See Hendricks v. Starkist Co., No. 8 13-cv-00729-HSG, 2016 WL 5462423, at *10 (N.D. Cal. Sept. 29, 2016). 9 The Settlement provides immediate and significant benefits for Settlement Class Members 10 they otherwise may not receive, providing virtually everything Plaintiffs sought in the Complaint. 11 In evaluating the Settlement, it is of course relevant to consider the amount that Settlement 12 Class Members will recover individually. Settlement Class Members with an active Chime account 13 previously received a credit to their account in the amount of $10.00 and those who incurred certain 14 transaction fees during the Service Disruption received a credit to cover those fees. If finally 15 approved by the Court, Settlement Class Members who filed a claim for reimbursement of financial 16 or other losses suffered as a result of the Service Disruption will be compensated for those losses. 17 Subject to offsets for amounts previously provided, Settlement Class Members who did submit 18 supporting documentation, but attest to having losses, will be eligible for a payment of up to $25.00. 19 Subject to the same offset, Settlement Class Members with more significant losses and who provided 20 Reasonable Documentation of such losses will be eligible for a payment of up to $750.00. (ECF No. 21 40-8 ¶ 33). 22 The forms of “discernible benefits” provided under the Settlement to Class Members 23 “achieve the primary objective of the lawsuit” and weigh in favor of approving the Settlement. See 24 Ko v. Natura Pet Prods., Inc., No. C 09-02619 SBA, 2012 WL 3945541, at *4 (N.D. Cal. Sept. 10, 25 2012); see also Stern v. Superior Court, 129 Cal. Rptr. 2d 275, 282 (Cal. Ct. App. 2003). 26 As set out in more detail in the Motion for Preliminary Approval (ECF No. 40 at 23–25), the 27 Settlement is also well within the range of settlements approved in quite similar consumer class 28 actions involving analogous service disruptions, each of which achieved final approval. See Fuentes

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1 v. UniRush, LLC No. 1:15-cv-08372, ECF No. 49 (S.D.N.Y. Sept. 12, 2016) (Final Approval Order) 2 (“RushCard”) (finding that the “[s]ettlement reflects an outstanding result for the Class in a case 3 with a high level of risk”); Lewis v. Green Dot Corporation, Case No. 2:16-cv-03557, ECF No. 109 4 at 13 (Final Approval Order) (C.D. Cal. Nov. 22, 2017) (“Green Dot”) (finding that the “settlement 5 benefits were fair, adequate, reasonable and compelling in light of the litigation risks in th[e] case”). 6 Based on Class Counsel’s experience in RushCard and Green Dot—and on the claims 7 received to date as well as considering the relief already provided to all Settlement Class Members, 8 the settlement is fair, adequate, and reasonable and has provided substantial relief to Settlement 9 Class Members. (ECF No. 40-8 ¶ 41). 10 The proposed total Settlement value here of $12,462,5638 is substantial by any measure and 11 certainly falls within a range of approval. This is particularly true given the real risk that Plaintiffs 12 could have recovered nothing if litigation had continued, due to the arbitration provision, and the 13 proof of damages that could be recovered in this case not being certain. (ECF No. 40-8 ¶ 24). 14 2. Adequacy of Relief: Proposed Method of Distributing Relief 15 Relief will be distributed to the Class via the use of Claim Forms on which Class Members 16 will submit a brief explanation as to how the Service Disruption caused them a loss and the amount 17 of loss claimed as a result of the Service Disruption. SA § IV.6.b. To the extent Settlement Class 18 Members seek to recover under Tier 2, they must also provide Reasonable Documentation, SA 19 § IV.6.c, consisting of any documentation tending to establish Substantiated Losses fairly traceable 20 to the Service Disruption, including receipts, account statements, letters or records from employers 21 confirming payments or losses, and letters from landlords confirming payments or losses, SA § II.19. 22 The claims period was open for 75 days after the Notice Deadline. SA § II.4. 23 24

25 8 Consisting of: $5,960,563 Courtesy Payment; up to $5,500,000 available in Tiers 1 and 2; $250,000 for Notice and Administration; the $500 per Named Plaintiff for service awards; and 26 $750,000 for attorneys’ fees, costs, and expenses. As discussed supra, subject to the terms of the 27 Settlement Agreement, Defendants are not creating a settlement fund beyond the $1,500,000 from which the Tier 1 and Tier 2 claims will initially draw, but instead will only pay validated claims up 28 to the Tier Maximums. Should the validated amounts claimed not reach the Tier Maximums, Defendants will retain those funds.

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1 3. Adequacy of Relief: Attorneys’ Fees 2 The Settlement permits Plaintiffs to seek no more than $750,000 in attorneys’ fees, costs, and 3 expenses, which amount will be paid by Defendants separate and apart from the relief obtained for 4 the Settlement Class. Plaintiffs filed their Motion for Attorneys’ Fees, Costs, and Expenses, and 5 Service Awards on December 30, 2020, (ECF No. 49), seeking those amounts, as further articulated 6 in that motion. 7 4. Rule 23(e)(3) Agreements and Equality of Treatment. 8 Finally, the Court should examine whether the Settlement provides preferential treatment to 9 any class member. This analysis turns, among other things, on whether there is any disparity among 10 what Class Members are poised to receive and, if so, whether the Settlement “compensates class 11 members in a manner generally proportionate to the harm they suffered on account of [the] alleged 12 misconduct.” Altamirano v. Shaw Indus., Inc., No. 13-CV-00939-HSG, 2015 WL 4512372, at *8 13 (N.D. Cal. July 24, 2015); G.F. v. Contra Costa Cty., No. 13-CV-03667-MEJ, 2015 WL 4606078, at 14 *14 (N.D. Cal. July 30, 2015) (analyzing whether settlement “appears uniform”). 15 Here, Plaintiffs seek certification of a single class and all members of the proposed 16 Settlement Class are entitled to the same benefits. All Settlement Class Members who do not exclude 17 themselves will be eligible to submit claims for payment under Tier 1 or 2. The amounts of these 18 reimbursements may vary, but those differences reflect the differing amounts of potential losses 19 Settlement Class Members incurred (if any) because of the Service Disruption. Thus, each 20 Settlement Class Member who submits a valid claim will be paid proportionate to the harm they 21 suffered. (ECF No. 40-8 ¶ 44). 22 The Settlement Agreement authorizes a Service Award for each Named Plaintiff, in an 23 amount to be determined by the Court but not to exceed $500, in recognition for the services they 24 performed on behalf of the entire class that resulted in the Settlement. If approved by the Court, 25 these Service Awards will be paid by Defendants separately from the relief obtained for the 26 Settlement Class. Thus, the Service Awards will have no bearing on Class Relief. SA § X.1. 27 In evaluating whether the Settlement grants preferential treatment to Plaintiffs, the Court may 28 consider whether there is a “significant disparity between the incentive award[] and the payments to

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1 the rest of the class members” such that it creates a conflict of interest. Radcliffe v. Experian Info. 2 Solutions, Inc., 715 F.3d 1157, 1165 (9th Cir. 2013). More importantly, however, are “the number of 3 class representatives, the average incentive award amount, and the proportion of the total settlement 4 that is spent on incentive awards.” Staton v. Boeing, Co., 327 F.3d 938, 977 (9th Cir. 2003). 5 The Service Awards requested will not be “unreasonably large and thus unfair.” In re Online 6 DVD-Rental Antitrust Litig., 779 F.3d 934, 947 (9th Cir. 2015). Rather, the awards contemplated 7 here are much lower than “typical incentive awards in the Ninth Circuit, where $5,000 is 8 presumptively reasonable.” Smith v. Am. Greetings Corp., No. 14-CV-02577-JST, 2016 WL 362395, 9 at *10 (N.D. Cal. Jan. 29, 2016); see also Online DVD-Rental, 779 F.3d at 947-48 (affirming awards 10 of $5,000 to each of nine class representatives). The amount requested is appropriate given the time, 11 effort, and risk of each Named Plaintiff’s participation in this Action. (ECF No. 40-8 ¶ 45). 12 Critically, the Settlement is not conditioned on the Court’s approval of the Service Awards. SA 13 § X.1; Spann I, 314 F.R.D. at 328-29 (“[B]ecause . . . the Settlement Agreement shall remain in 14 force regardless of any service awards, the awards here are unlikely to create a conflict of interest 15 between the named plaintiffs and absent class members.”). Accordingly, the Named Plaintiffs’ 16 interests did not conflict with the interests of the Settlement Class. Radcliffe, 715 F.3d at 1161; (ECF 17 No. 40-8 ¶ 45). 18 And, lastly, no Rule 23(e)(3) agreements are in place in this matter. (ECF No. 40-8 ¶ 52). 19 C. The District’s Procedural Guidance 20 The Northern District of California’s Procedural Guidance for Class Action Settlements 21 directs that a motion for final approval should include:

22 information about the number of undeliverable class notices and claim 23 packets, the number of class members who submitted valid claims, the number of class members who elected to opt out of the class, and the number 24 of class members who objected to or commented on the settlement. In addition, the motion for final approval should respond to any objections. 25 N.D. Cal., Procedural Guidance for Class Action Settlements (Dec. 5, 2018) (hereinafter “District 26 Guidance”).9 27

28 9 Plaintiffs Motion for Preliminary Approval analyzed the District’s Guidance as regards preliminary approval, and that analysis is incorporated by reference here. See (ECF No. 40 at 27–30).

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1 As described above, 32,499 Email Notices (of the 527,505 identified Settlement Class 2 Members) were returned undeliverable, a deliverable rate and reach of 93.8%. Azari Decl. ¶ 12. As 3 of March 1, 2021, Epiq had received 22,017 Claim Forms (21,790 online and 227 paper), and Epiq 4 expects to receive and process additional claim forms upwards of 10–20 business days after the 5 claims filing deadline, especially this year with the USPS mail handling and delivery delays. Id. 6 ¶ 19.10 And, as of March 1, 2021, Epiq had received six requests for exclusion, and was aware of 7 only one objection (which was filed directly with the Court). Id. ¶ 18. 8 The only objection was that of Pamela Sweeney. (ECF No. 51). Ms. Sweeney objects solely 9 to the amount of attorneys’ fees, arguing that because compensation paid under Tiers 1 and 2 is 10 contingent upon the amount claimed within those Tiers, with funds reverting to Defendants if the full 11 amounts under the Tiers are not claimed, attorney’s fees could be disproportionate: “In this senario 12 [sic] the attorneys would be getting around 37% of the actual amount brought to the class members. 13 It is impossible to know what this number will be and therefore I suggest the plaintiff attorneys get a 14 set percent.” (ECF No. 51 at 2). 15 However, as explained in Plaintiffs’ Motion for Attorneys’ Fees, Costs, and Expenses, Ms.

16 Sweeney’s objection wholly ignores the constructive common fund method, including the amounts 17 already provided to Class Members without need for filing any claim. (ECF No. 49 at 16–18). 18 Specifically, all combined, the relief made available via the Settlement amounts to $12,462,563.11 19 Plaintiffs’ fee, cost, and expense request of $750,000.00 represents just 6% of this total—an 20 eminently reasonable request considering the 25% benchmark in this Circuit. 21 Notably for purposes of Ms. Sweeney’s objection, even if the Court were only to consider the 22 amounts already provided to Class Members ($5,960,563.00), the amounts for notice and 23 administration ($250,000), and the required minimum payment of $1,500,000 related to Tiers 1 and 24 2—amounts which Defendants are required to pay (or have already paid) and are not dependent on 25 claims rates or other contingencies—it amounts to $7,710,563, making Plaintiffs’ $750,000 request 26 27 10 Plaintiffs and Epiq will update the Court once additional claims statistics are available. Azari 28 Decl. ¶ 20. 11 See supra note 8.

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1 only 9.7% of the total. 2 Thus, under the scenario in which Defendants pay the least amount permitted by the 3 Settlement, Plaintiffs’ fee request still amounts to less than 10% of the amounts paid (with, notably, 4 any amounts for fees, costs, and expenses being paid separately and in addition to this minimum); a 5 sum far below the 25% benchmark, and even further below Ms. Sweeney’s hypothetical amount of 6 37%. Ms. Sweeney’s objection, therefore, is simply mistaken, and misapprehends—or fails to 7 account for—each of the amounts provided, or made available by, the Settlement. 8 Accordingly, the objection should be overruled, and Plaintiffs’ full fee request should be 9 granted. In any event, Ms. Sweeney raised no objection to the substantive terms of the class relief 10 provided by the Settlement and she raises no argument as to why final approval should not be 11 granted. 12 D. The Notice Plan Met the Requirements of Due Process 13 In any proceeding that is to be accorded finality, due process requires that interested parties 14 be provided with notice reasonably calculated, under the circumstances, to apprise them of the 15 pendency of the action and afford them an opportunity to present their objections. Mullane v. 16 Central Hanover Bank & Trust Co., 339 U.S. 306, 314 (1950). That means the settlement notices 17 must fairly apprise the class members of the terms of the proposed compromise and give class 18 members sufficient information to decide whether they should accept the benefits offered, opt out 19 and pursue their own remedies, or object to the settlement. Id. Additionally, the notice must be 20 designed to have a reasonable chance of reaching a substantial percentage of the class members. Id. 21 at 318 (explaining notice must be reasonably calculated to reach interested parties). 22 For classes certified under Rule 23(b)(3), “the court must direct to class members the best 23 notice that is practicable under the circumstances, including individual notice to all members who 24 can be identified through reasonable effort.” Fed. R. Civ. P. 23(c)(2)(B). Under amended Rule 25 23(c)(2)(B), “[t]he notice may be by one or more of the following: United States mail, electronic 26 means, or other appropriate means.” Fed. R. Civ. P. 23(c)(2)(B) (effective Dec. 1, 2018). 27 28

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1 Here, as explained above, the Notice plan was implemented via direct Email Notice, along 2 the Settlement Website. Azari Decl. ¶ 8. Accordingly, the Court should find the Notice Plan was 3 reasonably calculated to give actual notice to Settlement Class Members of the right to receive 4 benefits from the Settlement, and to be excluded from or object to the Settlement, and that the Notice 5 Program therefore met the requirements of Rule 23 and due process. 6 E. Final Appointment of Settlement Class Counsel 7 Under Rule 23(g)(1)(B), “a court that certifies a class must appoint class counsel [who must] 8 fairly and adequately represent the interests of the class.” In making this determination, courts 9 generally consider the following attributes: the proposed class counsel’s: (1) work in identifying or 10 investigating potential claims; (2) experience in handling class actions or other complex litigation, 11 and the types of claims asserted in the case; (3) knowledge of the applicable law; and (4) resources 12 committed to representing the class. Fed. R. Civ. P. 23(g)(1)(A)(i–iv). 13 Plaintiffs request that the Court finally appoint John A. Yanchunis and Patrick A. Barthle II 14 of Morgan & Morgan Complex Litigation Group and Joshua H. Watson of Clayeo C. Arnold, APC 15 as Class Counsel. Class Counsel meet the requirements of Rule 23(g), as the Court previously 16 recognized. (ECF No. 46 at 10). They have invested considerable time and resources into the 17 investigation of the facts underlying the claims, and have performed work critical to achieving 18 benefits for the Class. (ECF No. 40-8 ¶¶ 11–12). The proposed Class Counsel firms have significant 19 experience in similar class actions, and proposed Lead Counsel Mr. Yanchunis served as co-Lead 20 Counsel in two very similar cases involving service disruptions, RushCard and Green Dot. The 21 firms have the experience to ensure the implementation of the Settlement and the resources to 22 continue their representation of the Settlement Class. 23 F. Ninth Circuit Final Approval Factors 24 Amended Rule 23 and the District Guidance reflect many of the factors already used in this 25 Circuit for final approval: (1) the strength of the plaintiff’s case; (2) the risk, expense, complexity, 26 and likely duration of further litigation; (3) the risk of maintaining class action status throughout the 27 trial; (4) the amount offered in settlement; (5) the extent of discovery completed and the stage of the 28 proceedings; (6) the experience and views of counsel; (7) the presence of a governmental

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1 participant; (8) the reaction of the class members to the proposed settlement; and (9) whether the 2 settlement is a product of collusion among the parties. In re Bluetooth Headset Prods. Liab. Litig., 3 654 F.3d 935, 946 (9th Cir. 2011). Because only factors (7) and (8) have the potential for evolution 4 since the preliminary approval stage, with all others being previously addressed, they are further 5 detailed below. 6 1. The Presence of a Government Participant 7 As described above, pursuant to the Notice Plan, the Attorney General of the United States, 8 and the 51 Attorneys General as well as to 5 territories were notified pursuant to CAFA, 28 U.S.C. 9 § 1715, and given an opportunity to raise any objections. No such objections have been received. 10 Likewise, so far as Plaintiffs are aware, no investigations by governmental and regulatory 11 authorities were commenced relating to the Service Disruption, and, in any event, Plaintiffs here 12 pursued their claims independently. 13 2. The Reaction of the Class Members to the Settlement 14 As described above, the reaction of the Settlement Class has been positive, with a claims rate 15 of approximately 4%, only five (5) requests for exclusion; and only one (1) objection. 16 V. CONCLUSION 17 For the foregoing reasons, the Plaintiffs respectfully request that the Court enter an Order 18 substantially in the form of the Proposed Final Approval Order attached hereto as Exhibit B, (1) 19 finally approving the Settlement Agreement; (2) certifying, for settlement purposes, the proposed 20 Settlement Class under Rule 23(a), (b)(3), and (e); (3) finding the class notice as implemented 21 satisfied Rule 23 and due process; (4) finally appointing Plaintiffs as Settlement Class 22 Representatives; (5) finally appointing as Class Counsel John A. Yanchunis and Patrick A. Barthle 23 II of Morgan & Morgan Complex Litigation Group and Joshua H. Watson of Clayeo C. Arnold, 24 APC, under Rule 23(g); (6) finally appointing Epiq Class Action and Claims Solutions, Inc. 25 (“Epiq”) as the Settlement Administrator; (7) overruling the objection; and (8) any other relief the 26 Court deems just and proper. 27 DATED: March 1, 2021 Respectfully submitted,

28 MORGAN & MORGAN

21 MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT CASE NO. 4:19-cv-06864 Case 4:19-cv-06864-HSG Document 52 Filed 03/01/21 Page 27 of 27

COMPLEX LITIGATION GROUP 1

2 /s/ John A. Yanchunis John A. Yanchunis (pro hac vice) 3 Patrick A. Barthle II (pro hac vice) 201 North Franklin Street 7th Floor 4 Tampa, Florida 33602 5 (813) 223-5505 (813) 223-5402 (fax) 6 7 Joshua H. Watson CLAYEO C. ARNOLD, APC 8 Cal. Bar No. 238058 865 Howe Ave 9 Sacramento, CA 95825 10 (916) 777-7777 (tel) (916) 924-1829 (fax) 11 [email protected]

12 Attorneys for Plaintiffs and the Proposed Settlement Class 13 14 CERTIFICATE OF SERVICE 15 I hereby certify that March 1, 2021, I authorized the electronic filing of the foregoing with the 16 Clerk of the Court using the CM/ECF system which will send notification of such filing to the e-mail 17 addresses denoted on the attached Electronic Mail Notice List. 18 19 I certify under penalty of perjury under the laws of the United States of America that the 20 foregoing is true and correct. Executed March 1, 2021. 21 /s/ John A. Yanchunis___ 22 John A. Yanchunis 23 MORGAN & MORGAN COMPLEX LITIGATION GROUP 24 201 N. Franklin Street, 7th Floor Tampa, FL 33602 25 Telephone: 813/223-5505 26 813/223-5402 (fax)

27 28

22 MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT CASE NO. 4:19-cv-06864 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 1 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 2 of 37

1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 2

3 ) 4 RYAN RICHARDS, RUBA AYOUB, ) Case No. 4:19-cv-06864 BRANDY TERBAY AND TRACY ) 5 CUMMINGS, on behalf of themselves and ) all others similarly situated, ) 6 ) Plaintiffs, ) 7 ) 8 vs. ) ) 9 CHIME FINANCIAL, INC., GALILEO ) 10 FINANCIAL TECHNOLOGIES, INC., and ) THE BANCORP INC., ) 11 ) Defendants. ) 12 )

13 14 DECLARATION OF CAMERON R. AZARI, ESQ. ON IMPLEMENTATION OF 15 SETTLEMENT NOTICE PROGRAM 16 I, Cameron Azari, declare: 17 1. My name is Cameron R. Azari, Esq. I have personal knowledge of the matters set 18 forth herein, and I believe them to be true and correct. 19 2. I am a nationally recognized expert in the field of legal notice, and I have served as

20 an expert in hundreds of federal and state cases involving class action notice plans. 21 3. I am a Senior Vice President with Epiq Class Action & Claims Solutions, Inc. 22 (“Epiq”) and the Director of Legal Notice for Hilsoft Notifications (“Hilsoft”), a firm that 23 specializes in designing, developing, analyzing and implementing, large-scale legal notification 24 plans. Hilsoft is a business unit of Epiq. 25 4. This declaration will describe the implementation of the Settlement Notice Plan 26 (“Notice Plan” or “Plan”) implemented here for the Settlement in Richards v. Chime Financial, 27 Inc. et al., 4:19-cv-06864 in the United States District Court for the Northern District of California. 28 DECLARATION OF CAMERON R. AZARI, ESQ. ON IMPLEMENTATION OF SETTLEMENT NOTICE PROGRAM

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 3 of 37

1 I previously executed my Declaration of Cameron R. Azari, Esq. on Settlement Notice Program

2 (“Notice Plan Declaration”), on August 4, 2020, in which I detailed Hilsoft’s and Epiq’s class

3 action notice experience and attached Hilsoft’s curriculum vitae and Epiq’s curriculum vitae. I

4 also provided my educational and professional experience relating to class actions and my ability

5 to render opinions on overall adequacy of notice programs.

6 OVERVIEW

7 5. On October 28, 2020, the Court approved the Notice Plan in the Order Granting

8 Motion for Preliminary Approval (“Preliminary Approval Order”). In the Preliminary Approval

9 Order, the Court certified the following Settlement Class:

10 All consumers who attempted to and were unable to access or utilize the functions of their accounts with Chime, as confirmed by a failed 11 transaction or a locked card as recorded in Chime’s business records, beginning on October 16, 2019 through October 19, 2019, 12 as a result of the Service Disruption.

13 6. After the Court’s Preliminary Approval Order was entered, we began to

14 implement the Notice Program. This declaration will detail the notice activities undertaken and

15 explain how and why the Notice Plan was comprehensive and well suited to the Settlement Class.

16 This declaration will also discuss the administration activity to date. The facts in this declaration

17 are based on what I personally know, as well as information provided to me in the ordinary course

18 of my business by my colleagues from Hilsoft and Epiq, who worked with us to implement the

19 notification effort.

20 CAFA NOTICE 21 7. As described in the Declaration of Stephanie J. Fiereck, Esq. on Implementation of 22 CAFA Notice, dated November 18, 2020 (“Fiereck Declaration”), Epiq sent a CAFA notice packet 23 (or “CAFA Notice”), on behalf of Defendants Chime Financial, Inc., Galileo Financial 24 Technologies LLC (formerly known as Galileo Financial Technologies, Inc.), and The Bancorp 25 Inc.—as required by the federal Class Action Fairness Act of 2005 (CAFA), 28 U.S.C. § 1715, to 26 59 federal and state officials on August 17, 2020. The CAFA Notice was mailed by United States 27 Postal Service (“USPS”) certified mail to 56 officials, including the Attorneys General of each of 28 the 50 states, the District of Columbia and the United States Territories. The Notice was also sent DECLARATION OF CAMERON R. AZARI, ESQ. ON IMPLEMENTATION OF SETTLEMENT NOTICE PROGRAM 2

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 4 of 37

1 by United Parcel Service (“UPS”) to the Attorney General of the United States, the Federal

2 Reserve Bank of Philadelphia, and the Office of the State Bank Commissioner for Delaware. The

3 Fiereck Declaration is included as Attachment 1.

4 NOTICE PLAN DETAIL

5 8. Federal Rules of Civil Procedure 23 directs that the best notice practicable under

6 the circumstances must include “individual notice to all members who can be identified through 1 7 reasonable effort.” The Notice Program here satisfied this requirement. A Notice tailored to

8 Settlement Class Members was sent via email and was successfully delivered to 93.8% of the

9 Settlement Class. The Notices also appear on the case website established for the Settlement. In

10 my opinion, the Notice Plan was designed and implemented to reach the greatest practicable

11 number of Settlement Class Members through the use of individual notice. In my opinion, the

12 Notice Plan was the best notice practicable under the circumstances of this case and satisfied the 2 13 requirements of due process, including its “desire to actually inform” requirement.

14 NOTICE PLAN IMPLEMENTATION

15 Individual Notice

16 9. On November 4, 2020, Epiq received one data file from counsel, which contained

17 527,505 records for potential Settlement Class Members. All records included a facially valid

18 email address. Individual Notice - Email 19

20 10. On December 1, 2020, Epiq sent 527,505 Email Notices to all potential Settlement 21 Class Members for whom a facially valid email address was available. The Email Notice used an 22 embedded html text format. This format provided easy to read text without graphics, tables,

23 1 Fed. R. Civ. P. 23(c)(2)(B). 24 2 Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306, 315 (1950) (“But when notice is a person’s due, process which is a mere gesture is not due process. The means employed must be such as one desirous of actually informing 25 the absentee might reasonably adopt to accomplish it. The reasonableness and hence the constitutional validity of any chosen method may be defended on the ground that it is in itself reasonably certain to inform those affected . . .”); see 26 also In re Hyundai & Kia Fuel Econ. Litig., 926 F.3d 539, 567 (9th Cir. 2019) (“To satisfy Rule 23(e)(1), settlement notices must ‘present information about a proposed settlement neutrally, simply, and understandably.’ ‘Notice is 27 satisfactory if it generally describes the terms of the settlement in sufficient detail to alert those with adverse viewpoints to investigate and to come forward and be heard.’”) (citations omitted); N.D. Cal. Procedural Guidance for Class Action 28 Settlements, Preliminary Approval (3) (articulating best practices and procedures for class notice). DECLARATION OF CAMERON R. AZARI, ESQ. ON IMPLEMENTATION OF SETTLEMENT NOTICE PROGRAM 3

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 5 of 37

1 images and other elements that would increase the likelihood that the message could be blocked

2 by Internet Service Providers (ISPs) and/or SPAM filters. Each Email Notice was transmitted

3 with a unique message identifier. The Email Notice included an embedded link to the case website.

4 By clicking the link, recipients were able to easily access the Long Form Notice, Settlement

5 Agreement, online Claim Form and other information about the Settlement. The Email Notice is

6 included as Attachment 2.

7 11. If the receiving email server could not deliver the message, a “bounce code” was

8 returned along with the unique message identifier. For any Email Notice for which a bounce code

9 was received that indicated the message was undeliverable, at least two additional attempts were

10 made to deliver the Notice by email.

11 12. After completion of the Email Notice effort, 32,499 Email Notices remain

12 undeliverable. As of March 1, 2021, the initial Email Notice was delivered to 495,006 of the

13 527,505 identified Settlement Class Members - a deliverable rate and reach of 93.8%.

14 Case Website

15 13. On November 30, 2020, a neutral, informational settlement website was established

16 (www.RichardsServiceDisruptionClassAction.com) to reflect the Settlement of the case.

17 Settlement Class Members are able to obtain additional information and documents including the

18 Long Form Notice, Summary Notice, Claim Form, Exclusion Form, Settlement Agreement,

19 Preliminary Approval Order, and a list of answers to Frequently Asked Questions (“FAQs”).

20 Settlement Class Members are also able to file an online claim. The website also includes 21 information on how potential Settlement Class Members can opt-out of or object to the Settlement 22 if they choose. The website address was prominently displayed in all printed notice documents. 23 14. As of March 1, 2021, there have been 163,425 visitors to the case website and 24 745,087 website page views presented. 25 Toll-free Telephone Number and Postal Mailing Address 26 15. On November 30, 2020, a toll-free number (1-855-917-3581) was established. Callers 27 can call the toll-free telephone number and hear an introductory message. Callers then have the 28 option to continue to get information about the Settlement in the form of recorded answers to FAQs. DECLARATION OF CAMERON R. AZARI, ESQ. ON IMPLEMENTATION OF SETTLEMENT NOTICE PROGRAM 4

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 6 of 37

1 Callers can also request that a Long Form Notice or Claim Form be mailed to them. This automated

2 phone system is available 24 hours per day, 7 days per week. As of March 1, 2021, Epiq handled

3 5,346 calls to the toll-free telephone number for a total of 16,342 minutes. As of March 1, 2021,

4 Epiq has mailed 872 Long Form Notices and Claim Forms as a result of requests to the toll-free

5 telephone number. The Long Form Notice and Claim Form are included as Attachment 3.

6 16. Epiq also established a postal mailing address to allow Settlement Class Members the

7 opportunity to request additional information or ask questions.

8 Claim Stimulation Notice Efforts

9 17. The Parties requested that Epiq undertake further efforts to stimulate additional

10 claims. On February 10, 2021, Epiq sent a Reminder Email Notice to all Settlement Class Members

11 with a valid email, who had not already filed a claim. The Reminder Email Notice stressed the

12 impending claim filing deadline and included a link to the case website.

13 Requests for Exclusion and Objections

14 18. The deadline to request exclusion from the Settlement or to object to the Settlement

15 was February 1, 2021. As of March 1, 2021, Epiq has received six timely requests for exclusion.

16 As of March 1, 2021, there was one objection to the Settlement, which was filed directly with the

17 Court by a verified Settlement Class Member. I have reviewed the objection and it does not include

18 anything regarding notice or settlement administration. I am aware of no other objections. The

19 Exclusion Request Report is included as Attachment 4.

20 Status of Claims Process 21 19. As of March 1, 2021, Epiq has received 22,017 Claim Forms (21,790 online and 227 22 paper). Since the deadline to file a claim was February 15, 2021, Epiq will continue to receive and 23 process claim forms. It is common to receive timely postmarked claims upwards of 10-20 business 24 days after a claims filing deadline, especially this year with the USPS mail handling and delivery 25 delays. The USPS continues to report delays in mail service. The reported delays vary depending 26 on geography within the U.S. Epiq continues to process any Claim Forms received as quickly as 27 possible upon receipt from the USPS. 28 20. As a result, the claim statistics are preliminary and are subject to further updates. DECLARATION OF CAMERON R. AZARI, ESQ. ON IMPLEMENTATION OF SETTLEMENT NOTICE PROGRAM 5

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 7 of 37

1 PERFORMANCE OF THE NOTICE PROGRAM

2 Reach

3 21. As detailed previously, individual notice reached 93.8% of the Settlement Class.

4 Reach was enhanced further by the case website.

5 22. Many courts have accepted and understood that a 75 or 80 percent reach is more than

6 adequate. In 2010, the Federal Judicial Center issued a Judges’ Class Action Notice and Claims

7 Process Checklist and Plain Language Guide. This Guide states that, “the lynchpin in an objective

8 determination of the adequacy of a proposed notice effort is whether all the notice efforts together 3 9 will reach a high percentage of the class. It is reasonable to reach between 70–95%.” Here we

10 developed and implemented a Notice Plan that delivered notice to the Settlement Class at the high

11 end of this range.

12 CONCLUSION

13 23. In class action notice planning, execution, and analysis, we are guided by due process

14 considerations under the United States Constitution, by federal and local rules and statutes, and

15 further by case law pertaining to notice. This framework directs that the notice program be designed

16 to reach the greatest practicable number of potential class members and, in a settlement class action

17 notice situation such as this, that the notice or notice program itself not limit knowledge of the

18 availability of benefits—nor the ability to exercise other options—to class members in any way.

19 All of these requirements were met in this case.

20 24. Our notice effort followed the guidance for how to satisfy due process obligations that 21 a notice expert gleans from the United States Supreme Court’s seminal decisions, which are: a) to 22 endeavor to actually inform the class, and b) to demonstrate that notice is reasonably calculated to 23 do so: 24 A. “But when notice is a person’s due, process which is a mere gesture is not due 25 process. The means employed must be such as one desirous of actually informing the 26 27

3 28 Federal Judicial Center, Judges’ Class Action Notice and Claims Process Checklist and Plain Language Guide (2010), p. 3. DECLARATION OF CAMERON R. AZARI, ESQ. ON IMPLEMENTATION OF SETTLEMENT NOTICE PROGRAM 6

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 8 of 37

1 absentee might reasonably adopt to accomplish it,” Mullane v. Central Hanover Trust, 339

2 U.S. 306, 315 (1950).

3 B. “[N]otice must be reasonably calculated, under all the circumstances, to apprise

4 interested parties of the pendency of the action and afford them an opportunity to present

5 their objections,” Eisen v. Carlisle & Jacquelin, 417 U.S. 156 (1974) citing Mullane at 314.

6 25. The Notice Program provided the best notice practicable under the circumstances of

7 this case, conformed to all aspects of Federal Rules of Civil Procedure 23, and comported with the th 8 guidance for effective notice articulated in the Manual for Complex Litigation 4 Ed.

9 26. The Notice Plan schedule afforded enough time to provide full and proper notice to

10 settlement Class Members before any opt-out and objection deadline.

11 I declare under penalty of perjury that the foregoing is true and correct. Executed

12 on March 1, 2021.

13 ______14 Cameron R. Azari, Esq.

15

16

17

18

19

20 21 22 23 24 25 26 27 28 DECLARATION OF CAMERON R. AZARI, ESQ. ON IMPLEMENTATION OF SETTLEMENT NOTICE PROGRAM 7

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 9 of 37

Attachment 1 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 10 of 37

1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 2

3 ) 4 RYAN RICHARDS, RUBA AYOUB, ) Case No. 4:19-cv-06864 BRANDY TERBAY AND TRACY ) 5 CUMMINGS, on behalf of themselves and ) all others similarly situated, ) 6 ) Plaintiffs, ) 7 ) 8 vs. ) ) 9 CHIME FINANCIAL, INC., GALILEO ) 10 FINANCIAL TECHNOLOGIES, INC., and ) THE BANCORP INC., ) 11 ) Defendants. ) 12 )

13 DECLARATION OF STEPHANIE J. FIERECK, ESQ. ON IMPLEMENTATION OF 14 CAFA NOTICE 15 I, STEPHANIE J. FIERECK, ESQ., hereby declare and state as follows: 16 1. My name is My name is Stephanie J. Fiereck, Esq. I am over the age of 21 and I 17 have personal knowledge of the matters set forth herein, and I believe them to be true and correct. 18 2. I am the Legal Notice Manager for Epiq Class Action & Claims Solutions, Inc. 19 (“Epiq”), a firm that specializes in designing, developing, analyzing and implementing large-scale, 20 un-biased, legal notification plans. 21 3. Epiq is a firm with more than 20 years of experience in claims processing and 22 settlement administration. Epiq’s class action case administration services include coordination of 23 all notice requirements, design of direct-mail notices, establishment of fulfillment services, receipt 24 and processing of opt-outs, coordination with the United States Postal Service, claims database 25 management, claim adjudication, funds management and distribution services. 26 4. The facts in this Declaration are based on what I personally know, as well as 27 information provided to me in the ordinary course of my business by my colleagues at Epiq. 28

DECLARATION OF STEPHANIE J. FIERECK, ESQ. ON IMPLEMENTATION OF CAFA NOTICE

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 11 of 37

1 CAFA NOTICE IMPLEMENTATION

2 5. At the direction of counsel for the Defendants Chime Financial, Inc., Galileo

3 Financial Technologies LLC (formerly known as Galileo Financial Technologies, Inc.), and The

4 Bancorp Inc., 59 officials, which included the Attorney General of the United States and the

5 Attorneys General of each of the 50 states, the District of Columbia and the United States

6 Territories, the Federal Reserve Bank of Philadelphia, and the Office of the State Bank

7 Commissioner for Delaware were identified to receive the CAFA notice.

8 6. Epiq maintains a list of these state and federal officials with contact information for

9 the purpose of providing CAFA notice. Prior to mailing, the names and addresses selected from

10 Epiq’s list were verified, then run through the Coding Accuracy Support System (“CASS”) 1 11 maintained by the United States Postal Service (“USPS”).

12 7. On August 17, 2020, Epiq sent 59 CAFA Notice Packages (“Notice”). The Notice

13 was mailed by certified mail to 56 officials, including the Attorneys General of each of the 50 states,

14 the District of Columbia and the United States Territories. The Notice was also sent by United

15 Parcel Service (“UPS”) to the Attorney General of the United States, the Federal Reserve Bank of

16 Philadelphia, and the Office of the State Bank Commissioner for Delaware. The CAFA Notice

17 Service List (USPS Certified Mail and UPS) is included hereto as Attachment 1. 18 8. The materials sent to the officials included a cover letter, which provided notice of 19 the proposed settlement of the above-captioned case. The cover letter is included hereto as 20 Attachment 2. 21 9. The cover letter was accompanied by a CD, which included the following:

22  Class Action Complaint and Civil Cover Sheet;

23  Plaintiffs’ Notice of Motion and Motion for Preliminary Approval of Class Action Settlement, with exhibits: 24 o Exhibit A – Stipulation of Agreement and Settlement and Release; 25

26 1 CASS improves the accuracy of carrier route, 5-digit ZIP®, ZIP + 4® and delivery point codes that 27 appear on mail pieces. The USPS makes this system available to mailing firms who want to improve the accuracy of postal codes, i.e., 5-digit ZIP®, ZIP + 4®, delivery point (DPCs), and carrier route codes that 28 appear on mail pieces.

DECLARATION OF STEPHANIE J. FIERECK, ESQ. ON IMPLEMENTATION OF CAFA NOTICE 2

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 12 of 37

1 (1) Exhibit 1 – Claim Form;

2 (2) Exhibit 2 – Email Notice;

3 (3) Exhibit 3 – Short Form Notice;

4 (4) Exhibit 4 – Long Form Notice;

5 (5) Exhibit 5 – [Proposed] Order Granting Motion for Preliminary Approval; 6 (6) Exhibit 6 – Declaration of Cameron R. Azari, Esq. on 7 Settlement Notice Program;

8 o Exhibit B – Declaration of John A. Yanchunis in Support of Plaintiffs’ Motion for Preliminary Approval of Class Action 9 Settlement, with Exhibit 1; and

10  List of Class Members and Class Member Geographic Report.

11 I declare under penalty of perjury that the foregoing is true and correct. Executed on

12 November 18, 2020.

13

14

15 Stephanie J. Fiereck, Esq.

16

17 18 19 20 21 22 23 24 25 26 27 28

DECLARATION OF STEPHANIE J. FIERECK, ESQ. ON IMPLEMENTATION OF CAFA NOTICE 3

Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 13 of 37

Attachment 1 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 14 of 37 CAFA Notice Service List USPS Certified Mail

Company FullName Address1 Address2 City State Zip Office of the Attorney General Kevin G Clarkson PO Box 110300 Juneau AK 99811 Office of the Attorney General Steve Marshall 501 Washington Ave Montgomery AL 36130 Office of the Attorney General Leslie Carol Rutledge 323 Center St Suite 200 Little Rock AR 72201 Office of the Attorney General Mark Brnovich 2005 N Central Ave Phoenix AZ 85004 Office of the Attorney General CAFA Coordinator Consumer Law Section 455 Golden Gate Ave Ste 11000 San Francisco CA 94102 Office of the Attorney General Phil Weiser Ralph L Carr Colorado Judicial Center 1300 Broadway 10th Fl Denver CO 80203 Office of the Attorney General William Tong 55 Elm St Hartford CT 06106 Office of the Attorney General Karl A. Racine 441 4th St NW Suite 1100 South Washington DC 20001 Office of the Attorney General Kathy Jennings Carvel State Office Bldg 820 N French St Wilmington DE 19801 Office of the Attorney General Ashley Moody State of Florida The Capitol PL-01 Tallahassee FL 32399 Office of the Attorney General Chris Carr 40 Capitol Square SW Atlanta GA 30334 Department of the Attorney General Clare E. Connors 425 Queen St Honolulu HI 96813 Iowa Attorney General Thomas J Miller 1305 E Walnut St Des Moines IA 50319 Office of the Attorney General Lawrence G Wasden 700 W Jefferson St Ste 210 PO Box 83720 Boise ID 83720 Office of the Attorney General Kwame Raoul 100 W Randolph St Chicago IL 60601 Indiana Attorney General's Office Curtis T Hill Jr Indiana Government Center South 302 W Washington St 5th Fl Indianapolis IN 46204 Office of the Attorney General Derek Schmidt 120 SW 10th Ave 2nd Fl Topeka KS 66612 Office of the Attorney General Daniel Cameron 700 Capitol Avenue Suite 118 Frankfort KY 40601 Office of the Attorney General Jeff Landry PO Box 94005 Baton Rouge LA 70804 Office of the Attorney General Maura Healey 1 Ashburton Pl Boston MA 02108 Office of the Attorney General Brian E. Frosh 200 St Paul Pl Baltimore MD 21202 Office of the Attorney General Aaron Frey 6 State House Station Augusta ME 04333 Department of Attorney General Dana Nessel PO Box 30212 Lansing MI 48909 Office of the Attorney General Keith Ellison 445 Minnesota St Suite 1400 St Paul MN 55101 Missouri Attorney General's Office Eric Schmitt 207 West High Street PO Box 899 Jefferson City MO 65102 MS Attorney General's Office Lynn Fitch Walter Sillers Bldg 550 High St Ste 1200 Jackson MS 39201 Office of the Attorney General Tim Fox Department of Justice PO Box 201401 Helena MT 59620 Attorney General's Office Josh Stein 9001 Mail Service Ctr Raleigh NC 27699 Office of the Attorney General Wayne Stenehjem State Capitol 600 E Boulevard Ave Dept 125 Bismarck ND 58505 Nebraska Attorney General Doug Peterson 2115 State Capitol PO Box 98920 Lincoln NE 68509 Office of the Attorney General Gordon MacDonald NH Department of Justice 33 Capitol St Concord NH 03301 Office of the Attorney General Gurbir S Grewal 25 Market Street P.O. Box 080 Trenton NJ 08625 Office of the Attorney General Hector Balderas 408 Galisteo St Villagra Bldg Santa Fe NM 87501 Office of the Attorney General Aaron Ford 100 N Carson St Carson City NV 89701 Office of the Attorney General Letitia James The Capitol Albany NY 12224 Office of the Attorney General Dave Yost 30 East Broad Street 14th Floor Columbus OH 43215 Office of the Attorney General Mike Hunter 313 NE 21st St Oklahoma City OK 73105 Office of the Attorney General Ellen F Rosenblum Oregon Department of Justice 1162 Court St NE Salem OR 97301 Office of the Attorney General Josh Shapiro 16th Fl Strawberry Square Harrisburg PA 17120 Office of the Attorney General Peter F Neronha 150 S Main St Providence RI 02903 Office of the Attorney General Alan Wilson PO Box 11549 Columbia SC 29211 Office of the Attorney General Jason Ravnsborg 1302 E Hwy 14 Ste 1 Pierre SD 57501 Office of the Attorney General Herbert H. Slatery III PO Box 20207 Nashville TN 37202 Office of the Attorney General Ken Paxton 300 W 15th St Austin TX 78701 Office of the Attorney General Sean D. Reyes PO Box 142320 Salt Lake City UT 84114 Office of the Attorney General Mark R. Herring 202 North Ninth Street Richmond VA 23219 Office of the Attorney General TJ Donovan 109 State St Montpelier VT 05609 Office of the Attorney General Bob Ferguson 800 Fifth Avenue Suite 2000 Seattle WA 98104 Office of the Attorney General Josh Kaul PO Box 7857 Madison WI 53707 Office of the Attorney General Patrick Morrisey State Capitol Complex Bldg 1 Room E 26 Charleston WV 25305 Office of the Attorney General Bridget Hill 2320 Capitol Avenue Cheyenne WY 82002 Department of Legal Affairs Mitzie Jessop Taase Executive Office Building 3rd Floor PO Box 7 Utulei AS 96799 Attorney General Office of Guam Leevin T Camacho Administration Division 590 S Marine Corps Dr Ste 901 Tamuning GU 96913 Office of the Attorney General Edward Manibusan Administration Bldg PO Box 10007 Saipan MP 96950 PR Department of Justice Dennise N. Longo Quinones PO Box 9020192 San Juan PR 00902 Department of Justice Denise N. George 34-38 Kronprindsens Gade GERS Bldg 2nd Fl St Thomas VI 00802 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 15 of 37 CAFA Notice Service List UPS

Company FullName Address1 Address2 City State Zip US Department of Justice William Barr 950 Pennsylvania Ave NW Washington DC 20530 Federal Reserve Bank of Philadelphia William T. Wisser Vice President Ten Independence Mall Philadelphia PA 19106 Office of the State Bank Commissioner Robert A. Glen State Bank Commissioner 1110 Forrest Avenue Dover Dover DE 19904 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 16 of 37

Attachment 2 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 17 of 37

NOTICE ADMINISTRATOR HILSOFT NOTIFICATIONS 10300 SW Allen Blvd Beaverton, OR 97005 P 503-350-5800 [email protected] August 17, 2020

VIA UPS OR USPS CERTIFIED MAIL

Class Action Fairness Act – Notice to Federal and State Officials

Dear Sir or Madam:

Pursuant to the “Class Action Fairness Act,” (“CAFA”), 28 U.S.C. §1715, please find enclosed information from Defendants Chime Financial, Inc., Galileo Financial Technologies, Inc., and The Bancorp Inc. relating to the proposed settlement of a class action lawsuit.

 Case: Richards et al. v. Chime Financial, Inc. et al., Case No. 4:19-cv-06864.

 Court: United States District Court, Northern District of California.

 Defendants: Chime Financial, Inc., Galileo Financial Technologies LLC (formerly known as Galileo Financial Technologies, Inc.), and The Bancorp Inc.

 Judicial Hearing Scheduled: the Preliminary Approval Hearing is set for 9/24/2020 at 2:00 PM in Oakland, Courtroom 2, 4th Floor before Judge Haywood S Gilliam Jr. At this time, a Final Approval Hearing has not been scheduled by the Court. At the time of the hearing, these matters may be continued without further notice.

 Documents Enclosed: Copies of the following documents are contained on the enclosed CD: 1. Class Action Complaint and Civil Cover Sheet; 2. Plaintiffs’ Notice of Motion and Motion for Preliminary Approval of Class Action Settlement, with exhibits: . Exhibit A – Stipulation of Agreement and Settlement and Release;  Exhibit 1 – Claim Form;  Exhibit 2 – Email Notice;  Exhibit 3 – Short Form Notice;  Exhibit 4 – Long Form Notice;  Exhibit 5 – [Proposed] Order Granting Motion for Preliminary Approval;  Exhibit 6 – Declaration of Cameron R. Azari, Esq. on Settlement Notice Program; . Exhibit B – Declaration of John A. Yanchunis in Support of Plaintiffs’ Motion for Preliminary Approval of Class Action Settlement, with Exhibit 1; and 3. List of Class Members and Class Member Geographic Report. Very truly yours,

Notice Administrator Enclosures Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 18 of 37

Attachment 2 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 19 of 37

From: Richards v Chime Financial Settlement Sent: Wednesday, February 10, 2021 6:31 AM To: Subject: Reminder Notice of Class Action Settlement Approaching Claims Deadline

CAUTION: This email originated from outside of Epiq. Do not click links or open attachments unless you recognize the sender and know the content is safe. Report phishing by using the phish alert button or forward to [email protected].

ATTENTION: Unique ID:

REMINDER NOTICE: We are sending you this reminder email because our records indicate you have not yet filed a Claim to receive a cash payment in the Settlement of the class action lawsuit Richards et al. v. Chime Financial, Inc., Case No. 4:19‐cv‐06864 (N.D. Cal.). We earlier sent you the Notice below. The deadline to opt‐out or object has now passed, but you may still file a Claim. THE DEADLINE TO FILE A CLAIM IS FEBRUARY 15, 2021.

IF YOU WERE A CHIME FINANCIAL, INC. ACCOUNTHOLDER BETWEEN OCTOBER 16, 2019, AND OCTOBER 19, 2019, A CLASS ACTION SETTLEMENT MAY AFFECT YOUR RIGHTS.

For complete information, visit www.RichardsServiceDisruptionClassAction.com or call (855) 917‐3581.

A Federal Court authorized this Notice. You are not being sued. This is not a solicitation from a lawyer.

Si desea recibir una notificación en español, visite nuestro sitio web www.RichardsServiceDisruptionClassAction.com.

A Settlement has been reached in a class action lawsuit against Chime Financial, Inc. (“Chime”), The Bancorp Inc., and Galileo Financial Technologies LLC (formerly known as Galileo Financial Technologies, Inc.) (collectively, “Defendants”). The lawsuit concerns Chime deposit accounts and the intermittent disruption in service that some accountholders experienced for portions of a period of time between October 16, 2019, and October 19, 2019, (the “Service Disruption”). Defendants deny that they are or can be held liable for the claims made in the lawsuit. The Settlement does not establish who is correct, but rather is a compromise to end the lawsuit. The lawsuit is called Richards, et al. v Chime Financial, Inc., Case No. 4:19‐cv‐06864 (N.D. Cal.), and is pending in the U.S. District Court for the Northern District of California.

Who Is in the Settlement Class?

Defendants’ records show you may be a Member of the Settlement Class. Members of the Settlement Class are all consumers who attempted to and were unable to access or utilize the functions of their accounts with Chime, as confirmed by a failed transaction or a locked card as recorded in Chime’s business records, beginning on October 16, 2019, through October 19, 2019, as a result of the Service Disruption. Eligible Settlement Class Members will be emailed notice of their eligibility, and Settlement Class membership will be verified against that emailed list. The Settlement Class does not include (a) any Judge or Magistrate presiding over this Action and members of their immediate families; (b) Defendants, Defendants’ subsidiaries, parent companies, successors, predecessors, and any entity in which Defendants have a controlling interest, and any of their current or former officers, directors, employees, representatives, managers, members, and any other Person acting for or on behalf of Defendants; (c) Persons who properly execute and file a timely request for exclusion from the Settlement Class; and (d) Persons who have been

1 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 20 of 37 separately represented by counsel for matters of, and have settled, claims related to the Service Disruption with any of Defendants.

What Can I Get Out of the Settlement?

If you’re an eligible Settlement Class Member and the Court approves the Settlement, you can receive a cash payment to compensate you for any losses you incurred during the Service Disruption, as follows.

 Tier One: Settlement Class Members who attempted to and were unable to access their accounts or spend their account funds between October 16, 2019, and October 19, 2019, and who claim they suffered a financial or other loss as a result of the Service Disruption but do not have or do not wish to provide Reasonable Documentation of losses, as defined in the Settlement Agreement (including receipts, account statements, letters or records from employers confirming payments or losses, and letters from landlords confirming payments or losses), will be eligible for a payment of up to twenty‐five dollars ($25.00). Payments will be reduced by amounts you already received from Chime for the Service Disruption. If the total amount of timely, valid Claims exceeds four million dollars ($4,000,000.00), then each valid Claim shall be reduced depending on the number of valid Claims submitted by the Settlement Class. Subject to the Terms of the Agreement, if the amount of valid Claims is less than four million dollars ($4,000,000.00), Defendants will not be obligated to make these funds available and shall keep these funds, (“Tier 1 Residue”), except to the extent that such funds are necessary to fully or partially satisfy Tier 2 Claims, as described below. For additional information, please see the Settlement Agreement. Claims will be subject to a verification process. The Settlement Administrator will post additional information about the payment amount on www.RichardsServiceDisruptionClassAction.com if necessary.

 Tier Two: Settlement Class Members who attempted to and were unable to access their accounts or to spend their account funds between October 16, 2019, and October 19, 2019, and who suffered a financial or other loss as a result of the Service Disruption and provide Reasonable Documentation of losses, will be eligible for a payment of up to seven hundred and fifty dollars ($750.00). Payments will be reduced by amounts you already received from Chime for the Service Disruption. If the total amount of timely, valid, documented Claims exceeds one and one half million dollars ($1,500,000.00), plus the Tier 1 Residue, if any, then each valid, documented Claim shall be reduced depending on the number of valid Claims submitted by the Settlement Class. If the amount of valid Claims is less than one and one‐half million dollars ($1,500,000.00), Defendants will not be obligated to make these funds available and shall keep these funds. For additional information, please see the Settlement Agreement. Claims will be subject to a verification process. The Settlement Administrator will post additional information about the payment amount on www.RichardsServiceDisruptionClassAction.com if necessary.

 Election of Reimbursement Method: Settlement Class Members may elect to obtain cash reimbursement without documentation or with documentation, as detailed above, but may not obtain cash reimbursement for both categories.

 Minimum Payment: Defendants will pay a minimum of one and one‐half million dollars ($1,500,000.00) for the tiered Claims for financial or other losses detailed above. If the Claims submitted for financial or other losses do not equal or exceed the minimum of one and one‐half million dollars ($1,500,000.00), the difference will be donated by Defendants to the East Bay Community Law Center as approved and directed by the Court.

 This Settlement includes additional benefits that Defendants have already provided to Settlement Class Members. These benefits include a ten dollar ($10.00) credit to Settlement Class Members with an active Chime Account issued on or about November 14, 2019, and a credit to Settlement Class Members with an active Chime account who incurred certain transaction fees during the Service Disruption to cover those fees.

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For more information on the previously provided benefits, please visit www.RichardsServiceDisruptionClassAction.com

How Do I Get My Payment?

Once the Settlement is approved, if you want to receive a separate payment for losses as a result of the Service Disruption, you must fill out and submit a timely, valid Claim Form. Just complete and submit the Claim Form online here. Claims will be subject to a verification process as described in the Settlement Agreement. You can also download the Claim Form here, or call or write to the Settlement Administrator to request a paper copy of the Claim Form. All Claim Forms must be received online or postmarked no later than February 15, 2021.

Call Toll‐Free: (855) 917‐3581 Mail: Richards v Chime Financial Settlement Administrator P.O. Box 6006 Portland, OR 97228‐6006

What Are My Options?

You can do nothing, submit a Claim Form, comment on or object to any of the Settlement terms, or exclude yourself from the Settlement. If you do nothing, submit a Claim Form, or object, you won’t be able to take action against any of the Defendants with respect to the claims addressed in the Settlement, and you will be bound by the Settlement’s release. If you exclude yourself, you won’t get a payment, but you’ll keep your right to take action against Defendants with respect to the issues in the case. You may download an exclusion form at www.RichardsServiceDisruptionClassAction.com. You must submit your written exclusion request to the Settlement Administrator at Richards v Chime Financial Settlement Administrator, P.O. Box 6006, Portland, OR 97228‐6006.You can also object to the Settlement if you disagree with any of its terms. Objections must be mailed to the Court (please see Question 18 of the Long Form Notice). All Requests for Exclusion and Objections must be received by February 1, 2021.

What Claims Do I Give Up by Participating in This Settlement?

If you do not exclude yourself from the Settlement, you will not be able to sue any of the Defendants about the issues in this case, you will be bound by the Settlement’s release, and you will be bound by all decisions made by the Court in this case. The specific claims you are giving up, and the people you will not be able to sue, are described in Section IX of the Settlement Agreement. You can read the Settlement Agreement at www.RichardsServiceDisruptionClassAction.com.

Do I Have a Lawyer?

Yes. The Court has appointed John A. Yanchunis Sr. of Morgan & Morgan as “Lead Counsel” and Patrick A. Barthle II of Morgan & Morgan and Joshua H. Watson of Clayeo C. Arnold, APC as “Class Counsel.” The lawyers will file a motion seeking Court approval for the payment of their attorneys’ fees, costs, and expenses, to be paid separately from the monetary relief being made available for Approved Claims, in an amount no greater than seven hundred and fifty thousand dollars ($750,000.00). The Court has also chosen Plaintiffs Ryan Richards, Ruba Ayoub, Brandy Terbay, and Tracy Cummings to serve as the Class Representatives—Settlement Class Members like you—to represent the Settlement Class. The Class Representatives will also request Service Award payments in the amount of five hundred dollars ($500.00) each. You can hire your own lawyer, but you’ll need to pay your own legal fees.

When Will the Court Approve the Settlement?

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The Court will hold a Final Approval Hearing on April 1, 2021, at the United States Courthouse, Courtroom 2, 4th Floor, 1301 Clay Street, Oakland, CA 94612. The Court will hear objections, determine if the Settlement is fair, and consider Class Counsel’s request for fees, costs, and expenses and a Service Award to each of the Class Representatives. You may appear at the hearing, but you are not required to attend. You may also hire your own attorney, at your own expense, to appear or speak for you at the hearing. These requests will be posted on the Settlement Website by January 6, 2021.

For more information, visit the Settlement Website www.RichardsServiceDisruptionClassAction.com, call the toll‐ free information line (855) 917‐3581, or write to the Settlement Administrator at the following address:

Richards v Chime Financial Settlement Administrator P.O. Box 6006 Portland, OR 97228‐6006

Please note: this email message was sent from a notification‐only address that cannot accept incoming email. Please do not reply to this message.

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Attachment 3 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 24 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 25 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 26 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 27 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 28 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 29 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 30 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 31 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 32 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 33 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 34 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 35 of 37 Case 4:19-cv-06864-HSG Document 52-1 Filed 03/01/21 Page 36 of 37

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Richards v Chime Financial Settlement Exclusion Request Report

Fairness Hearing Date: 04/1/2021

First Name Last Name Postmark Date Class Member? Robert Waters December 7, 2020 Yes Quante Hadnot December 7, 2020 Yes Marina Oster December 15, 2021 Yes Ricardo LaCroix February 1, 2021 Yes Renasha Handy January 29, 2021 Yes Tiffany Rivera February 16, 2021 Yes Case 4:19-cv-06864-HSG Document 52-2 Filed 03/01/21 Page 1 of 17 Case 4:19-cv-06864-HSG Document 52-2 Filed 03/01/21 Page 2 of 17

1

2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT

9 NORTHERN DISTRICT OF CALIFORNIA 10 OAKLAND DIVISION 11 RYAN RICHARDS, RUBA AYOUB, Case No. 4:19-cv-06864-HSG 12 BRANDY TERBAY AND TRACY CUMMINGS, on behalf of themselves and [PROPOSED] ORDER GRANTING 13 all others similarly situated, MOTION FOR FINAL APPROVAL, AWARDING REASONABLE 14 Plaintiffs, ATTORNEYS’ FEES, COSTS AND SERVICE AWARDS; AND ENTERING 15 vs. FINAL JUDGMENT

16 CHIME FINANCIAL, INC., GALILEO Judge: Hon. Haywood S. Gilliam, Jr. FINANCIAL TECHNOLOGIES, INC., and Complaint Filed: October 22, 2019 17 THE BANCORP INC., 18 Defendants.

19 20 21 22 23

24 25 26 27 28 [PROPOSED] ORDER GRANTING MOTION Case No. 4:19-cv-06864-HSG FOR FINAL APPROVAL

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1 This matter is before the Court on Plaintiffs’ Motion for Final Approval of Class Action

2 Settlement, and Plaintiffs’ Motion for Attorneys’ Fees, Costs, and Expenses, and Service Awards. 3 Plaintiffs, individually and on behalf of the proposed settlement class, and Defendants have entered 4 into an Amended Stipulation of Agreement and Settlement and Release (“Settlement Agreement”) 5 that settles the above-captioned litigation. Having considered the motions, the Settlement 6 Agreement together with all exhibits and attachments thereto, the record, and the briefs and oral 7 argument in this matter, IT IS HEREBY ORDERED as follows: 8 1. Unless otherwise defined herein, all terms that are capitalized herein shall have the

9 same meaning ascribed to those terms in the Settlement Agreement. 10 2. The Court has jurisdiction over this litigation, Plaintiffs, Defendants, and 11 Settlement Class Members, and any party to any agreement that is part of or related to the 12 Settlement Agreement. 13 BACKGROUND 14 3. This Action was brought by Plaintiffs, individually and on behalf of a class of 15 similarly situated customers, against Defendants Chime Financial, Inc. (“Chime”), The Bancorp

16 Inc. (“Bancorp”), and Galileo Financial Technologies, LLC (formerly known as Galileo 17 Technologies, Inc.) (“Galileo”) (collectively, “Defendants”), arising from an intermittent 18 disruption in service for portions of the period of time between October 16, 2019 and October 19, 19 2019 (the “Service Disruption”). 20 4. From October 16, 2019 to October 19, 2019, certain Chime accountholders 21 experienced intermittent disruptions in service. For example, for approximately four and a half 22 non-consecutive hours during the Service Disruption, card purchases for certain members were 23 unavailable; and for approximately 60 hours, certain members could not transfer money from their

24 Chime accounts. These issues were intermittent during the Service Disruption period and did not 25 impact all Chime customers. Rather, in connection with the Action and the Settlement, Defendants 26 have identified approximately 528,000 accountholders that had an account open with Chime 27 during the Service Disruption who experienced a transaction failure or had an account or card

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1 locked during the Service Disruption.

2 5. Plaintiffs initially filed this action on October 22, 2019. See Dkt. No. 1. The parties 3 thereafter stipulated to pursue early dispute resolution (Dkt. No. 11) and engaged in settlement 4 conferences with Magistrate Judge Laurel Beeler. See Dkt. No. 28. On February 6, 2020, the 5 parties attended an initial settlement conference with Judge Beeler. See id. Following the 6 conference, the parties exchanged settlement proposals and discussed resolution of this action. See 7 Dkt. No. 40-8, Ex. B at ¶¶ 18–19. On March 20, 2020, the Court granted the parties’ request to 8 stay the matter while they continued their settlement negotiations. See Dkt. No. 31. On May 7,

9 2020, the parties attended an additional settlement conference before Judge Beeler. See Dkt. No. 10 35. On May 12, 2020, with Judge Beeler’s assistance, the parties reached an agreement in principle. 11 See Dkt. No. 40-8, Ex. B at ¶ 19. The parties entered into a written settlement agreement in early 12 August 2020. See Dkt. No. 40-1, Ex. A. Plaintiffs then filed the unopposed motion for preliminary 13 settlement approval on August 7, 2020. See Dkt. No. 40. 14 6. On September 24, 2020, the Court held a hearing on the motion. See Dkt. No. 44. 15 At the hearing, the Court raised minor points for clarification about the Settlement, specifically,

16 the Court requested the Parties consider: (1) whether the additional language in Section IX 17 Paragraph 2 of the settlement agreement regarding the scope of the release should be removed as 18 redundant or clarified so as to avoid confusion, and (2) whether the language requiring objectors 19 to include the number of times the objector or his or her counsel has objected to a class action in 20 Section VII Paragraph 4 should be removed as to the amended settlement agreement. Id. 21 7. In response, the Parties met, discussed, and agreed to an Amended Stipulation of 22 Agreement and Settlement and Release, which was filed on October 8, 2020. Dkt. No. 45-4, Ex. 4 23 (“SA”). The Amended Settlement Agreement simplified the objection process and clarified the

24 release language as suggested by the Court. See, e.g., Dkt. No. 45-1, Exh. 1, at 15, 17. On October 25 28, 2020, the Court preliminarily approved the settlement. Dkt. No. 46. 26 8. In accord with the Court’s Scheduling Order regarding the Settlement, (Dkt. No. 27 48), Plaintiffs filed their Motion for Attorneys’ Fees, Costs, and Expenses, and Service Awards

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1 (“Motion for Fees”) on December 30, 2020, (Dkt. No. 49), and their Motion for Final Approval

2 on March 1, 2021, (Dkt. No. __). 3 SETTLEMENT AGREEMENT 4 9. The key terms of the parties’ Settlement are as follows: 5 Class Definition: The Settlement Class is defined as:

6 All consumers who attempted to and were unable to access or utilize 7 the functions of their accounts with Chime, as confirmed by a failed transaction or a locked card as recorded in Chime’s business 8 records, beginning on October 16, 2019 through October 19, 2019, as a result of the Service Disruption. 9 SA at ¶ III.1. 10 Settlement Benefits: 11 The parties have agreed to monetary relief that incorporates an offset for credits that Chime 12 already provided to the accounts of active customers because of the outage: 13 • Approximately a month after the outage, Chime credited $10 to the accounts of all 14 impacted customers as a “courtesy payment” because of the outage. SA at ¶ IV.1.a. 15 • Chime also credited the accounts of those customers who incurred “certain 16 transaction fees” during the outage to cover those fees as a “transaction credit.” Id. 17 at ¶ IV.1.b. 18 The parties agree that these courtesy payments and transaction credits total $5,960,563 already 19 paid to impacted Chime account holders due to the outage. Id. at ¶ IV.1.c. Defendants also concede 20 that this litigation was “a motivation” for making these payments. SA at ¶ X.3. Pursuant to the 21 settlement agreement, Defendants have agreed to further compensate settlement class members 22 who submit verified claims under a two-tier system: 23 • Tier 1: Class members who claim they suffered loss due to the outage, but who do 24 not have or do not wish to provide documentation to substantiate their loss will be 25 entitled to up to $25 for verified claims. See id. at ¶ IV.2. Defendants’ aggregate 26 total potential payment under Tier 1 is $4 million. See id. at ¶ IV.2.c. If the amount 27 of verified claims under Tier 1 is less than $4 million, Defendants will retain any 28

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1 unclaimed amount, except to the extent that such funds are necessary to fully or

2 partially satisfy Tier 2 claims. Id. 3 • Tier 2: Class members who claim they suffered loss due to the outage and have 4 “reasonable documentation” to substantiate their loss will be entitled to up to $750, 5 but not more than their verified loss. See id. at ¶ IV.3. Those who fail to provide 6 documentation will be considered under Tier 1. Defendants’ aggregate total 7 potential payment under Tier 2 is $1.5 million, plus any residual money unclaimed 8 under Tier 1. See id. at ¶ IV.6.d. If the amount of verified claims under Tier 2 is

9 less than $1.5 million, Defendants will retain any unclaimed amount. 10 10. All claims under both Tiers will be verified using a two-step system. See id. at ¶ 11 IV.6.b. Under both Tiers, putative class members needed to submit a brief explanation, under 12 penalty of perjury, as to how the outage caused them loss and what amount of loss they purport to 13 have suffered. See id. Those submitting claims under Tier 2 were also required to submit 14 reasonable documentation to support their claims. Id. at ¶ IV.6.c. Defendants and the Settlement 15 Administrator may then confirm through Chime’s business records that the putative class member

16 (a) held a Chime account at the time; and (b) either attempted a financial transaction that failed or 17 had their card locked as a result of the outage. Id. at ¶ IV.6.b. 18 11. And under the settlement agreement, “[a]ny prior money received by a Settlement 19 Class Member from Chime in connection with the Service Disruption will be offset against” the 20 payment. See id. at ¶¶ IV.3.a, IV.3.b. Thus, any verified claims under Tier 1 and Tier 2 will be 21 reduced by the amount the class member already received as a (1) courtesy payment; or (2) 22 transaction credit. See id. At a minimum, however, Defendants will pay $1.5 million under the 23 settlement agreement. See id. at ¶ IV.5.

24 12. Cy Pres Distribution: If the claim payments under Tiers 1 and 2 do not reach the 25 $1.5 million minimum under the settlement agreement, Defendants will distribute funds to reach 26 this minimum to the East Bay Community Law Center as the cy pres recipient. See SA at ¶ IV.5. 27 Defendants will, however, keep any money available for settlement but unclaimed above this $1.5

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1 million threshold. Id.

2 13. Release: All settlement class members will release:

3 [A]ny and all claims, demands, rights, actions or causes of action, 4 liabilities, damages, losses, obligations, judgments, suits, penalties, remedies, matters and issues of any kind or nature whatsoever, 5 whether known or unknown, contingent or absolute, existing or potential, suspected or unsuspected, disclosed or undisclosed, 6 matured or unmatured, liquidated or unliquidated, legal, statutory or equitable, that have been or could have been asserted, or in the future 7 might be asserted, in the Actions or in any court, tribunal or 8 proceeding by or on behalf of the Named Plaintiffs, any and all of the members of the Settlement Class, and their respective present or 9 past heirs, spouses, executors, estates, administrators, predecessors, successors, assigns, parents, subsidiaries, associates, affiliates, 10 employers, employees, agents, consultants, independent 11 contractors, insurers, directors, managing directors, officers, partners, principals, members, attorneys, accountants, financial and 12 other advisors, investment bankers, underwriters, lenders, and any other representatives of any of these Persons, whether individual, 13 class, direct, representative, legal, equitable or any other type or in any other capacity whether based on federal, state, local, statutory 14 or common law or any other law, rule or regulation, including the 15 law of any jurisdiction outside the United States, against any or all of the Released Parties, which the Named Plaintiffs or any member 16 of the Settlement Class ever had, now has, or hereinafter may have, by reason of, resulting from, arising out of, relating to, or in 17 connection with, the allegations, facts, events, transactions, acts, occurrences, statements, representations, omissions, or any other 18 matter, thing or cause whatsoever, or any series thereof, embraced, 19 involved, set forth or otherwise related to the alleged claims or events in the Action or the Service Disruption, including, but not 20 limited to, use by a class member of their Chime Account up to and extending through the Service Disruption. 21 SA at ¶ II.20. In addition, class members: 22 waive any rights they may have under California Civil Code Section 23 1542, Section 20-7-11 of the South Dakota Codified Laws, and any 24 other similar law, each of which provides that a general release does not extend to claims which the creditor does not know or suspect to 25 exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor, 26 and a waiver of any similar, comparable, or equivalent provisions, statute, regulation, rule, or principle of law or equity of any other 27 state or applicable jurisdiction. 28

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1 Id. at ¶ IX.4.

2 CERTIFICATION OF SETTLEMENT CLASS 3 14. Pursuant to Federal Rule of Civil Procedure 23, the Court certifies, for settlement 4 purposes only, the Settlement Class defined as follows: 5 All consumers who attempted to and were unable to access or utilize the functions 6 of their accounts with Chime, as confirmed by a failed transaction or a locked card 7 as recorded in Chime’s business records, beginning on October 16, 2019 through 8 October 19, 2019, as a result of the Service Disruption.

9 Excluded from the Settlement Class are the Court, the officers and directors of Defendants, persons 10 who have been separately represented by an attorney and entered into a separate settlement 11 agreement in connection with the Service Disruption, and persons who timely and validly request 12 exclusion from the Settlement Class. The Settlement Class is comprised of approximately 528,000 13 individuals as identified in Chime’s business records. This list of approximately 528,000 14 individuals was used for the notice to the Settlement Class and will act to further define the 15 Settlement Class and as part of the validation process for claims.

16 15. The Court reaffirms, and incorporates by this reference, its previous finding that 17 this Action is properly maintained as a class action, for settlement purposes only, pursuant to 18 Federal Rules of Civil Procedure 23(a), 23(b)(3), and 23(e). The Court finds that the Settlement 19 Class satisfies the requirements of Federal Rule of Civil Procedure 23(a): the Settlement Class is 20 numerous; there are questions of law or fact common to the Settlement Class; the Settlement Class 21 Representatives’ claims are typical of those of Settlement Class Members; and the Settlement 22 Class Representatives and Class Counsel will fairly and adequately protect the interests of the 23 Settlement Class.

24 16. The Court finds that the Settlement Class satisfies the requirements of Federal Rule 25 of Civil Procedure 23(b)(3): the questions of law or fact common to the Settlement Class 26 predominate over individual questions, class action litigation is superior to other available methods 27

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1 for the fair and efficient adjudication of this controversy, and Defendants have acted or refused to

2 act on grounds that apply generally to the Settlement Class. 3 17. The Court hereby appoints as Settlement Class Representatives: Ryan Richards, 4 Ruba Ayoub, Brandy Terbay and Tracy Cummings. 5 18. The Court hereby appoints: 6 a. Lead Settlement Class Counsel: John Yanchunis of Morgan & Morgan 7 Complex Litigation Group 8 b. Class Counsel: Patrick A. Barthle II of Morgan & Morgan and Joshua H.

9 Watson of Clayeo C. Arnold, APC. 10 FINAL APPROVAL 11 19. Rule 23(e) requires judicial approval of the compromise of claims brought on a 12 class basis. Amended Rule 23(e) standardizes the factors governing final approval, stating that 13 approval is proper upon a finding that the settlement is “fair, reasonable, and adequate” after 14 considering whether: 15 (A) the class representatives and class counsel have adequately represented the class;

16 (B) the proposal was negotiated at arm’s length; 17 (C) the relief provided for the class is adequate, taking into account: 18 (i) the costs, risks, and delay of trial and appeal; 19 (ii) the effectiveness of any proposed method of distributing relief to the class, 20 including the method of processing class-member claims; 21 (iii) the terms of any proposed award of attorney’s fees, including timing of 22 payment; and 23 (iv) any agreement required to be identified under Rule 23(e)(3); and

24 (D) the proposal treats class members equitably relative to each other. 25 Fed. R. Civ. P. 23(e). 26 20. The Court reaffirms, and incorporates by this reference, its previous finding that 27 the Settlement is fair, reasonable, and adequate under Rule 23. The Court has reviewed the terms

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1 of the proposed Settlement Agreement, the exhibits and attachments thereto, Plaintiffs’ motion

2 papers and briefs, and the declarations of counsel. Based on its review of these papers, the Court 3 finds that the Settlement Agreement appears to be the result of serious, informed, non-collusive 4 negotiations conducted at arms-length between Plaintiffs’ Counsel and Defendants’ Counsel and 5 overseen by an experienced neutral in Magistrate Judge Beeler. The terms of the Settlement 6 Agreement do not improperly grant preferential treatment to any individual or segment of the 7 Settlement Class, and are fair, reasonable, and adequate considering the costs, risks, and delay of 8 trial and appeal.

9 21. The Court therefore GRANTS final approval of the Settlement Agreement and all 10 of the terms and conditions contained therein, including the releases. 11 NOTICE & ADMINISTRATION 12 22. The Court reaffirms and finally appoints Epiq Class Action and Claims Solutions, 13 Inc. (“Epiq”) as the Settlement Administrator to fulfill the duties of the Settlement Administration 14 set forth in the Settlement Agreement. 15 23. The Court finds that the Notice and Notice Plan set forth in the Settlement

16 Agreement and as implemented by the Settlement Administrator satisfied the requirements of due 17 process and Federal Rule of Civil Procedure 23, and provided the best notice practicable under the 18 circumstances. The Notice and Notice Plan were reasonably calculated to apprise Settlement Class 19 Members of the nature of this litigation, the scope of the Settlement Class, the terms of the 20 Settlement Agreement, the right of Settlement Class Members to object to the Settlement 21 Agreement or exclude themselves from the Settlement Class and the process for doing so, and of 22 the Final Approval Hearing. 23 EXCLUSIONS AND OBJECTIONS

24 24. The Court has reviewed the list of Settlement Class Members requesting exclusion. 25 Dkt. No. __. All six of these individuals timely requested exclusion and, therefore, the Court 26 excludes these individuals from the Settlement and all relief provided therein, including any 27 release.

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1 25. All Settlement Class Members who did not opt out and exclude themselves are

2 bound by the terms of the Settlement Agreement upon entry of this Final Approval Order and 3 Judgment. 4 26. The Court has reviewed the objection of Patricia Sweeney. Dkt. No. 51. Ms. 5 Sweeney objects solely to the amount of attorneys’ fees, costs, and expenses, arguing that because 6 compensation paid under Tiers 1 and 2 is contingent upon the amount claimed within those Tiers, 7 with funds potentially reverting to Defendants if the full amounts under the Tiers are not claimed, 8 attorney’s fees could be disproportionate, amounting to “around 37% of the actual amount brought

9 to the class members.” Dkt. No. 51 at 2. As explained further below regarding Plaintiffs’ Motion 10 for Fees, Ms. Sweeney’s objection ignores the constructive common fund method, including the 11 amounts already provided to Class Members without the need for filing any claim. Plaintiffs’ fee, 12 cost, and expense request of $750,000 represents just 6% of the total amount made available by 13 the Settlement, and only 9.7% of the minimum amount Defendants are required to pay under the 14 agreement—an eminently reasonable request considering the 25% benchmark in this Circuit. 15 Accordingly, the objection is overruled. In any event, Ms. Sweeney raised no objection to the

16 substantive terms of the class relief provided by the Settlement and she raises no argument as to 17 why final approval should not be granted. 18 SERVICE AWARDS 19 27. The district court must evaluate named plaintiffs’ awards individually, using 20 relevant factors including “the actions the plaintiff has taken to protect the interests of the class, 21 the degree to which the class has benefitted from those actions, . . . [and] the amount of time and 22 effort the plaintiff expended in pursuing the litigation.” Staton v. Boeing Co., 327 F.3d 938, 977 23 (9th Cir. 2003). “Such awards are discretionary . . . and are intended to compensate class

24 representatives for work done on behalf of the class, to make up for financial or reputational risk 25 undertaken in bringing the action, and, sometimes, to recognize their willingness to act as a private 26 attorney general.” Rodriguez v. West Publishing Corp., 563 F.3d 948, 958-959 (9th Cir. 2009). 27 The Ninth Circuit has emphasized that district courts must “scrutiniz[e] all incentive awards to

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1 determine whether they destroy the adequacy of the class representatives.” Radcliffe v. Experian

2 Info. Solutions, 715 F.3d 1157, 1163 (9th Cir. 2013). Here Plaintiffs are seeking service awards of 3 $500 each. The Court finds these service awards are reasonable given Plaintiffs’ protection of the 4 Settlement Class’ interests, the benefits from the Settlement, and the efforts of Plaintiffs in 5 pursuing this case, and hereby awards service awards of $500 each, to Plaintiffs Ryan Richards, 6 Ruba Ayoub, Brandy Terbay, and Tracy Cummings, to compensate them for their commitments 7 and efforts on behalf of the Settlement Class Members. Defendants shall pay such amounts 8 pursuant to the terms of the Settlement. The Court finds that the requested service awards are

9 reasonable, appropriate, and justified by the circumstances of the Plaintiffs’ efforts and 10 commitments on behalf of the Class. 11 ATTORNEYS’ FEES, COSTS, AND EXPENSES 12 28. Class Counsel requests an award of $750,000 in attorneys’ fees, costs, and 13 expenses. Dkt. No. 49. Defendants do not oppose the request. Dkt. No. 50. The record is undisputed 14 that the settlement negotiation was overseen by an experienced mediator and negotiated only after 15 all relief was obtained for the Settlement Class and therefore free from any collusion. See, e.g., In

16 re Volkswagen “Clean Diesel” Marketing, Sales Practices, and Products Liability Litigation, 17 2017 WL 1047834, at *4 (N.D. Cal., Mar. 17, 2017 (“Volkswagen's agreement not to oppose the 18 application does not evidence collusion and was not obtained by Class Counsel to Class Members' 19 detriment.”); G. F. v. Contra Costa Cty., 2015 WL 4606078, at *13 (N.D. Cal. July 30, 20 2015) (noting that “[t]he assistance of an experienced mediator in the settlement process confirms 21 that the settlement is non-collusive”). 22 29. “Under Ninth Circuit law, the district court has discretion in common fund cases to 23 choose either the percentage-of-the-fund or the lodestar method.” Vizcaino v. Microsoft Corp., 290

24 F.3d 1043, 1047 (9th Cir. 2002); In re Bluetooth Headset Products Liab. Litig., 654 F.3d 935, 942 25 (9th Cir. 2011) (same). “[T]he choice between lodestar and percentage calculation depends on the 26 circumstances, but [ ] ‘either method may ... have its place in determining what would be 27 reasonable compensation for creating a common fund.’” Six Mexican Workers v. Ariz. Citrus

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1 Growers, 904 F.2d 1301, 1311 (9th Cir. 1990) (ellipsis in original) (quoting Paul, Johnson, Alston

2 & Hunt v. Graulty, 886 F.2d 268, 272 (9th Cir. 1989)). The Ninth Circuit also “encourage[s] courts 3 to guard against an unreasonable result by cross-checking their calculations against a second 4 method.” In re Bluetooth, 654 F.3d at 944-45. 5 30. In the Ninth Circuit, the benchmark for an attorney fee is 25% of the total settlement 6 value, including the monetary and non-monetary recovery. See Six Mexican Workers, 904 F.2d at 7 1311; see also Staton, 327 F.3d at 974 (“[W]here the value to individual class members of benefits 8 deriving from injunctive relief can be accurately ascertained ... courts [may] include such relief as

9 part of the value of a common fund for purposes of applying the percentage method ....”). The 10 benchmark percentage “can then be adjusted upward or downward to account for any unusual 11 circumstances involved in the case.” Paul, Johnson, Alston & Hunt v. Graulty, 886 F.2d 268, 272 12 (9th Cir. 1989). Many cases have found that between 30% and 50% of the common fund is an 13 appropriate range when the settlement fund is less than ten million. See Van Vranken v. Atl. 14 Richfield Co., 901 F. Supp. 294, 297-98 (N.D. Cal. 1995) (collecting cases); see also Johnson v. 15 Gen. Mills, Inc., 2013 WL 3213832, at *6 (C.D. Cal. June 17, 2013) (awarding a fee award of 30%

16 of the settlement fund in a food labeling class action). 17 31. Here the Settlement provides for a constructive common fund. As explained above, 18 $5,960,563 has already been paid or credited to Settlement Class Members as part of the class 19 relief in this case. SA § IV.1.c. Settlement Class Members can also make claims for losses under 20 Tiers 1 and 2 up to an aggregate total $5.5 million. SA §§ IV.2.c., IV.3.c, and IV.5. Likewise, 21 Defendants are separately paying for: (1) the costs of notice and administration of up to $250,000, 22 (SA §§ VI.3, VII.8), the requested attorneys’ fees, costs, and expenses of up to $750,000; and up 23 to $500 in service awards per Settlement Class Representative, an additional up to $2,000, (S.A.

24 §§ X.1, X.2). Such separate payment by Defendants for notice and administration, fees and costs, 25 and service awards, should be included in valuing the total benefit to the class and hence the total 26 constructive fund from which Plaintiffs’ fee request is judged because if such amounts were not 27 paid separately, class members would have to pay them directly out of the fund. Manual for

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1 Complex Litigation § 21.7 at 335 (4th ed.) (“If an agreement is reached on the amount of a

2 settlement fund and a separate amount for attorney's fees and expenses … the sum of the two 3 amounts ordinarily should be treated as a settlement fund for the benefit of the class.”). 4 32. The Ninth Circuit has recognized this constructive common fund approach, Shaffer 5 v. Cont'l Cas. Co., 362 Fed. Appx. 627, 631–32 (9th Cir. 2010), as have other courts within the 6 Ninth Circuit and in this District.1 7 33. “To calculate appropriate attorneys’ fees under the constructive common fund 8 method, the court looks to the maximum settlement amount that could be claimed.” Evans, 2014

9 WL 1724891, at *6 (citing Nwabueze, 2013 WL 6199596, at *11).2 This is done by aggregating 10 all amounts payable under the settlement, including, for example, potential claims-made payments, 11 amounts for fees and costs, and amounts for notice and administration. See, e.g., Evans, 2014 WL 12 1724891, at *6 (aggregating amounts to be repaid to class members in cash, amounts to be repaid 13 in virtual currency, amounts to be otherwise paid in cash or virtual currency, as well as amounts 14 for fees and costs and notice costs, to reach a total settlement value against which the fee request 15 was analyzed). 16 17 1 See, e.g., Evans v. Linden Research, Inc., C-11-01078 DMR, 2014 WL 1724891, at *6 (N.D. 18 Cal. Apr. 29, 2014) (“The court will evaluate the requested fee under the percentage method and analyze the recovery obtained as a constructive common fund.”); Nwabueze v. AT & T Inc., C 19 09-01529 SI, 2013 WL 6199596, at *11 (N.D. Cal. Nov. 27, 2013) (“Where, as here, a settlement does not create a common fund from which to draw, the Ninth Circuit may analyze 20 the case as a ‘constructive common fund’ for fee-setting purposes.”) (citing Bluetooth, 654 F.3d 21 at 940–41); Guschausky v. Am. Family Life Assur. Co. of Columbus, 851 F. Supp. 2d 1252, 1259 (D. Mont. 2012), vacated on other grounds, CV 10-59-H-DWM, 2012 WL 4849688 (D. Mont. 22 Oct. 11, 2012) (“While the settlement might not have created a traditional common fund, it created a constructive common fund . . . . There is not a definitive sum of money that has been 23 set aside for settlement claims, but the Court can reasonably estimate the settlement value, as explained above. That sum, when aggregated with the independent payment of attorney's fees, 24 creates a constructive common fund.”) (internal citations omitted) (citing Lobatz v. U.S. W. 25 Cellular of California, Inc., 222 F.3d 1142, 1147 (9th Cir. 2000)). 2 See also Nwabueze, 2013 WL 6199596, at *11 (“To calculate appropriate attorneys’ fees under 26 the constructive common fund method, the Court should look to the maximum settlement amount that could be claimed.”) (citing Lopez v. Youngblood, No. CV–F–07–0474 DLB, 2011 27 WL 10483569, at *12 (E.D. Cal. Sept. 1, 2011); In re Wal–Mart Stores, Inc. Wage & Hour Litig., No. 06–02069, 2011 WL 31266, at *5 n.5 (N.D. Cal. Jan. 5, 2011)). 28

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1 34. All combined, the relief made available via the Settlement—and, thus, the

2 constructive common fund—amounts to $12,462,563.3 Plaintiffs’ fee, cost, and expense request 3 of $750,000 represents just 6% of this total—an eminently reasonable request considering the 25% 4 benchmark in this Circuit. Even if the Court were only to consider the amounts already provided 5 to Class Members ($5,960,563), the amounts for notice and administration ($250,000), and the 6 required minimum payment of $1.5 million related to Tiers 1 and 2—amounts which Defendants 7 are required to pay (or have already paid) and are not dependent on claims rates or other 8 contingencies—it amounts to $7,710,563, making Plaintiffs’ request only 9.7% of the total. Again,

9 a sum far below the 25% benchmark. 10 35. Further, considering the lodestar information submitted by counsel in support of 11 the Motion for Fees as a cross-check against the percentage analysis, (see Dkt. Nos. 49-1, 49-2), 12 the Court finds that the rates submitted by counsel are fair and reasonable considering their 13 backgrounds and experience, and that the time spent is likewise reasonable. Were the Court to 14 utilize the lodestar analysis, Plaintiffs’ request would represent a 2.467 multiplier (solely for time 15 up through the filing of the Motion for Fees). In the Ninth Circuit, multipliers “ranging from one

16 to four are frequently awarded in common fund cases when the lodestar method is applied.” 17 Vizcaino, 290 F.3d at 1051 n. 6 (approving multiplier of 3.65 and citing cases approving multipliers 18 averaging 3.32 and as high as 19.6); see also Parkinson v. Hyundai Motor Am., 796 F. Supp. 2d 19 1160, 1170 (C.D. Cal. 2010) (“Where appropriate, multipliers may range from 1.2 to 4 or even 20 higher.”) (citations omitted); Craft v. Cnty. of San Bernardino, 624 F. Supp. 2d 1113, 1123 (C.D. 21 Cal. 2008) (awarding 5.2 multiplier; citing cases approving multipliers ranging from 4.7 to 19.6); 22 Van Vranken v. Atl. Richfield Co., 901 F. Supp. 294, 298 (N.D. Cal. 1995) (multiplier of 3.6 was

23 3 $5,960,563 (relief already provided) + $5,500,000 (total available under Tiers 1 and 2) + 24 $250,000 (notice and administration costs) + $750,000 (attorneys’ fees, costs, and expenses) + 25 $2,000 (service awards) = $12,462,563. As discussed supra, subject to the terms of the Settlement Agreement, Defendants are not creating a settlement fund beyond the $1.5 million 26 dollars from which the Tier 1 and Tier 2 claims will initially draw, but instead will only pay validated claims up to the Tier Maximums. Should the validated amounts claimed not reach the 27 Tier Maximums, Defendants will retain those funds.

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1 “well within the acceptable range for fee awards in complicated class action litigation” and stating

2 that “[m]ultipliers in the 3-4 range are common”). The Court finds that, as a cross-check, a 2.467 3 multiplier would be reasonable here. 4 36. Accordingly, the Court finds that Plaintiffs’ request for $750,000 in fees, costs, and 5 expenses is fair and reasonable considering the substantial amounts made available via the 6 Settlement, and comprising only 6% of the constructive common fund, and thus Plaintiffs’ fee 7 request is GRANTED. 8 CONCLUSION

9 Based on the foregoing, IT IS ORDERED THAT: 10 37. Plaintiffs’ Motion for Final Approval (Dkt. No. __) is GRANTED. 11 38. The court hereby grants final approval to the parties’ Amended Stipulation of 12 Agreement and Settlement and Release (“Settlement Agreement”) (Dkt. No. 45-4). The Court 13 finds that the Settlement Agreement is fair, adequate, and reasonable, appears to be the product of 14 arm’s-length and informed negotiations, and treats all members of the class fairly. The parties are 15 ordered to perform their obligations pursuant to the terms of the Settlement Agreement and this

16 Order. 17 39. Plaintiffs’ Motion for Attorneys’ Fees, Costs, and Expenses, and Service Awards 18 (Dkt. No. 49) is GRANTED as set forth herein. 19 40. The settlement class is certified, for settlement purposes, under Federal Rule of 20 Civil Procedure 23: All consumers who attempted to and were unable to access or utilize the 21 functions of their accounts with Chime, as confirmed by a failed transaction or a locked card as 22 recorded in Chime’s business records, beginning on October 16, 2019 through October 19, 2019, 23 as a result of the Service Disruption.

24 41. The form, manner, and content of the Notice and Notice Program meet the 25 requirements of Federal Rules of Civil Procedure 23(c)(2) and due process. 26 27

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1 42. Plaintiffs Ryan Richards, Ruba Ayoub, Brandy Terbay and Tracy Cummings shall

2 be paid a Service Award payment of $500 in accordance with the terms of the Settlement 3 Agreement. 4 43. Class counsel shall be paid $750,000 in attorney’s fees, costs, and expenses in 5 accordance with the terms of the Settlement Agreement. 6 44. The court approves the designation of the East Bay Community Law Center as the 7 cy pres beneficiary pursuant to the Settlement Agreement. 8 45. All class members who did not validly and timely request exclusion from the

9 settlement have released their claims, as set forth in the Settlement Agreement, against any of the 10 Released Parties (as defined in the Settlement Agreement). Such Releasing Parties are barred and 11 enjoined from asserting any of the Released Claims, as set forth in the Settlement Agreement, 12 including during the pendency of any appeal from this Final Approval Order. 13 46. Except as to any class members who have validly and timely requested exclusion, 14 this action is dismissed with prejudice, with all parties to bear their own fees and costs except as 15 set forth herein and in the prior orders of the court.

16 47. Without affecting the finality of this Order in any way, the court hereby retains 17 jurisdiction over the parties, including class members, for the purpose of construing, enforcing, 18 and administering the Order and Judgment, as well as the Settlement Agreement itself. 19 48. Judgment shall be entered accordingly. 20 IT IS SO ORDERED. 21 Dated: , 2021 ______22 The Honorable Haywood S. Gilliam, Jr. 23 U.S. District Judge

24 25 26 27

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