UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY

Transcription

1 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 1 of 158 PageID: 6228 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY IN RE NEW JERSEY TAX SALES CERTIFICATES ANTITRUST LITIGATION Master Docket No. 3:12-CV MAS-TJB JOINT DECLARATION OF SETTLEMENT CLASS AND LIAISON COUNSEL IN SUPPORT OF (1) FINAL APPROVAL OF SETTLEMENTS WITH ALL DEFENDANTS; (2) SETTLEMENT CLASS AND LIAISON COUNSEL S APPLICATION FOR ATTORNEYS FEES, REIMBURSEMENT OF LITIGATION EXPENSES, AND INCENTIVE AWARDS TO NAMED PLAINTIFFS; AND (3) THE PLAN OF ALLOCATION

2 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 2 of 158 PageID: 6229 TABLE OF CONTENTS Page I. PRELIMINARY STATEMENT... 2 II. COMMENCEMENT OF THE LITIGATION... 7 A. Initial Proceedings Criminal proceedings... 7 a. William A. Collins Criminal Proceedings... 8 b. Isadore H. May Criminal Proceedings... 9 c. Richard J. Pisciotta Criminal Proceedings... 9 d. Robert W. Stein Criminal Proceedings e. David M. Farber Criminal Proceedings f. Robert E. Rothman Criminal Proceedings g. Stephen E. Hruby Criminal Proceedings h. David Butler and DSBD, LLC Criminal Proceedings i. Crusader Servicing Corporation Criminal Proceedings. 15 j. Mercer S.M.E., Inc. Criminal Proceedings k. Norman T. Remick Criminal Proceedings l. Michael Mastellone Criminal Proceedings m. Robert U. Del Vecchio, Sr. Criminal Proceedings n. Vinaya K. Jessani Criminal Proceedings o. Indictment of Six Individuals and Entities B. Initial Investigation and Commencement of Proceedings, and Appointment of Interim Class Counsel C. Continued Investigation and Preparation of Amended Complaint D. Initial Efforts at Discovery and Continued Investigation E. Defendants Motions to Dismiss F. Preparation and Filing of Additional Complaint

3 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 3 of 158 PageID: 6230 G. Crestar s Motion for Judgment on the Pleadings H. Defendants Replies in Support of Various Motions to Dismiss I. Preparation for Argument and Oral Argument on Defendants Motions to Dismiss J. Plaintiffs First Amended Consolidated Master Class Action Complaint K. Non-Settling Defendants New Motions to Dismiss Plaintiffs First Amended Consolidated Master Class Action Complaint III. NEGOTIATIONS SURROUNDING THE SETTLEMENTS A. Negotiations Concerning the Butler/Farber, Rothman, Mercer, Pisciotta Collins, and May Settlements Butler/Farber Defendants Settlement Agreement Rothman Settlement Agreement Mercer Defendants Settlement Agreement Pisciotta Settlement Agreement Collins Settlement Agreement Isadore May Settlement Agreement B. Negotiations Concerning the Settlements with the Sass, Crusader, Plymouth Park, and Phoenix Defendants Sass Defendants Settlement Agreement Crusader Defendants Settlement Agreement Plymouth Park Settlement Agreement Phoenix Defendants Settlement Agreement C. Remick, ATF, Stein, and Xethalis Settlement Agreements Remick Settlement Agreement ATF Settlement Agreement Stein Settlement Agreement Xethalis Settlement Agreement ii -

4 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 4 of 158 PageID: 6231 IV. D. Settlement Negotiations with the Crestar, Del Vecchio, BankAtlantic, PAM, Mooring, Wolfson, and Mastellone Defendants Crestar Defendants Settlement Agreement Del Vecchio Defendants Settlement Agreement BankAtlantic and PAM Defendants Settlement Mooring Settlement Agreement Wolfson Defendants Settlement Agreement Mastellone Settlement Agreement PLAINTIFFS COUNSEL HAVE KEPT THE NAMED PLAINTIFFS INFORMED OF THE LITIGATION V. PLAN OF DISTRIBUTION VI. ATTORNEYS FEES AND EXPENSES VII. COMMON LITIGATION FUND VIII. NAMED PLAINTIFF AWARDS IX. NOTICE iii -

5 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 5 of 158 PageID: 6232 Bruce D. Greenberg, Jason A. Zweig, and James Pizzirusso hereby declare as follows: 1. Pursuant to this Court s October 22, 2012 Order, our firms were collectively appointed as interim co-lead counsel and liaison counsel to represent the class in this matter. 1 In addition, pursuant to several orders of the Court, we have also been appointed as settlement co-lead and liaison counsel for each of the settlement classes in this case. 2 We make this declaration in support of: (1) final approval of settlements with all defendants; 3 (2) Plaintiff Counsel s application for 1 ECF No See August 13, 2013 Order preliminarily approving Butler/Farber, Pisciotta, May, Burlington, and Collins settlements [ECF No. 276]; August 13, 2013 Order preliminarily approving Rothman settlement [ECF No. 277]; March 11, 2014 Report and Recommendation Recommending Approval and Appointment of Settlement Class Counsel for the Sass, Crusader, Plymouth Park and Phoenix settlements [ECF No. 339] and October 31, 2014 Order adopting Report and Recommendation [ECF No. 376]; January 29, 2015 Order preliminarily approving settlements with Remick, ATF, Stein and Xethalis [ECF No. 394]; and the October 30, 2015 Order preliminarily approving settlements with Crestar, Mooring, Mastellone, Del Vecchio, BankAtlantic, PAM and Wolfson [ECF No. 426]. 3 The complete list of defendants is: 1) CCTS Capital, LLC n/k/a Crestar Capital, LLC and William S. Green (collectively, Crestar Defendants ); 2) American Tax Funding, LLC; 3) BBX Capital Corporation f/k/a BankAtlantic Bancorp, Inc., Fidelity Tax, LLC, Heartwood 55, LLC, Michael Deluca, Gary I. Branse, and David Jelley (collectively, BankAtlantic Defendants ); 4) Richard Simon Trustee, Betty Simon Trustee and Joseph Wolfson (collectively, Wolfson Defendants ); 5) Mooring Tax Asset Group, LLC and Lambros Xethalis; 6) Norman T. Remick; 7) Michael Mastellone; 8) Pat Caraballese and PAM Investors (collectively, PAM Defendants ); 9) Robert U. Del Vecchio Sr. and Robert U. Del Vecchio Pension Trust (collectively, Del Vecchio Defendants ); 10) CCTS, LLC, CCTS Tax Liens I, LLC, CCTS Tax Liens II, LLC, DSBD, LLC, Pro Capital LLC, David Butler and David M. Farber (collectively, the Butler/Farber Defendants ); 11) Plymouth Park Tax Services, LLC; 12) M.D. Sass Investors Services, Inc., M.D. Sass Tax Lien Management, LLC, M.D. Sass Municipal

6 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 6 of 158 PageID: 6233 an award of attorneys fees for all plaintiffs counsel, reimbursement of litigation expenses for those firms, and incentive awards for the four named plaintiffs; and (3) final approval for the plan of distribution of the settlement proceeds. We have personal knowledge of the matters set forth in this declaration, and, if called as a witness, each of us could and would competently testify to those matters. I. PRELIMINARY STATEMENT 2. The purpose of this declaration is to set forth, in summary fashion, the background and history of this litigation and the work performed by Settlement Class and Liaison Counsel, 4 including the extensive motion practice in this case, as well as the background which led up to each of the 20 settlement agreements with 21 groups of defendants. Finance Partners I, L.P., M.D. Sass Municipal Finance Partners II, L.P., Sass Municipal Finance Partners III, L.P., Sass Municipal Finance Partners IV, L.P., Sass Municipal Finance Partners V, L.P., Sass Municipal Finance Partners VI, L.P. (collectively, Sass Entities ), Vinaya K. Jessani and Stephen E. Hruby (collectively with the Sass Entities, Sass Defendants ); 13) Robert E. Rothman; 14) Royal Bancshares of Pennsylvania, Inc., Royal Bank America, Crusader Servicing Corporation, and Royal Tax Lien Services, LLC (collectively, Crusader Defendants ); 15) William A. Collins; 16) Isadore H. May; 17) Burlington Assembly of God/Fountain of Life Center, Mercer S.M.E., Inc., Susan M. Esposito, and David B. Boudwin (collectively, Mercer Defendants ); 18) Richard J. Pisciotta, Jr.; 20) Phoenix Funding, Inc. and Benedict Caiola (collectively, Phoenix Defendants ); and 21) Robert W. Stein. 4 For ease of reference, the firms of Hausfeld, HBSS, and LDG, shall be collectively referred to in this declaration as Lead Counsel

7 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 7 of 158 PageID: If approved, the 20 settlements for which final approval is being sought, would provide a total of $9.585 million to the class. 5 In addition, for those class members who are still subject to a tax sale certificate ( TSC ) that is part of this class action, those class members would receive a discount of up to 15% off of the redemption amount of any TSC purchased by a defendant during the Class Period, and still held by that defendant. 6 In addition, each of the settlements provided for certain cooperation to the plaintiffs by the settling defendants. 4. This litigation has been vigorously litigated for nearly four years by some of the most experienced and able defense counsel in the United States. During the years this litigation has been pending, as further detailed in this Declaration, plaintiffs, through Lead Counsel, have exerted considerable effort in prosecuting this case. Among other things, plaintiffs undertook an extensive investigative effort to identify the 21 defendant groups (consisting of over 50 defendants in total) who are part of the settlements. Numerous motions to dismiss were filed, and were opposed. Details of settlement agreements with each of the 5 As of February 1, 2016, with interest earned on the settlements, the total settlements now amount to $9,488, As discussed below at , the Wolfson Defendants have not yet made their $125,000 settlement payment. Once they do, the settlement fund will amount to $9,613, The defendants who are offering the discounts have provided (or will provide) the names and addresses of those class members entitled to receive notice of the discount offer. The discount offers will be sent by separate notice to those property owners who are entitled to receive notice, advising them of, among other things, the discount offer, how to take advantage of the offer, and providing contact information of Lead Counsel so that they may have any questions answered

8 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 8 of 158 PageID: 6235 defendants had to be negotiated, and then submitted for preliminary approval by this Court. That Lead Counsel was able to steer this complicated litigation with many moving parts towards resolution after nearly four years is a testament to the hard work performed by Lead Counsel, as well as their success. 5. In light of the excellent result achieved by Lead Counsel and all plaintiffs counsel, and the extensive work performed by counsel on behalf of the settlement classes, it is respectfully submitted that the Court should award attorneys fees of 30% of the available settlement funds. Notably, and as detailed in plaintiffs motion for an award of attorneys fees and reimbursement of expenses, this amount is well below the collective lodestar of plaintiffs counsel, and less than they could have sought. In addition, Lead Counsel do not seek any attorneys fees in connection with the value conferred on the class in connection with the discount offers provided by the settling defendants. 6. In this litigation, plaintiffs faced a highly skilled, highly experienced and formidable team of defense attorneys. Collectively, defendants are represented by 25 law firms, including some of the largest law firms in the world, the most prestigious and well known firms nationally and in New Jersey, including: Gibson, Dunn & Crutcher, LLP, counsel for Robert Rothman. Morgan, Lewis & Bockius, LLP, counsel for Royal Bancshares of Pennsylvania, Royal Bank America, Crusader Servicing Corporation, and Royal Tax Lien Services, LLC

9 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 9 of 158 PageID: 6236 Weil Gotshal & Manges, LLP and Cooper, Levenson, April, Niedelman & Agenheim, PA, counsel for M.D. Sass Investors Services, Inc., M.D. Sass Tax Lien Management, LLC, M.D. Sass Municipal Finance Partners I, L.P., M.D. Sass Municipal Finance Partners II, L.P., Sass Municipal Finance Partners III, L.P., Sass Municipal Finance Partners IV, L.P., Sass Municipal Finance Partners V, L.P., and Sass Municipal Finance Partners VI, L.P. Covington & Burling, LLP, counsel for Plymouth Park Tax Services, LLC. Baker & McKenzie, LLP and Linklaters, counsel for Burlington Assembly of God/Fountain of Life Center, Mercer S.M.E., Inc., Susan Esposito, and David Boudwin. Sills Cummis & Gross, P.C. and Epstein Becker & Green, P.C., counsel for William A. Collins. Gibbons P.C., counsel for Vinaya K. Jessani. Carella Byrne Cecchi Olstein Brody & Agnello, P.C., counsel for BBX Capital Corporation f/k/a BankAtlantic Bancorp, Inc., Fidelity Tax, LLC, and Heartwood 55, LLC. Walder Hayden P.A., counsel for Benedict Caiola and Phoenix Funding, Inc. Greenbaum, Rowe, Smith & Davis, LLP, counsel for Pat Caraballese and PAM Investors. Duane Morris, counsel for CCTS, LLC, CCTS Tax Liens I, LLC, CCTS Tax Liens II, LLC, DSBD, LLC, Pro Capital LLC, David Butler and David M. Farber. 7. The settlements achieved by Lead Counsel provide significant benefits to members of the settlement classes. The $9.585 million in settlement funds will compensate members of the class for the harm inflicted upon them by

10 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 10 of 158 PageID: 6237 defendants. In addition, the cooperation that defendants agreed to provide was a significant benefit to the class. With respect to those defendants that ultimately did provide cooperation, such cooperation was instrumental in obtaining subsequent settlements. Even as to those defendants who agreed to provide cooperation, but did not because settlements were soon reached with all defendants, the prospect of cooperation was an important factor in causing such additional settlements. The value of all of the cooperation must be judged at the time the settlement was entered into, rather than looking backwards. And when viewed through that lens, the fact that plaintiffs were able to obtain the cooperation from the settling defendants, made each subsequent settlement more likely, since those defendants who had not yet settled knew their co-conspirators would likely spill the beans on them. And finally, the discounts being offered by all settling defendants who still possess TSCs that were purchased during the Class Period, also provides a significant opportunity to those class members, who still have unpaid taxes, to pay those taxes at a discount. The efforts of Lead Counsel, and all other plaintiffs counsel, and the benefits achieved by the settlements, justify a 30% fee award from the settlement funds

11 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 11 of 158 PageID: 6238 II. COMMENCEMENT OF THE LITIGATION A. Initial Proceedings 1. Criminal proceedings 8. In August 2011, it was publicly revealed that the United States Department of Justice ( DOJ ) was conducting a criminal investigation into alleged rigging of New Jersey property tax lien auctions. The criminal investigation appears to have begun sometime in early In August 2011, the DOJ netted its first guilty pleas in the investigation when it was announced that defendants Isadore H. May, William A. Collins, and Richard J. Pisciotta had agreed to plead guilty to violating the United States antitrust laws, by agreeing with their fellow bidders to allocate TSCs at property tax lien auctions in New Jersey from 1998 through February Following these guilty pleas, many more followed. In total, 15 individuals and entities pled guilty to violating Section One of the Sherman Act, and to date, have been sentenced to collectively pay $2,055,000 in criminal fines. All criminal proceedings have concluded (with the exception of certain defendants sentencings), and there will be no further charges. The following describes the various criminal proceedings

12 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 12 of 158 PageID: 6239 a. William A. Collins Criminal Proceedings 9. On August 24, 2011, defendant William A. Collins pled guilty to violating the Sherman Act for his role in the conspiracy. 7 The information accompanying his guilty plea states: From at least as early as the beginning of 2003 to until approximately February 2009 Collins and his Co- Conspirators entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among COLLINS and his coconspirators, the substantial terms of which were to rig bids for and allocate tax liens being auctioned by municipalities within the District of New Jersey. 10. Collins has not yet been sentenced in connection with his guilty plea, although, according the docket in United States v. Collins, such sentencing has been scheduled for March 15, See United States v. Collins, 2:11-CR-563-SDW (D.N.J). 8 Unlike some of the later guilty pleas, the initial guilty pleas did not indicate the amount of liens upon which the criminal defendant conspired, and, such defendants have not been sentenced yet. Since most of the remaining criminal sentencings are scheduled to take place prior to the date plaintiffs reply papers in support of final approval are due, plaintiffs will update the Court, in their reply papers, about the criminal fines imposed

13 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 13 of 158 PageID: 6240 b. Isadore H. May Criminal Proceedings 11. On August 24, 2011, defendant Isadore H. May pled guilty to violating the Sherman Act for his role in the conspiracy. 9 The information accompanying his guilty plea states: From at least as early as the beginning of 2003 to until approximately February 2009 May and his coconspirators entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among May and his co-conspirators, the substantial terms of which were to rig bids for and allocate tax liens being auctioned by municipalities within the District of New Jersey. 12. May has not yet been sentenced in connection with his guilty plea, although, according to the docket sheet in United States v. May, such sentencing has been scheduled for April 7, c. Richard J. Pisciotta Criminal Proceedings 13. On August 24, 2011, defendant Richard J. Pisciotta became the third person to plead guilty to violating the Sherman Act for his role in the conspiracy. 10 The information accompanying his guilty plea states: 9 See United States v. May, 2:11-CR-562-SDW (D.N.J.) [ECF No. 5]. 10 See United States v. Pisciotta, 2:11-CR-561-SDW (D.N.J.)

14 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 14 of 158 PageID: 6241 From at least as early as the beginning of 2003 to until approximately February 2009 Pisciotta and his coconspirators entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among Pisciotta and his co-conspirators, the substantial terms of which were to rig bids for and allocate tax liens being auctioned by municipalities within the District of New Jersey. 14. Pisciotta has not yet been sentenced in connection with his guilty plea, although, according to the docket sheet in United States v. Pisciotta, such sentencing has been scheduled for March 10, d. Robert W. Stein Criminal Proceedings 15. On February 23, 2012, defendant Robert W. Stein pled guilty to violating the Sherman Act for his role in the conspiracy. 11 According to the criminal information to which he pled, as president of defendant Crusader and its successor, defendant Royal Tax Liens Service, LLC ( RTLS ), Stein oversaw the purchase of TSCs on behalf of Company 1 which plaintiffs believe is Crusader from at least 1996 through Further: From at least as early as 1998 until approximately spring 2009 Robert W. Stein, the defendant, and his coconspirators, including Company 1, entered into and engaged in a combination and conspiracy to suppress and 11 See United States v. Stein, 2:12-CR-140-SDW (D.N.J.)

15 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 15 of 158 PageID: 6242 eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among Robert W. Stein, the defendant, and his co-conspirators, the substantial terms of which were to rig bids for and allocate tax liens being auctioned by municipalities within the District of New Jersey. 16. Stein has not yet been sentenced in connection with his guilty plea, although, according to the docket sheet in United States v. Stein, such sentencing has been scheduled for March 28, e. David M. Farber Criminal Proceedings 17. On February 23, 2012, defendant David M. Farber pled guilty to violating the Sherman Act for his role in the conspiracy. 12 According to the criminal information to which he pled, from about the beginning of 2005 until approximately November 2008, defendant Farber held a limited partnership interest in defendant DSBD, LLC. Defendant Farber bid and purchased TSCs in New Jersey on behalf of DSBD, which were held as investments by defendants CCTS I and CCTS II. Moreover, from about December 2008 through July 2009, Farber served as president of a company identified as Company 1, overseeing the purchase of TSCs in the State of New Jersey. Plaintiffs believe Company 1 is 12 See United States v. Farber, 2:12-CR-139-SDW (D.N.J.)

16 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 16 of 158 PageID: 6243 defendant Crestar. The information accompanying defendant Farber s guilty plea also states: From at least as early as the beginning of 2005 until approximately February 2009 David M. Farber, the defendant, and his co-conspirators, entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among David M. Farber, the defendant, and his co-conspirators, the substantial terms of which were to rig bids for and allocate tax liens being auctioned by municipalities within the District of New Jersey. 18. David Farber has not yet been sentenced in connection with his guilty plea, although, according to the docket sheet in United States v. Farber, such sentencing is scheduled for March 17, f. Robert E. Rothman Criminal Proceedings 19. On March 27, 2012, defendant Robert E. Rothman pled guilty to violating the Sherman Act for his role in the conspiracy. 13 The information accompanying his guilty plea states: From in or about the Spring of 2000 until approximately February 2009 Robert E. Rothman, the defendant, and his co-conspirators, entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by 13 See United States v. Rothman, 2:12-CR-210-SDW (D.N.J.)

17 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 17 of 158 PageID: 6244 municipalities within the District of New Jersey The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among Robert E. Rothman, the defendant, and his co-conspirators, the substantial terms of which were to rig bids for and allocate tax liens being auctioned by municipalities within the District of New Jersey. 20. Rothman has not yet been sentenced in connection with his guilty plea, although, according to the docket sheet in United States v. Rothman, such sentencing is scheduled for April 5, g. Stephen E. Hruby Criminal Proceedings 21. On April 17, 2012, defendant Stephen E. Hruby pled guilty to violating the Sherman Act for his role in the conspiracy. 14 According to the criminal information to which he pled, Hruby was Director of Acquisitions for Company 1 from December 2002 until early 2009, which plaintiffs believe is one of the Sass Entities. In this position, Hruby participated in, and oversaw and directed the participation of agents and representatives of Company 1 at auctions for TSCs on behalf of Company 1. The information accompanying his guilty plea states: From at least as early as December 2002 to until approximately February 2009 Stephen E. Hruby, the defendant, and his co-conspirators, entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens 14 See United States v. Hruby, 2:12-CR-263-SDW (D.N.J.)

18 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 18 of 158 PageID: 6245 conducted by municipalities within the District of New Jersey The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among Stephen E. Hruby, the defendant, and his co-conspirators, the substantial terms of which were to rig bids for and allocate tax liens being auctioned by municipalities within the District of New Jersey. 22. Hruby has not yet been sentenced in connection with his guilty plea, although, according to the docket sheet in United States v. Hruby, such sentencing is scheduled for March 16, h. David Butler and DSBD, LLC Criminal Proceedings 23. On April 23, 2012, defendant David Butler pled guilty to violating the Sherman Act for his role in the conspiracy. 15 According to the criminal information, defendant Butler held a limited partnership interest in defendant DSBD. Pursuant to his partnership interest, he bid on and purchased TSCs, which were then held as investments by defendants CCTS I and CCTS II. Moreover, from about December 2008 through July 2009, defendant Butler served as Chief Executive Officer of a company identified as Company 1, overseeing the purchase of TSCs in New Jersey. Plaintiffs believe Company 1 is Crestar. The information accompanying his guilty plea also states: From at least as early as the beginning of 2005 until approximately February 2009, the exact dates being 15 See United States v. Butler, 2:12-CR-273-SDW (D.N.J.), and United States v. DSBD, LLC, 2:12-CR-274-SDW (D.N.J.)

19 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 19 of 158 PageID: 6246 unknown to the United States, David Butler [and DSBD], the defendant, and his co-conspirators, entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey. 24. David Butler and DSBD, LLC have not yet been sentenced in connection with their guilty pleas, although, according to the docket sheets in United States v. Butler and United States v. DSBD, LLC, such sentencings are scheduled for March 3, 2016 and April 4, 2016, respectively. i. Crusader Servicing Corporation Criminal Proceedings 25. On September 26, 2012, defendant Crusader Servicing Corporation also pled guilty to violating the Sherman Act for its role in the conspiracy. 16 The information accompanying Crusader s guilty plea states: Beginning at least as early as 1998 and continuing until September 2006, the exact dates being unknown to the United States, in the District of New Jersey and elsewhere, the defendant and co-conspirators entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey. 26. In connection with Crusader s agreement to plead guilty, Crusader was sentenced to pay a fine of $2,000,000, payable in six installments over a five 16 See United States v. Crusader Servicing Corp., 2:12-CR-644-DMC (D.N.J.)

20 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 20 of 158 PageID: 6247 year period as follows: $400,000 payable within 10 days of sentencing, and $320,000 each year thereafter until paid. 17 While a criminal defendant is required to pay interest on criminal fines payable over time, the Court determined that Crusader does not have the ability to pay interest and therefore waives the interest requirement pursuant to 18 U.S.C. 3612(f)(3). 18 The plea agreement entered into by Crusader released not only Crusader from criminal liability, but also RTLS, as well as any current or former director, officer or employee of either of these two entities, except for defendant Robert Stein. 19 j. Mercer S.M.E., Inc. Criminal Proceedings 27. On December 19, 2012, defendant Mercer S.M.E., Inc. also pled guilty to violating the Sherman Act for its role in the conspiracy. 20 The information accompanying Mercer s guilty plea states: From at least as early as the beginning of 2003 until approximately February 2009, the exact dates being unknown to the United States, Mercer, CC-1 and their co-conspirators, entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive 17 Judgment Against Crusader Servicing Corporation in United States v. Crusader Servicing Corp., 12-CR-644 (D.N.J.)[ECF No. 9]. A true and correct copy of the Crusader criminal judgment is attached to this Declaration as Exhibit Exhibit 1, at 5 (Crusader Criminal Judgment). 19 Plea Agreement, at 2 [ECF No. 5] in United States v. Crusader Servicing Corp., 12-CR-644 (D.N.J.)[ECF No. 5]. A true and correct copy of the Crusader Plea Agreement is attached to this Declaration as Exhibit See United States v. Mercer S.M.E., Inc., 2:12-CR-832-DMC (D.N.J.)

21 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 21 of 158 PageID: 6248 bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey. 28. According to Mercer s plea agreement, the volume of liens that Mercer conspired on was $211,000 during the relevant time period. 21 This is the value of the entire amount of liens, not just the interest associated with the liens. In connection with its guilty plea, Mercer was sentenced to pay a $15,000 fine, payable in installments. 22 k. Norman T. Remick Criminal Proceedings 29. On April 25, 2013, defendant Norman T. Remick pled guilty to violating the Sherman Act for his role in the conspiracy. 23 The information accompanying defendant Remick s guilty plea states: From in or about the beginning of 2007 until approximately February 2009, the exact dates being unknown to the United States, NORMAN T. REMICK, the defendant, and his Co-Conspirators, entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey. 21 Plea Agreement, at 4 [ECF No. 5] in United States v. Mercer S.M.E., Inc., 12- CR-832-DMC (D.N.J.). A true and correct copy of the Mercer Plea Agreement is attached to this Declaration as Exhibit Judgment Against Mercer S.M.E., at p. 5 [ECF No. 9] in United States v. Mercer S.M.E., 12-CR-832 (D.N.J.). A true and correct copy of the Mercer criminal judgment is attached to this Declaration as Exhibit See United States v. Remick, 2:13-CR-282-DMC (D.N.J.)

22 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 22 of 158 PageID: According to Remick s plea agreement, the volume of liens that Remick conspired on was $330,000 during the relevant time period. 24 This is the value of the entire amount of liens, not just the interest associated with the liens. In connection with his guilty plea, Remick was sentenced to pay a $20,000 fine. 25 l. Michael Mastellone Criminal Proceedings 31. On September 30, 2013, defendant Michael Mastellone pled guilty to violating the Sherman Act for his role in the conspiracy. 26 The information accompanying defendant Mastellone s guilty plea states: From in or about 2000 until approximately February 2009, the exact dates being unknown to the United States, MICHAEL MASTELLONE, the defendant, and his co-conspirators, entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey. 32. According to Mastellone s plea agreement, the volume of liens that Mastellone conspired on was $166,000 during the relevant time period. 27 This is 24 Plea Agreement, at 4 [ECF No. 5] in United States v. Remick, 13-CR-282 DMC (D.N.J.). A true and correct copy of Remick s plea agreement is attached to this Declaration as Exhibit Judgment against Remick, at 6 [ECF No. 13] in United States v. Remick, 13- CR-282 -DMC (D.N.J.). A true and correct copy of the Remick criminal judgment is attached to this Declaration as Exhibit See United States v. Mastellone, 2:13-CR SDW (D.N.J.). 27 Plea Agreement, at 6 [ECF No. 5] in United Stated v. Mastellone, 13-CR- 643-SDW (D.N.J.). A true and correct copy of Mastellone s plea agreement is attached to this Declaration as Exhibit

23 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 23 of 158 PageID: 6250 the value of the entire amount of liens, not just the interest associated with the liens. Mastellone has not yet been sentenced, although, according to the docket sheet in U.S. v. Mastellone, his sentencing is scheduled for April 27, m. Robert U. Del Vecchio, Sr. Criminal Proceedings 33. On September 30, 2013, defendant Robert U. Del Vecchio, Sr. pled guilty to violating the Sherman Act for his role in the conspiracy. 28 The information accompanying defendant Del Vecchio s guilty plea states: From in or about 2000 until approximately December 2008, the exact dates being unknown to the United States, Robert U. Del Vecchio, Sr., the defendant, and his co-conspirators, entered into and engaged in a combination and conspiracy to suppress and eliminate competition by submitting non-competitive and collusive bids at certain public auctions for tax liens conducted by municipalities within the District of New Jersey. 34. According to Del Vecchio s plea agreement, the volume of liens that Del Vecchio conspired on was $320,000 during the relevant time period. 29 This is the value of the entire amount of liens, not just the interest associated with the 28 See United States v. Del Vecchio, 2:13-CR-642-DMC (D.N.J.). 29 Plea Agreement, at 4 [ECF No. 5] in United States v. Robert U. Del Vecchio, Sr., 13-CR-642-DMC (D.N.J.). A true and correct copy of Del Vecchio s plea agreement is attached to this Declaration as Exhibit

24 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 24 of 158 PageID: 6251 liens. In connection with his guilty plea, Del Vecchio was sentenced to pay a criminal fine of $20, n. Vinaya K. Jessani Criminal Proceedings 35. On May 12, 2014, defendant Vinaya K. Jessani pled guilty to violating the Sherman Act for his role in the conspiracy. 31 According to the criminal information to which he pled, Jessani was a Senior Vice President and Portfolio Manager for Company 1, which plaintiffs believe is one of the Sass Entities. Further, the plea agreement stated that Jessani was responsible for managing a number of Company 1 s municipal tax lien portfolios and overseeing Company 1 s day-to-day operations, including supervising the bidders who were authorized to bid on behalf of Company 1 at municipal tax lien auctions in New Jersey. The criminal information further states: Beginning at least as early as 1994 and continuing until as late as February 2009, the exact dates being unknown to the United States, in the District of New Jersey and elsewhere, Vinaya K. Jessani and his co-conspirators entered into and engaged in a combination and conspiracy to suppress and eliminate competition for the purchase of municipal tax liens sold at certain auctions within the District of New Jersey, by allocating and submitting collusive and non-competitive bids for the purchase of said tax liens. The combination and conspiracy engaged in by Jessani and his co-conspirators 30 Criminal Judgment, at 5 [ECF No. 11] in United States v. Del Vecchio, 13- CR-642-DMC (D.N.J.). A true and correct copy of Del Vecchio s criminal judgment is attached to this Declaration as Exhibit See United States v. Jessani, 2:14-CR-264-SDW (D.N.J.)

25 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 25 of 158 PageID: 6252 was an unreasonable restraint of interstate trade and commerce in violation of Section 1 of the Sherman Act (15 U.S.C. 1). 36. According to Jessani s plea agreement, the volume of liens that Jessani conspired on, was more than $10,000,000, during the relevant time period. 32 This is the value of the entire amount of liens, not just the interest associated with the liens. Jessani has not yet been sentenced, although, according to the docket sheet in United States v. Jessani, his sentencing is scheduled for April 25, o. Indictment of Six Individuals and Entities 37. In addition to these guilty pleas, in November 2013, Joseph Wolfson, Betty Simon, Trustee LLC Richard Simon, Trustee, Gregg Gehring, James Jeffers, Jr., and Robert Jeffrey were indicted for violating the Sherman Act in connection with their alleged participation this the conspiracy. 33 Prior to trial, the Department 32 Plea Agreement, at 7 [ECF No. 4] in United States v. Vinaya K. Jessani, 14- CR-264-SDW (D.N.J.). A true and correct copy of Jessani s plea agreement is attached to this Declaration as Exhibit See Indictment in United States v. Wolfson, et al., 2:13-CR-748 SDW (D.N.J.). A true and correct copy of the indictment is attached to this declaration as exhibit 11. Robert Jeffrey was originally named as a defendant by plaintiffs in their Consolidated Master Class Action Complaint filed in December Plaintiffs obtained a default judgement against Mr. Jeffrey, see ECF No. 246, but, based upon Lead Counsel s investigation, plaintiffs do not believe Jeffrey has any meaningful assets. Jeffrey was represented by a public defender in United States v. Wolfson, et al., 2:13-CR-748 (D.N.J.). If plaintiffs learn that he in fact has assets, plaintiffs reserve the right to enforce the default judgment

26 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 26 of 158 PageID: 6253 of Justice dismissed the indictment as to Gregg Gehring. 34 According to press reports, at trial, the Government presented numerous wiretaps which purportedly captured conspiratorial conversations between the defendants. Notwithstanding this evidence, as well as other evidence, the jury acquitted all defendants except for James Jeffers who, plaintiffs believe, was a former employee of defendant Crusader. 35 B. Initial Investigation and Commencement of Proceedings, and Appointment of Interim Class Counsel 38. Following the initial guilty pleas, in March 2012, Ms. Jeanne Van Duzer Lang Boyer filed the first class action complaint alleging a conspiracy amongst various bidders at public tax lien auctions in New Jersey in the Superior Court of New Jersey Chancery Division, Hunterdon County. 36 Ms. Boyer was a New Jersey property owner who had failed to pay her property taxes, and a property tax lien arose on her property and was sold to a bidder at a public auction in New Jersey. Ms. Boyer was represented by, among others, Michael Perle, one of plaintiffs counsel in this case. 34 See Order for Dismissal [ECF No. 145] in United States v. Wolfson, et al., 2:13-CR-748-SDW (D.N.J.). A true and correct copy of the Order for Dismissal is attached to this Declaration as Exhibit See Jury Verdict Form [ECF No. 188] in United States v. Wolfson, et al., 2:13-CR-748 (D.N.J.). A true and correct copy of the Jury Verdict Form is attached to this Declaration as Exhibit Boyer v. Stein, et al., Docket No. C , N.J. Sup. Ct. Ch. Div., Hunterdon Cnty

27 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 27 of 158 PageID: On or about March 28, 2012, defendants Crusader, Royal Bancshares of Pennsylvania, Inc., and RTLS filed a notice of removal of Ms. Boyer s class action in this Court. 37 Thereafter, seven additional class actions were filed in the District of New Jersey as follows: Contarino, et al. v. M.D. Sass Assocs., Inc., et al., 38 ; MSC, LLC v. Collins, et al., 39 ; English v. CCTS, LLC, et al., 40 ; Ledford, et al. v. Stein, et al., 41 ; T&B Assocs., Inc. v. Collins, et al., 42 ; Jacobs, et al. v. Collins, et al., 43 ; and Senatore Builders v. Rothman, et al With respect to each of these complaints, plaintiffs counsel were required to investigate the facts and the law, and identify the proper defendants. Some plaintiffs counsel learned of illegal conduct with respect to tax lien auctions in other jurisdictions, including Maryland. Plaintiffs later learned that the guilty pleas in Maryland, once publicized, led defendants here to end their conspiracy in or around February Then, having amassed this information, plaintiffs counsel prepared, reviewed and filed the complaints. 37 In re New Jersey Tax Sales Certificates Antitrust Litig., 3:12-CV-1893 (D.N.J.), ECF No :12-CV-1957 (D.N.J.) (filed March 30, 2012). 39 3:12-CV-2395 (D.N.J.) (filed April 20, 2012). 40 3:12-CV-2644 (D.N.J.) (filed May 2, 2012). 41 3:12-CV-2869 (D.N.J.) (filed May 11, 2012). 42 3:12-CV-3010 (D.N.J.) (filed May 18, 2012). 43 3:12-CV-3692 (D.N.J.) (filed June 18, 2012). 44 3:12-CV-4050 (D.N.J.) (filed June 29, 2012)

28 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 28 of 158 PageID: In connection with the filing of the complaints, plaintiffs generally sought to minimize costs of serving process on the defendants. Since some of the defendants had already appeared in criminal proceedings, those plaintiffs sought to conserve resources, for the benefit of the class, by serving the complaint upon criminal counsel. Many of the defendants who had appeared in criminal proceedings agreed to accept service of the complaint, thereby saving the class thousands of dollars in service of process costs that would otherwise have been incurred, and for which plaintiffs counsel would now be seeking reimbursement from the settlement funds. 42. Following the filing of these initial complaints, plaintiff MSC prepared and filed a motion to consolidate all of the cases pursuant to Fed. R. Civ. P. 42, and also for the appointment of Lite DePalma Greenberg, LLC ( LDG ) and Hagens Berman Sobol Shapiro LLP ( HBSS ) as Interim Class Counsel. 45 The motion was filed on April 27, Following the motion to consolidate, Judge Bongiovanni set a telephone conference for May 22, 2012, to address the motion to consolidate Many of the counsel who represented plaintiffs, as well as defense counsel, appeared at the conference. As a result of the conference, Judge 45 ECF No ECF No

29 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 29 of 158 PageID: 6256 Bongiovanni ordered that the parties were to meet and confer with respect to whether the various cases should be consolidated. 47 In addition, the judge ordered that all plaintiffs counsel who wished to apply for lead counsel do so by June 8, On June 8, 2012, two separate applications for lead counsel were filed. 49 One application sought to have LDG appointed as Interim Liaison Counsel, and Hausfeld and HBSS appointed as Co-Class Counsel. 50 The other application sought the appointment of Trujillo Rodriguez & Richards LLC as Interim Class Counsel. 51 In addition, on June 11, 2012, Judge Bongiovanni entered an order consolidating all of the cases, and ordered that following the appointment of lead counsel, the parties were to meet and confer on a schedule for a consolidated amended complaint Judge Shipp then held a hearing on October 11, 2012, at which, among other things, he heard argument on the competing motions for lead counsel. Following the hearing, Judge Shipp issued an opinion in which he appointed LDG as Interim Liaison Counsel, and HBSS and Hausfeld as co-interim Class 47 ECF No Id. 49 See ECF Nos. 50, 51, 52, and ECF No ECF No ECF No

30 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 30 of 158 PageID: 6257 Counsel. 53 In connection his appointment of lead counsel, Judge Shipp held that Hausfeld and HBSS are firms with relevant class action litigation experience Hausfeld and HBSS have also performed a great deal of work investigating the facts underlying these cases LDG has engaged in a substantial amount of antitrust litigation in the District of New Jersey. 54 Ultimately, Judge Shipp held that Hausfeld, HBSS and LDG, after careful consideration [are] best able to represent the interests of the class In fact, LDG, Hausfeld, and HBSS have extensive experience litigating class actions generally, and antitrust class actions specifically. Collectively, the firms possess hundreds of years of antitrust class action experience, and have recovered billions of dollars for victims of illegal antitrust conspiracies In addition to hearing argument on lead counsel, Judge Shipp heard from all parties concerning preliminary issues such as discovery and an amended 53 ECF No Id., at Id., at 4. The order appointing Interim Class Counsel and Interim Liaison Counsel can be found at ECF No The firm resumes of HBSS and Hausfeld describing the relevant experience of Interim Class Counsel were previously submitted to the Court. See Exhibits B and C to the April 4, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, Appointment of Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF Nos and 217-5]

31 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 31 of 158 PageID: 6258 complaint. In connection with this hearing, plaintiffs counsel was required to prepare for the conference. 48. Even prior to being appointed lead counsel, however, Hausfeld, HBSS, and LDG engaged in a substantial amount of work to advance this case on behalf of plaintiffs. The firms performed extensive legal research on the New Jersey state law governing public tax lien auctions in the state of New Jersey. Because of the publicity this suit engendered, a number of additional class members also contacted the three law firms. All three firms interviewed a number of potential plaintiffs in order to learn more about their particular circumstances. 49. In addition, these three firms (and, in some cases, with the assistance of other plaintiffs counsel) also engaged in substantive settlement negotiations, and received certain information concerning the alleged conspiracy, from counsel for defendants David Farber, David Butler and their related entities. Although, at the time these discussions began, counsel for these defendants were somewhat constrained as to what they could disclose, they were able to disclose important details about the conspiracy, and how tax lien auctions functioned. In addition, certain plaintiffs counsel also met with counsel for defendant William A. Collins. 50. Moreover, HBSS learned, through its own research, that the Borough of Newfield, New Jersey was one of the municipalities that the Department of Justice believed held rigged auctions. HBSS then issued a New Jersey Open Public

32 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 32 of 158 PageID: 6259 Records Act ( OPRA ) request to Newfield to obtain relevant information concerning some of their tax sales. Ultimately, Newfield produced hundreds of pages of documents to Lead Counsel. These documents included actual tax sale certificates, and the grand jury subpoena issued to Newfield, among other documents. Lead Counsel then carefully reviewed these documents and, from them, was able to identify particular bidders as some of the defendants, and the identities of potential new defendants that, at that time, were not publicly known. Lead Counsel (prior to be being appointed) also subpoenaed the National Tax Lien Association ( NTLA ), a national association in which several of the defendants were members. The subpoena sought documents from NTLA that would aid in determining whether defendants attended some of the same NTLA meetings in furtherance of the alleged conspiracy. 51. The New Jersey Tax Sale Law, which can be quite punitive to delinquent taxpayers, permits a lienholder to foreclose on the property owner when the delinquent tax debt is not paid (or redeemed) within a certain period of time, and then, once the property has been foreclosed, the lienholder may retain the proceeds of the sale. There was concern that, under New Jersey law, class members properties might be foreclosed upon by their respective TSC holders in order to recover the amount owed on the TSCs. Lead Counsel and other plaintiffs counsel spent considerable time researching the feasibility of obtaining a statewide

33 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 33 of 158 PageID: 6260 preliminary injunction in this Court enjoining all defendants, even those who had not pled guilty, from foreclosing on any property because of the potential that some of the defendants liens were acquired illegally in connection with the conspiracy. Such an injunction would have been premised on the theory that under the New Jersey Tax Sale Law, the TSCs acquired by the defendants in connection with the conspiracy would have been subject to complete forfeiture. The research included the ability of a federal court to enjoin state court proceedings and the interplay with the Anti-Injunction Act. Ultimately, following that extensive research and careful consideration, Lead Counsel reluctantly determined that they would not be successful in obtaining a preliminary injunction on a class-wide basis, on the record that existed at that time, and thus, concluded that they would not move for a preliminary injunction. Among other things, even those defendants who had pled guilty limited those pleas to portions of the Class Period of this case only, so that even as to those defendants, plaintiffs would have been unlikely to obtain a blanket injunction against foreclosures. As explained in more detail below, the Court ultimately rejected plaintiffs arguments concerning the application of the New Jersey Tax Sale Law to these facts, and dismissed those claims with prejudice

34 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 34 of 158 PageID: 6261 C. Continued Investigation and Preparation of Amended Complaint 52. Following their appointment, Lead Counsel negotiated a preliminary schedule with defendants concerning the initial pleadings in the case. The agreed upon schedule was as follows: an amended consolidated complaint was to be filed by December 21, 2012; defendants time to answer or move with respect to the amended complaint was February 19, 2013; the time for plaintiffs to respond to any motion to dismiss was April 5, 2013; and defendants reply was April 25, The Court so ordered this schedule on November 14, Later, this schedule would be revised, pushing back defendants time to answer or move from February 19 to March 8, 2013, plaintiffs time to respond to any motion to dismiss from April 5 to April 24, 2013, and defendants reply from April 25 to May 22, With the schedule for the filing of the amended complaint set, Lead Counsel and other plaintiffs counsel intensified their investigation in order to prepare a robust complaint which could withstand defendants anticipated motions to dismiss. 54. Lead Counsel, as well as other plaintiffs counsel (but only as directed by Lead Counsel), performed a significant amount of legal research on the various 57 See proposed order submitted as part of ECF No ECF No February 19, 2013 Consent Order at ECF No

35 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 35 of 158 PageID: 6262 causes of action they wished to assert. In particular, plaintiffs wished to bring a cause of action under the New Jersey Tax Sale Law seeking forfeiture by the defendants of the tax liens they acquired and which were tainted by the conspiracy. This was a novel application of the New Jersey Tax Sale Law, and plaintiffs thoroughly researched this issue. In addition to the causes of action asserted, there were other legal issues which needed to be considered, such as the Rooker- Feldman doctrine, which were researched and evaluated. 55. Another initial task was to obtain information from all plaintiffs named in the various initial complaints as to their backgrounds and the nature of the tax lien imposed upon their real property, in order to ensure that the named plaintiffs had standing to assert a claim and did not suffer from other infirmities. Questionnaires were prepared and sent to each potential plaintiff in order to obtain this information, and each plaintiff was also interviewed by either Lead Counsel or other plaintiffs counsel. From this information, certain of the plaintiffs were selected as named plaintiffs. 56. Lead Counsel also consulted with economists who specialize in, among other things, the economic considerations of a bid-rigging and customer allocation case, and how economic evidence could be developed to prove the plaintiffs allegations and damages on a class-wide basis

36 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 36 of 158 PageID: Another key source of information for the amended complaint was from certain of the defendants themselves. Even prior to being appointed as Lead Counsel, Lead Counsel had several conversations with counsel for certain of the defendants, in order to learn information about the alleged conspiracy, and to explore settlement. Following the appointment of Lead Counsel, the frequency and substance of those conversations with certain defense counsel increased. For example, in between the appointment of Lead Counsel and the filing of the plaintiffs amended complaint, Lead Counsel had at least five conversations with counsel for the Butler/Farber Defendants concerning a potential settlement, and the factual information that the Butler/Farber Defendants could provide pursuant to any settlement. These conversations culminated in a day-long meeting at the offices of Duane Morris in Philadelphia with counsel for the Butler/Farber Defendants, as well as representatives from Lead Counsel. In addition to discussing settlement, which is further detailed below, counsel for the Butler/Farber Defendants provided a detailed overview of those defendants role in the conspiracy, the mechanics of New Jersey TSC auctions, the geographic scope of the conspiracy, and the identities of other conspirators that had not previously been made public. Following the meeting, but before the filing of the amended complaint, additional conversations occurred between Lead Counsel and counsel

37 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 37 of 158 PageID: 6264 for the Butler/Farber Defendants, including follow-up questions arising from the in-person meeting. 58. In addition, the Butler/Farber Defendants produced to Lead Counsel the documents they produced to the DOJ in connection with their criminal investigation. This production, which consisted of over 25,000 pages of materials, included the Butler/Farber Defendants bid books, in which they recorded some of their conspiratorial activities by handwritten notation. The Butler/Farber Defendants also assisted Lead Counsel interpreting the handwritten notations on their bid-books. Without the Butler/Farber Defendants interpretation of the handwritten notations, the bid books might have been of little value. 59. In addition to what Lead Counsel learned through the Butler/Farber Defendants, Lead Counsel obtained information concerning the conspiracy from other defendants, including Rothman and Collins. Like the Butler/Farber Defendants, these defendants detailed their role in the conspiracy, the mechanics of New Jersey tax lien auctions, the geographic scope of the conspiracy, and the identities of other conspirators which were not yet known. 60. Lead Counsel also became aware of an Illinois litigation in which certain of the Sass Defendants were named as defendants, and were alleged to have colluded with other buyers of tax liens in Cook County, Illinois. The defendants there were sued under RICO, among other causes of action. Following a jury trial,

38 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 38 of 158 PageID: 6265 the jury found for plaintiffs, and Sass was ordered to pay approximately $2.5 million in compensatory damages, and $2 million in punitive damages. Lead Counsel contacted plaintiffs counsel in the Illinois case, and obtained useful information from them, including the trial transcripts, which contained the testimony of the various Sass executives who testified, including the testimony of Vinaya Jessani. At trial, Jessani was asked questions about the New Jersey tax liens market and the criminal investigation into that market. Jessani asserted his Fifth Amendment rights in response to certain questions. Through these materials, Lead Counsel were able to identify other individuals at the Sass Entities who were also involved in the alleged conspiracy in New Jersey. Ultimately, these individuals were named in the Consolidated Amended Master Class Action Complaint. 61. In addition, Lead Counsel also researched criminal investigations into other tax lien auctions in other jurisdictions, in an attempt to find any overlap of defendants or other information that might have been useful. 62. Lead Counsel were also required to research and locate some of the defendants who were not publicly known. Lead Counsel utilized the services of an in-house private investigator to locate these individuals. 63. Pursuant to the schedule previously ordered by the Court, on December 21, 2012, plaintiffs filed their Consolidated Master Class Action

39 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 39 of 158 PageID: 6266 Complaint. 60 The Consolidated Master Class Action Complaint was 79 pages in length, and contained causes of action under the federal Sherman Act, the New Jersey Antitrust Act, two causes of action under the New Jersey Tax Lien Law, a claim for unjust enrichment, and a claim for declaratory judgment. The complaint was brought on behalf of the plaintiffs, and a class consisting of [a]ll persons who owned real property in the State of New Jersey and who had a Tax Sale Certificate issued with respect to their property that was purchased by a Defendant during the Class Period at a public auction in the State of New Jersey at an interest rate above 0%. The complaint also contained seven exemplar auctions, obtained through Lead Counsel s investigative efforts, which Lead Counsel believed were affected by the defendants conspiracy. In addition, the complaint contained additional information developed by Lead Counsel concerning the inner workings of the alleged conspiracy. D. Initial Efforts at Discovery and Continued Investigation 64. Shortly after the filing of the Consolidated Amended Master Class Action Complaint, Lead Counsel initiated discussions with defense counsel concerning the commencement of discovery, and plaintiffs prepared draft discovery to serve upon the defendants. However, under the Local Civil Rules, in order to initiate discovery, parties must first engage in a conference with the Court 60 See ECF No

40 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 40 of 158 PageID: 6267 pursuant to Local Civil Rule 16. Only then can parties conduct a conference pursuant to Fed. R. Civ. P. 26(f) and begin discovery. 65. Lead Counsel conferred with defense counsel on at least three occasions in late 2012 and early 2013, in an effort to obtain their consent to have the Court entertain a conference pursuant to Local Civil Rule 16. In addition, Lead Counsel conferred with prosecutors from the Department of Justice in order to obtain their agreement not to oppose plaintiffs efforts at discovery in light of the ongoing criminal investigation. After several rounds of negotiations with the Department of Justice, the DOJ ultimately agreed not to oppose certain of plaintiffs discovery efforts. Notwithstanding the DOJ s decision to permit some discovery to go forward, defendants made it clear they would not agree to commencement of any form of discovery, or a Rule 16 conference with the Court, until after dispositive motion practice. 66. Thus, on March 19, 2013, Lead Counsel wrote to Judge Bongiovanni requesting a conference with the Court pursuant to Local Civil Rule 16, so that discovery could commence. 61 Defendants opposed plaintiffs efforts at initiating discovery, and filed two letters with the Court setting forth their position that discovery should not commence until, at the earliest, following dispositive motion 61 ECF No

41 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 41 of 158 PageID: 6268 practice. 62 On March 22, 2013, by docket entry, Judge Bongiovanni denied plaintiffs request for a Rule 16 scheduling conference, and ordered that discovery be held in abeyance during the pendency of the motions to dismiss Notwithstanding the lack of formal discovery, plaintiffs, through Lead Counsel, continued to amass additional information about the conspiracy. On January 28, 2013, counsel for Collins also provided a proffer detailing Collins participation in the conspiracy, and other relevant information concerning the alleged conspiracy. In addition, in early March 2013, counsel for Rothman provided an all-day proffer in New York at which Rothman s knowledge of the conspiracy and the tax liens market was detailed. Finally, Lead Counsel continued to regularly confer with counsel for the Butler/Farber Defendants to gather more information. Further, in order to be as helpful as possible, counsel for the Butler/Farber Defendants permitted Lead Counsel to call Butler and/or Farber directly and ask whatever questions they wished. Over the course of the litigation, Lead Counsel had dozens of conversations with Butler and Farber concerning the conspiracy, other defendants participation in the conspiracy, which auctions they knew were rigged, and the functioning of the New Jersey tax liens market. 62 ECF No. 202; ECF No ECF No

42 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 42 of 158 PageID: Lead Counsel also located and established contact with the former spouse of a named individual defendant who was employed by one of the larger defendants. Lead Counsel spoke to and met with this person on numerous occasions and was able to obtain important information concerning this defendant s (and others ) participation in the conspiracy. 69. Although Judge Bongiovanni had previously denied plaintiffs request for an initial conference pursuant to Local Civil Rule 16 as to most defendants, plaintiffs separately sought discovery from the Crestar Defendants. Unlike all other defendants who moved to dismiss plaintiffs Consolidated Master Class Action Complaint, on March 8, 2013, the Crestar Defendants instead answered the complaint. 64 Therefore, on April 26, 2013, plaintiffs separately sought a Local Civil Rule 16 conference to begin discovery against the Crestar Defendants. 65 On April 29, 2013, the Crestar Defendants opposed the request. On April 30, 2013, Judge Bongiovanni denied plaintiffs request for a Local Civil Rule 16 conference with respect to the Crestar Defendants. 66 E. The Defendants Motions to Dismiss 70. Pursuant to the February 19, 2013 scheduling order of the Court, on March 8, 2013, defendants served their motions to dismiss the Consolidated Master 64 ECF No ECF No ECF No

43 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 43 of 158 PageID: 6270 Class Action Complaint in its entirety. In total, the following seven separate motions to dismiss were filed: 1) motion to dismiss and memorandum filed by American Tax Funding, LLC, BBX Capital Corporation, Fidelity Tax, LLC, and Plymouth Park Tax Services, LLC; 67 2) a motion and memorandum filed by defendants American Tax Funding, LLC, BBX Capital Corporation, Betty Simon Trustee, LLC, Fidelity Tax, LLC, M.D. Sass Investors Services, Inc., M.D. Sass Municipal Finance Partners - I, L.P., M.D. Sass Municipal Finance Partners - III, LLC, M.D. Sass Municipal Finance Partners - IV, LLC, M.D. Sass Municipal Finance Partners - V, LLC, M.D. Sass Municipal Finance Partners - II, L.P., M.D. Sass Municipal Finance Partners - VI, LLC, M.D. Sass Tax Lien Management LLC, Mooring Tax Asset Group, LLC, Plymouth Park Tax Services, LLC, Richard Simon Trustee, Royal Bancshares of Pennsylvania, Inc., Royal Bank America, Royal Tax Lien Services LLC, and Joseph Wolfson 68 ; 3) motion to dismiss by Vinaya K. Jessani; 69 4) motion to dismiss and memorandum of M.D. Sass Investors Services, Inc., M.D. Sass Municipal Finance Partners - I, L.P., M.D. Sass Municipal Finance Partners - III, LLC, M.D. Sass Municipal Finance Partners - IV, LLC, M.D. Sass Municipal Finance Partners - V, LLC, M.D. Sass Municipal Finance Partners - II, L.P., M.D. Sass Municipal Finance Partners - VI, LLC, M.D. 67 ECF No Certain defendants joined in more than one motion to dismiss. 68 ECF No ECF No

44 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 44 of 158 PageID: 6271 Sass Tax Lien Management LLC; 70 5) motion to dismiss and memorandum of defendants Phoenix Funding, Inc. and Benedict Caiola 71 ; 6) motion to dismiss and memorandum of defendant MTAG Services, LLC (as well as several declarations attaching numerous documents); 72 and 7) motion to dismiss and memorandum of defendants Royal Tax Lien Services, LLC, Royal Bancshares of Pennsylvania, Inc. and Royal Bank America. 73 In total, the briefs alone submitted by the defendants comprised approximately 140 pages. Some of the motions also contained exhibits and declarations, which comprised additional pages and to which plaintiffs had to respond to. 71. In their motions to dismiss, defendants raised a number of arguments, all of which needed to be reviewed, researched and opposed. One of defendants primary arguments was that all of plaintiffs claims were barred by the Filed Rate Doctrine. In addition, defendants argued that plaintiffs claims were not pled with the requisite particularity under Bell Atlantic v. Twombly. Third, defendants argued that plaintiffs had failed to plead a violation of the New Jersey Tax Sale Law. Fourth, defendants claimed plaintiffs lacked standing to assert their antitrust 70 ECF No ECF No ECF No ECF No

45 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 45 of 158 PageID: 6272 claims. And finally, defendants argued that many, if not all, of plaintiffs claims were barred by statutes of limitations. 72. Some defendants also raised arguments unique to themselves. For example, defendant MTAG argued that it was formed after the conspiracy ended, and plaintiffs were seeking to hold MTAG liable only based on MTAG s relationship with defendant Mooring Tax Asset Group. MTAG claimed that its only relationship with Mooring was through an asset purchase agreement in which MTAG purchased some of the assets of Mooring, and that plaintiffs would not be able to establish successor or alter ego liability against MTAG. In addition, several of the defendants who had not pled guilty or been indicted filed a separate brief, seeking to distinguish themselves from those who had. 73. In order to properly respond to these motions to dismiss, Lead Counsel carefully reviewed each motion, reviewed all of the defendants cited authority, and decided upon how the arguments and issues were to be addressed in plaintiffs opposition. Given the large amount of material plaintiffs were to respond to in defendants motions, Lead Counsel assigned some aspects of the response to themselves, and delegated other aspects of the opposition to other plaintiffs counsel. 74. As noted above, Lead Counsel researched and drafted certain sections of the opposition. Once they received the sections drafted by other plaintiffs

46 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 46 of 158 PageID: 6273 counsel, Lead Counsel reviewed these sections carefully and in some instances asked those counsel to perform additional follow-up on the material they prepared. Once they received the final work-product of other plaintiffs counsel, Lead Counsel integrated the portions of the opposition they drafted with those portions drafted by other plaintiffs counsel firms, to create a single uniform opposition brief. On May 15, 2013, plaintiffs filed an 89 page brief in opposition to all but one of the motions to dismiss. 74 Because of the unique issues raised by MTAG, which were not relevant to the other defendants, plaintiffs filed a separate second 25 page brief opposing MTAG s motion to dismiss. 75 F. Preparation and Filing of Additional Complaint 75. Based on plaintiffs ongoing investigation, plaintiffs had identified some additional defendants, who were not known to plaintiffs at the time of filing the Consolidated Master Class Action Complaint. Therefore, in September 2013, plaintiffs prepared a new class action complaint and filed the complaint in United States District Court for the District of New Jersey. The case was captioned Bauer, et al. v. Green, et al ECF No ECF No :13-CV-5541 (D.N.J.) (filed September 17, 2013)

47 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 47 of 158 PageID: The complaint named the following additional defendants: William S. Green (a principal of Crestar), Norman T. Remick, Isaac Moradi, 77 Michael Mastellone, Pat Carabellese, PAM Investors, Heartwood 55, LLC (an entity affiliated with the BankAtlantic Defendants), and Robert U. Del Vecchio and Robert U. Del Vecchio Pension Trust At the time the plaintiffs filed this new complaint, defendants Mastellone and Del Vecchio had not been publicly identified as being under criminal investigation. Rather, through information independently developed by Lead Counsel, Lead Counsel learned of their participation in the conspiracy and named them as additional defendants. As it turned out, approximately two weeks following the filing of this complaint, it was publicly revealed that both Mastellone and Del Vecchio had agreed to plead guilty to participating in the conspiracy. G. Crestar s Motion for Judgment on the Pleadings 78. Even though they had previously answered the Consolidated Master Class Action Complaint, in September 2013, the Crestar Defendants made a motion for a judgment on the pleadings, pursuant to Fed. R. Civ. P. 12(c). 79 In connection with their motion, the Crestar Defendants filed a 14 page brief. In their 77 Moradi was later dismissed after further investigation revealed that he was not a proper defendant. 78 See complaint filed in 3:13-cv-5541 at ECF No ECF No

48 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 48 of 158 PageID: 6275 motion, the Crestar Defendants argued that plaintiffs allegations did not plausibly suggest that the Crestar Defendants participated in the alleged conspiracy. In addition to their motion for judgment on the pleadings, the Crestar Defendants also sent Lead Counsel a letter alleging that the plaintiffs naming of the Crestar Defendants violated Fed. R. Civ. P. 11, and requested that plaintiffs dismiss their claim against the Crestar Defendants or face an application for sanctions Lead Counsel reviewed the Crestar Defendants motion, and the cases cited therein. Lead Counsel then prepared an eight page opposition brief refuting the Crestar Defendants arguments. The brief was submitted on September 24, H. Defendants Replies in Support of Various Motions to Dismiss 80. Beginning on June 26, 2013, defendants began filing their reply briefs in further support of their motions to dismiss. In total, the defendants collectively filed nine briefs totaling more than 90 pages of additional briefing as follows: 1) reply brief filed on June 26 by American Tax Funding, LLC, BBX Capital Corporation, Fidelity Tax, LLC, and Plymouth Park Tax Services, LLC; 82 2) a reply brief filed July 3, 2013 by American Tax Funding, LLC, BBX Capital 80 See September 27, 2013 letter from Matthew Faranda-Diedrich to Bruce D. Greenberg, a true and correct copy of which is attached to this Declaration as Exhibit ECF No ECF No

49 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 49 of 158 PageID: 6276 Corporation, Betty Simon Trustee, LLC, Fidelity Tax, LLC, M.D. Sass Investors Services, Inc., M.D. Sass Municipal Finance Partners - I, L.P., M.D. Sass Municipal Finance Partners - III, LLC, M.D. Sass Municipal Finance Partners - IV, LLC, M.D. Sass Municipal Finance Partners - V, LLC, M.D. Sass Municipal Finance Partners - II, L.P., M.D. Sass Municipal Finance Partners - VI, LLC, M.D. Sass Tax Lien Management LLC, Mooring Tax Asset Group, LLC, Plymouth Park Tax Services, LLC, Richard Simon Trustee, Royal Bancshares of Pennsylvania, Inc., Royal Bank America, Royal Tax Lien Services LLC, Phoenix Funding, Inc., and Benedict Caiola, and Joseph Wolfson; 83 3) a reply brief filed July 3, 2013 by M.D. Sass Investors Services, Inc., M.D. Sass Municipal Finance Partners - I, L.P., M.D. Sass Municipal Finance Partners - III, LLC, M.D. Sass Municipal Finance Partners - IV, LLC, M.D. Sass Municipal Finance Partners - V, LLC, M.D. Sass Municipal Finance Partners - II, L.P., M.D. Sass Municipal Finance Partners - VI, LLC, M.D. Sass Tax Lien Management LLC; 84 4) a reply brief filed July 3, 2013 by defendant Vinaya Jessani 85 ; 5) a reply brief filed July 3, 2013 by Royal Tax Lien Services, LLC, Royal Bancshares of Pennsylvania, Inc. and Royal Bank America 86 ; 6) reply brief filed by defendants Benedict Caiola and Phoenix 83 ECF No ECF No ECF No ECF No

50 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 50 of 158 PageID: 6277 Funding, Inc. 87 ; 7) reply brief filed July 3, 2013 by defendant MTAG Services, LLC 88 ; 8) reply brief filed July 3, 2013 by Mooring Tax Asset Group, LLC 89 ; and 9) a reply brief filed July 3, 2013 by defendants Gary I. Branse and Michael G. Deluca Each of these reply briefs and other supporting pleadings were carefully reviewed by Lead Counsel, and the arguments raised and cases cited in the briefs were carefully analyzed. Ultimately, Lead Counsel determined none of the issues raised in any of the briefs required any further response from plaintiffs. Following the filing of the reply briefs, on August 28, 2013, Judge Yolanda Ciccone, a New Jersey state court judge in Hunterdon County, rendered a decision in a foreclosure action in a related proceeding in Crusader Servicing Corp. v. Boyer, et al., Docket HNT-F In that foreclosure action brought by Crusader, the defendant, Ms. Boyer, filed counterclaims against Crusader under the New Jersey Tax Sale Law, based on Crusader s involvement in the conspiracy. Crusader moved to dismiss the New Jersey Tax Sale Law claims asserted by Boyer, arguing, among other things, there was no private right of action under the New Jersey Tax Sale Law. In relevant part, Judge Ciccone denied Crusader s 87 ECF No ECF No ECF No ECF No

51 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 51 of 158 PageID: 6278 motion to dismiss these claims. Because there were so few reported cases with respect to plaintiffs New Jersey Tax Sale Law claims, plaintiffs regarded this as an important development and submitted the decision to the Court for its consideration in connection with defendants various motions to dismiss. 91 Defendants submitted letters in reply arguing the New Jersey state court decision was inapplicable. 92 I. Preparation for Argument and Oral Argument on Defendants Motions to Dismiss 82. On September 25, 2013, the Court ordered a status conference for October 8, 2013 in Trenton to discuss the status of the case and defendants motions to dismiss. 93 In addition, the Court ordered that the parties meet and confer and provide the Court with a joint status report by October 4, The parties met and conferred, prepared and submitted their joint status report on October 4, Lead Counsel prepared for the October 8, 2013 conference. At the conference, the parties generally advised the Court as to the status of the motions to dismiss, and Lead Counsel apprised the Court of the status of various settlements that had been reached and the status of settlement negotiations that 91 ECF No ECF Nos. 292, ECF No ECF No

52 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 52 of 158 PageID: 6279 were underway. The Court ordered that the parties continue their efforts to finalize settlement negotiations with those defendants who were currently in settlement talks with plaintiffs and provide a letter to the Court by October 18, 2013 as to the status of those negotiations. 95 Lead Counsel filed that letter on October 18, In addition, Judge Shipp requested that, with respect to those parties who had not yet reached settlements, they submit an ex parte statement detailing the parties positions on settlement by October 21, Lead Counsel prepared and submitted the statement as requested. Finally, at the October 8 conference the Court also set oral argument on defendants motions to dismiss for October 23, Following the October 8 conference with the Court, Lead Counsel, as well as other plaintiffs counsel who were given specific tasks with respect to the oral argument on defendants motions to dismiss, spent significant amounts of time preparing for the oral argument on the motions to dismiss. 85. The oral argument on defendants motions to dismiss lasted most of the morning on October 23, Some of the named plaintiffs, including Arlene Davies (Ms. Davies was accompanied by her son Robert Davies), Gila Bauer, and 95 ECF No ECF No ECF No ECF No

53 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 53 of 158 PageID: 6280 Frances and Donald Schmidt, attended the oral argument. Following the oral argument on the motion to dismiss, Lead Counsel met with certain defendants counsel to discuss settlement in the Court s chambers, with Judge Shipp present. At the settlement meetings, Lead Counsel presented the strengths and weaknesses of their cases and their settlement position, and the defendant(s) at issue did the same. Specifically, Lead Counsel met with counsel for the Wolfson Defendants (who was accompanied by Jake Simon, a representative of the Wolfson Defendants), counsel for the Crestar Defendants (along with defendant William Green), and counsel for the Phoenix Defendants. As a result of the settlement meeting with the Court, progress was made with regard to settlement with at least some defendants. 86. Following the settlement conferences, the Court reconvened the oral argument in the afternoon and delivered its decision on defendants various motions to dismiss on the record. The Court made the following rulings: 1) plaintiffs adequately alleged antitrust standing; 2) the heightened pleading requirements of Fed. R. Civ. P. 9(b) did not apply to plaintiffs antitrust claims; 3) the conspiracy was adequately pled with respect to those defendants that had pled guilty; 4) the conspiracy was not adequately pled with respect to those defendants that did not plead guilty; 5) the Filed Rate Doctrine did not apply to plaintiffs claims; 6) plaintiffs declaratory judgment claim could not stand and

54 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 54 of 158 PageID: 6281 was dismissed; 7) N.J.S.A. 54:5-52 did not provide for a stand-alone cause of action, so it was dismissed with prejudice; 8) plaintiffs other state law causes of action under the New Jersey Tax Sale Law failed and were dismissed without prejudice; 9) plaintiffs unjust enrichment claim failed and was dismissed; 10) defendants arguments on statutes of limitations and fraudulent concealment failed; and 11) MTAG was dismissed without prejudice. 99 These rulings were memorialized in an October 25, 2013 Order In its October 25, 2013 Order, the Court also ordered that plaintiffs file a First Amended Consolidated Master Class Action Complaint by December 6, Following requests from plaintiffs for additional time, the Court extended the deadline by which plaintiffs were to file the amended complaint to January 3, J. Plaintiffs First Amended Consolidated Master Class Action Complaint 88. Following the Court s rulings with respect to defendants initial motions to dismiss, Lead Counsel began to prepare an amended complaint to address the Court s concerns with respect to plaintiffs Master Consolidated Class Action Complaint. 99 See generally October 23, 2013 Tr., at [ECF No. 309]. 100 ECF No ECF No

55 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 55 of 158 PageID: In connection with the revised complaint, Lead Counsel continued their extensive investigation into the alleged conspiratorial behavior at issue. In particular, Lead Counsel re-reviewed the documents produced by the Butler/Farber Defendants pursuant to the cooperation obligations in their settlement agreement with plaintiffs. In addition, Lead Counsel also obtained additional oral and documentary evidence from other settling defendants including the Butler/Farber Defendants, May, Collins, Rothman, and the Mercer Defendants. This included the bid books maintained by some of those defendants, and interviews with counsel for those defendants and, in some cases, with defendant personally (in the presence of counsel). These proffers included information about additional defendants that had not yet been named. Plaintiffs also compared the bid books of the various defendants with respect to certain of the activities at which these defendants were all present. 90. Plaintiffs also sent out additional OPRA requests to additional municipalities in New Jersey, in order to obtain documents relating to certain auctions Lead Counsel believed were rigged. In response, Lead Counsel obtained documents that they reviewed and that were used in connection with the amended complaint. 91. Besides getting information from the settling defendants, Lead Counsel also searched for former employees of certain of the non-settling

56 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 56 of 158 PageID: 6283 defendants and interviewed certain such persons. Some of those witnesses had received immunity from prosecution, but were not able to be interviewed by Lead Counsel because of restrictions placed upon them by the Department of Justice, or because their legal costs were being paid by their former employees who had not yet settled with plaintiffs. 92. On January 6, 2014, plaintiffs filed their 130-page First Amended Consolidated Master Class Action Complaint. 102 The complaint named two additional defendants: David Jelley, a former BankAtlantic employee, and Lambros Xethalis, a former Mooring employee. In addition, based on the information developed by Lead Counsel, including oral and documentary information provided by settling defendants, plaintiffs included 73 paragraphs identifying approximately 50 allegedly rigged auctions, and who from each of the defendants attended the auction and participated in conduct in furtherance of the conspiracy. 93. Like those complaints which preceded it, the First Amended Consolidated Master Class Action Complaint was brought on behalf of a class of all persons who owned real property in the State of New Jersey and who had a Tax Sale Certificate issued with respect to their property that was purchased by a Defendant during the Class Period at a public auction in New Jersey at an interest 102 ECF No

57 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 57 of 158 PageID: 6284 rate above 0%. In addition, the complaint contained causes of action under the Sherman Act, the New Jersey Antitrust Act, and the New Jersey Tax Sale Law, N.J.S.A. 54:5-63.1, and for unjust enrichment under New Jersey law. K. Non-Settling Defendants New Motions to Dismiss Plaintiffs First Amended Consolidated Master Class Action Complaint 94. Following the filing of plaintiffs First Amended Consolidated Master Class Action Complaint, a schedule was negotiated among the plaintiffs and remaining defendants with respect to motions to dismiss that the remaining defendants wished to make. The parties agreed that defendants motion to dismiss would be filed by March 14, 2014, plaintiffs opposition to the motions would be due by April 25, 2014, and defendants replies would be due by May 16, On March 14, 2014, the remaining defendants filed three motions to dismiss as follows: 1) motion to dismiss and supporting memorandum by defendants BBX Capital Corp., Fidelity Tax, LLC, Heartwood 55, LLC, Michael G. Deluca, Gary I. Branse, and David Jelley, PAM Investors and Patrick Caraballese, Crestar Capital LLC, CCTS Capital LLC, and William S. Green; and Mooring Tax Asset Group, LLC; 104 2) motion to dismiss and memorandum by defendants CCTS Capital LLC, Crestar Capital, LLC, and William S. Green; 105 3) 103 See February 10, 2014 Stipulation and Order at ECF No ECF No ECF No

58 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 58 of 158 PageID: 6285 and letter brief by PAM Investors and Patrick Caraballese. 106 Those briefs totaled approximately 70 pages. 96. In their motions to dismiss, defendants raised a number of arguments as to why plaintiffs current operative complaint should be dismissed. First, they argued that plaintiffs did not have standing to pursue their antitrust claims. Second, they argued that plaintiffs had failed to plausibly allege their antitrust claims. Third, they argued that plaintiffs did not properly allege a violation of the New Jersey Tax Sale Law, N.J.S.A. 54: Finally, defendants argued that plaintiffs unjust enrichment claim was parasitic of plaintiffs other claims and should be dismissed. 97. In addition to the three motions to dismiss discussed above, defendant Michael Mastellone filed a separate motion to stay, and to obtain the right to file a motion to dismiss once any stay was lifted. 107 Defendant Mastellone argued that because the sentencing on his guilty plea had not yet occurred, the Court should stay all proceedings against him, so that he would not be put into a position where he might incriminate himself. 98. Lead Counsel reviewed each of these four motions carefully, analyzed the arguments made by the defendants in these motions, and reviewed the cases 106 ECF No ECF No

59 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 59 of 158 PageID: 6286 cited by defendants. Lead Counsel then took responsibility for certain portions of the opposition brief, while delegating other portions to other plaintiffs counsel. In the interests of efficiency, Lead Counsel delegated portions of the opposition brief to attorneys who worked on similar arguments in connection with defendants initial motions to dismiss. Lead Counsel spoke to each of these firms individually, provided them with their assignments, and requested that they provide their material by a certain date. 99. As noted above, Lead Counsel researched and drafted certain sections of the opposition. Once they received the sections drafted by other plaintiffs counsel, Lead Counsel reviewed these sections and asked some counsel to perform additional follow-up on the material they prepared. Once they received the final work-product of other plaintiffs counsel, Lead Counsel integrated those portions of the opposition they drafted with those sections that had been drafted by other plaintiffs counsel, and created a single uniform opposition brief. On April 25, 2014, plaintiffs filed a single 70 page brief in opposition to all of the motions to dismiss and Mastellone s motion to stay On May 16, 2014, the remaining defendants filed four separate reply briefs as follows: 1) reply brief of defendants CCTS Capital LLC, Crestar Capital 108 ECF No

60 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 60 of 158 PageID: 6287 LLC, and William S. Green 109 ; 2) reply brief of BBX Capital Corp., Fidelity Tax, LLC, Heartwood 55, LLC, Michael G. Deluca, Gary I. Branse, and David Jelley, PAM Investors and Patrick Caraballese, Crestar Capital LLC, CCTS Capital LLC, and William S. Green; and Mooring Tax Asset Group, LLC 110 ; 3) reply brief of defendants PAM Investors and Patrick Caraballese 111 ; and 4) reply brief of defendant Michael Mastellone. 112 In total, these four reply briefs totaled more than 50 pages. In addition, defendants also submitted declarations with exhibits, which separately totaled more than 50 pages Each of these briefs was reviewed carefully by Lead Counsel, who analyzed the arguments raised and the cases cited in the briefs. Ultimately, Lead Counsel determined none of the issues raised in any of the briefs required any further response from the plaintiffs Following the reply briefs, on October 31, 2014, the Court issued an order denying most of the defendants motions to dismiss. 113 First, Judge Shipp held that plaintiffs First Amended Consolidated Master Class Action Complaint 109 ECF No ECF No ECF No ECF No ECF No

61 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 61 of 158 PageID: 6288 adequately alleged a Section One Sherman Act claim. Specifically, Judge Shipp found: Where the [initial amended complaint] merely provided exemplars of auctions in which there was collusion between vaguely identified Defendants the [First Amended Consolidated Master Class Action Complaint] provides the date and location of each alleged instance of collusion, as well as the identities of the conspirators. Plaintiffs have alleged collusion on the part of Defendants in connection with nearly fifty municipal auctions and, for each, have alleged sufficient facts regarding each party's conduct in advancing the conspiracy The Court also determined that plaintiffs had standing to bring their antitrust claims. Although Judge Shipp upheld plaintiffs allegations with respect to their antitrust claim, he dismissed, with prejudice, plaintiffs New Jersey Tax Sale Law claim, as well as plaintiffs unjust enrichment claim. Judge Shipp determined that claims arising under N.J.S.A. 54: (the New Jersey Tax Sale Law), to the extent these were valid claims at all, were limited only to those cases in which a TSC holder imposes a charge in connection with an attempt to redeem a TSC. And since none of the defendants had done that with respect to the named plaintiffs, no claim existed. Therefore, plaintiffs were not permitted to proceed with this claim, and as a result, had no basis to continue to seek forfeiture of the tax 114 ECF No. 374, at

62 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 62 of 158 PageID: 6289 sale certificates by defendants. Finally, Judge Shipp also denied defendant Mastellone s motion to stay By the time Judge Shipp denied the remaining defendants motions to dismiss, there were only seven defendant groups remaining in the action. And of those seven groups, plaintiffs had already concluded settlement agreements in principle with some, and settlement negotiations with all others were also underway. Thus, by this time, Lead Counsel sought to determine whether settlement agreements could be concluded with all remaining defendants and therefore, Lead Counsel focused on concluding settlement negotiations with the remaining defendants. III. NEGOTIATIONS SURROUNDING THE SETTLEMENTS A. Negotiations Concerning the Butler/Farber, Rothman, Mercer, Pisciotta Collins, and May Settlements 105. In a period stretching from Spring 2012 through Spring 2013, Lead Counsel intensively negotiated settlements with various counsel representing the Butler/Farber, Rothman, Mercer, Pisciotta, Collins, and May Defendants. The following describes those negotiations, summarizes the key portions of the settlements, and describes the work performed by Lead Counsel in connection with the settlements

63 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 63 of 158 PageID: Butler/Farber Defendants Settlement 106. Settlement negotiations began with the Butler/Farber Defendants in Spring 2012, even prior to the appointment of Lead Counsel. Those negotiations involved Lead Counsel, and plaintiffs counsel Michael Perle, and Steven M. Janove of the Law Offices of Steven M. Janove and J. Manly Parks of Duane Morris for the Butler/Farber Defendants The Butler/Farber Defendants were the first defendants to express an interest in settlement with plaintiffs. The Butler/Farber Defendants experienced counsel believed that being the first defendants to settle, and by offering to provide robust cooperation against all other defendants, they would be able to achieve the best settlement, as is typically the case for the first settling ( ice-breaker ) defendant in multi-defendant litigation. In connection with the settlement negotiations, there were numerous in-person and telephonic meetings over the course of approximately seven months. In some cases, these meetings lasted most of the day and involved not only settlement discussions, but the provision of information regarding the alleged conspiracy During the settlement negotiations, the Butler/Farber Defendants provided Lead Counsel with financial information concerning the Butler/Farber Defendants participation in the conspiracy, including the amount of liens upon which the Butler/Farber Defendants colluded. These were the same figures that the

64 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 64 of 158 PageID: 6291 Butler/Farber Defendants had provided to the Department of Justice, and that the Department of Justice had accepted as being accurate At the outset of the settlement negotiations with the Butler/Farber Defendants, they demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, the Butler/Farber Defendants at first would not agree to provide discounts to those property owners who were the subject of a lien owned by the Butler/Farber Defendants and which they acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Over the course of the negotiations, the terms of the Butler/Farber Settlement Agreement were vigorously, extensively, and intensively negotiated among Lead Counsel and counsel for the Butler/Farber Defendants Even before finalizing the settlement agreement, the Butler/Farber Defendants provided meaningful cooperation that has assisted plaintiffs in this litigation, in particular, with Plaintiffs Consolidated Master Class Action Complaint filed in December 2012 and Plaintiffs First Amended Consolidated Master Class Action Complaint filed in January This information was provided in at least three in-person proffers, and countless telephone calls with counsel for the Butler/Farber Defendants, and with the Butler/Farber Defendants

65 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 65 of 158 PageID: 6292 directly. The cooperation provided by the Butler/Farber Defendants was extremely beneficial to the Class in furthering the prosecution of this case, identifying defendants who were not initially known to plaintiffs, and placing additional pressure on other defendants to settle. At all relevant times following the settlement, the Butler/Farber Defendants continued to honor their obligations to plaintiffs by providing additional cooperation Ultimately, the Butler/Farber Defendants Settlement Agreement was executed on December 28, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $115,000; 2) a 10% discount off of the redemption amount of TSCs still held by the Butler/Farber Defendants and purchased during the Class Period; and 3) robust cooperation against the remaining defendants. 115 With respect to the cooperation, for example, the Butler/Farber Defendants agreed to provide: [p]laintiffs with such cooperation as may be requested in good faith by [Lead Counsel], for the prosecution of the Action. Such cooperation shall include, but shall not be limited to: making documents related to the claims asserted in this Action available for review and making witnesses with knowledge related to the claims asserted in this Action available for informal interviews and, as necessary, consultation with [Lead Counsel] as they 115 See Butler/Farber Settlement Agreement attached as Exhibit A to the July 12, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, Appointment of Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

66 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 66 of 158 PageID: 6293 might reasonably request. In addition, the Butler/Farber Defendants shall continue to cooperate with [Lead Counsel], including, but not limited to, producing documents related to the claims asserted in this Action and by making witnesses available at an appropriate time to testify at depositions and at trial, subject to the limitations agreed upon below. The Butler/Farber Defendants agree to provide discovery to Plaintiffs in the pending Action as if the Butler/Farber Defendants were a party subject to all rules for discovery On or about February 12, 2013, the Butler/Farber Defendants made a monetary payment of $115,000 pursuant to the settlement agreement. The money has been deposited into an escrow account at Huntington Bank, a leading bank experienced in the custody and escrow of settlement funds, and invested in money market funds earning interest. Such funds are fully guaranteed by the FDIC. As of February 1, 2016, the Butler/Farber escrow account, with interest, totals $115, Based on information received from the Butler/Farber Defendants during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $115,000 cash payment, the 10% discount redemption offer, and the cooperation that Butler/Farber Defendants provided, constitutes a fair, reasonable, and adequate settlement. On the basis of Lead Counsel s investigation, Lead Counsel believe that the settlement amount paid by the Butler/Farber Defendants exceeds the 116 Id. at

67 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 67 of 158 PageID: 6294 amount of interest associated with liens that were colluded on by the Butler/Farber Defendants In connection with the Butler/Farber Defendants Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with the Butler/Farber Defendants, which governs the settlement funds paid by the Butler/Farber Defendants In connection with the Butler/Farber Defendants Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with the Butler/Farber Defendants. Plaintiffs preliminary approval motion was filed on July 12, On August 13, 2013, Judge Shipp preliminarily approved the Butler/Farber Defendants Settlement Agreement Rothman Settlement Agreement 116. In or around June 2012, prior to the appointment of Lead Counsel, Lead Counsel began settlement negotiations with Rothman s counsel at Gibson, Dunn & Crutcher LLP. Those negotiations involved Lead Counsel and D. Jarrett Arp and Rachel Brass from Gibson Dunn for Rothman. 117 ECF No ECF No

68 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 68 of 158 PageID: In connection with the settlement negotiations, there were numerous in-person and telephonic meetings over the course of approximately six months. In some cases, these meetings involved not only settlement discussions, but the provision of information regarding the alleged conspiracy During the settlement negotiations, counsel for Rothman provided to Lead Counsel financial information concerning Rothman s participation in the conspiracy, including the amount of liens upon which Rothman had colluded, and the amount of interest associated with those liens. These were the same figures that Rothman had provided to the Department of Justice, and that the Department of Justice had accepted as being accurate At the outset of the settlement negotiations with Rothman, Rothman demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, Rothman would not agree to provide discounts to those property owners who were the subject of a TSC still owned by Rothman and which he acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Over the course of the negotiations, the terms of the Rothman Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for Rothman

69 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 69 of 158 PageID: Upon finalizing the settlement agreement, Rothman, through counsel, provided meaningful cooperation that assisted plaintiffs in this litigation, in particular, with Plaintiffs Amended Consolidated Master Class Action Complaint filed in December 2012 and Plaintiffs First Amended Consolidated Master Class Action Complaint filed in January This information was provided in at least one all-day proffer in New York City, and in telephone calls with Rothman s counsel. The cooperation provided by Rothman was extremely beneficial in furthering the prosecution of this case, identifying defendants who were not initially known to plaintiffs, and placing additional pressure on other defendants to settle. At all relevant times following the settlement, Rothman continued to honor his obligations to plaintiffs by providing additional cooperation Ultimately, the Rothman Settlement Agreement was executed on December 20, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $200,000; 2) a 10% discount off of the accrued interest owed on TSCs still held by Rothman and purchased during the Class Period; and 3) robust cooperation against the remaining defendants. 119 Specifically, with respect to the cooperation, Rothman agreed to, among other 119 See Rothman Settlement Agreement attached as Exhibit A to the April 4, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, Appointment of Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

70 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 70 of 158 PageID: 6297 things: 1) Provide a full account to Plaintiffs Counsel of all known facts relevant to the Action ; 2) produce relevant documents relating to purchases of [TSCs] and damages, as well as documents sufficient to evidence any collusive meetings by bidders at New Jersey tax sale auctions and how any alleged conspiracy was formed, implemented, and enforced ; and 3) make himself, his employees and his bidders available for interviews, depositions and trial On February 12, 2013, Rothman deposited $200,000 into an interestbearing, U.S. Treasury guaranteed escrow account. The escrow agent over the account is Huntington Bank. As of February 1, 2016, the Rothman settlement account, with interest, totals $200, Based on information received from Rothman during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $200,000 cash payment, the 10% discount redemption offer, and the cooperation provided and that Rothman agreed to provide, constitutes a fair, reasonable, and adequate settlement. On the basis of their investigation, Lead Counsel believe that the settlement amount paid exceeds the amount of interest associated with liens that were colluded on by Rothman In connection with the Rothman Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In 120 Id. at

71 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 71 of 158 PageID: 6298 addition, Lead Counsel also negotiated and consummated an escrow agreement with Rothman, which governs the settlement funds paid by Rothman In connection with the Rothman Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with Rothman. Plaintiffs preliminary approval motion was filed on April 4, On August 13, 2013, Judge Shipp preliminarily approved the Rothman Settlement Agreement Mercer Defendants Settlement Agreement 126. In or around early January 2013, Lead Counsel began settlement negotiations with the Mercer Defendants counsel at that time, Baker & McKenzie, LLP in New York, New York. Those negotiations involved Lead Counsel and Douglas Tween from Baker & McKenzie for the Mercer Defendants. 123 Mr. Tween, a highly experienced antitrust litigator, was a former Trial Attorney at the United States Department of Justice, Antitrust Division in New York from 1990 through ECF No ECF No Mr. Tween has since left Baker & McKenzie and is now a partner at Linklaters, LLP in New York City. Mr. Tween continues to represent the Mercer Defendants (visited February 10, 2016)

72 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 72 of 158 PageID: In connection with the settlement negotiations, there were numerous in-person and telephonic meetings over the course of approximately four months. In some cases, these meetings involved not only settlement discussions, but the provision of information regarding the alleged conspiracy During the settlement negotiations, counsel for the Mercer Defendants provided to Lead Counsel financial information concerning the Mercer Defendants participation in the conspiracy, including the amount of liens upon which Mercer had colluded. These were the same figures that the Mercer Defendants had provided to the Department of Justice, and that the Department of Justice had accepted as being accurate At the outset of the settlement negotiations with the Mercer Defendants, the Mercer Defendants demanded that plaintiffs accept an extremely low settlement. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, the Mercer Defendants originally would not agree to provide discounts to those property owners who were the subject of a TSC still owned by the Mercer Defendants and which they acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Over the course of the negotiations, the terms of the Mercer Defendants Settlement Agreement were

73 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 73 of 158 PageID: 6300 vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for the Mercer Defendants During the course of the litigation, the Mercer Defendants, through counsel, provided meaningful cooperation that assisted plaintiffs in this litigation, in particular, with Plaintiffs First Amended Consolidated Master Class Action Complaint filed in January The cooperation provided by the Mercer Defendants was extremely beneficial to the Class in furthering the prosecution of this case, identifying defendants who were not initially known to plaintiffs, and placing additional pressure on other defendants to settle. At all relevant times following the settlement, the Mercer Defendants continued to honor their obligations to plaintiffs by providing additional cooperation Ultimately, the Mercer Defendants Settlement Agreement was executed on April 23, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $250,000; 2) a 15% discount off of the redemption amount owed on the TSCs still held by the Mercer Defendants and purchased during the Class Period; and 3) robust cooperation against the remaining defendants. 125 Specifically, with respect to the cooperation, the Mercer Defendants 125 See Mercer Defendants Settlement Agreement attached as Exhibit B to the July 12, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, Appointment of Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

74 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 74 of 158 PageID: 6301 agreed to, among other things, making documents related to the claims asserted in the Action available for review and making witnesses with knowledge related to the claims asserted in this Action available for informal interviews and, as necessary, consultation with Class Counsel as they might reasonably request. In addition, the Mercer Defendants shall continue to cooperate with Class Counsel... by making witnesses available at an appropriate time to testify at depositions and at trial... The Mercer Defendants agree to provide discovery... as if the Mercer Defendants were parties subject to all rules for discovery On May 30, 2013, the Mercer Defendants paid $250,000 pursuant to the settlement agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest. Such funds are fully guaranteed by the FDIC. As of February 1, 2016, the Mercer escrow account, with interest, totals $250, Based on information received from the Mercer Defendants during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $250,000 cash payment, the 15% discount redemption offer, and the cooperation provided and that the Mercer Defendants agreed to provide, constitutes a fair, reasonable, and adequate settlement. On the basis of their investigation, Lead Counsel believe that 126 Id. at

75 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 75 of 158 PageID: 6302 the settlement amount paid by the Mercer Defendants exceeds the amount of interest associated with liens that were colluded on by the Mercer Defendants In connection with the Mercer Defendants Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with the Mercer Defendants, which governs the settlement funds paid by the Mercer Defendants In connection with the Mercer Defendants Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with the Mercer Defendants. Plaintiffs preliminary approval motion was filed on July 12, On August 13, 2013, Judge Shipp preliminarily approved the Mercer Defendants Settlement Agreement Pisciotta Settlement Agreement 136. In or around late 2012, Lead Counsel began settlement negotiations with Pisciotta s counsel, Szaferman, Lakind, Blumstein & Blader, P.C. Those negotiations involved Lead Counsel and Arnold Lakind of Szaferman Lakind for Pisciotta. 127 ECF No ECF No

76 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 76 of 158 PageID: In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately four months. In some cases, these meetings involved not only settlement discussions, but the provision of information by Pisciotta s counsel regarding the alleged conspiracy During the settlement negotiations, counsel for Pisciotta provided to Lead Counsel financial information concerning Pisciotta s participation in the conspiracy, including the amount of liens upon which Pisciotta had colluded, and the amount of interest associated with those liens. These were the same figures that Pisciotta had provided to the Department of Justice, and that the Department of Justice had accepted as being accurate At the outset of the settlement negotiations with Pisciotta, Pisciotta demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly larger settlement. In addition, Pisciotta originally would not agree to provide discounts to those property owners who were the subject of a TSC still owned by Pisciotta and which he acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Over the course of the negotiations, the terms of the Pisciotta Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for Pisciotta

77 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 77 of 158 PageID: Upon finalizing the settlement agreement, Pisciotta, though counsel, provided meaningful cooperation that assisted plaintiffs in this litigation, in particular, with Plaintiffs First Amended Consolidated Master Class Action Complaint filed in January The cooperation provided by Pisciotta was extremely beneficial to the Class in furthering the prosecution of this case, identifying defendants who were not initially known to plaintiffs, and placing additional pressure on other defendants to settle. At all relevant times following the settlement, Pisciotta continued to honor his obligations to plaintiffs by providing additional cooperation Ultimately, the Settlement Agreement with Pisciotta was executed on March 8, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $100,000; 2) a 12% discount off of the redemption amount of TSCs still held by Pisciotta and purchased during the Class Period; and 3) robust cooperation against the remaining defendants. 129 Specifically, with respect to the cooperation, Pisciotta agreed to, among other things, mak[e] documents related to the claims asserted in the Action available for review and inspection, and making witnesses with knowledge related to the claims asserted in 129 See Pisciotta Settlement Agreement attached as Exhibit C to the July 12, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, Appointment of Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

78 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 78 of 158 PageID: 6305 this Action available for interviews and, as necessary, consultation with Class Counsel as they might reasonably request. In addition, Pisciotta shall continue to cooperate with Class Counsel... by making witnesses available (including Pisciotta) at an appropriate time to testify at depositions and at trial... Pisciotta agrees to provide discovery to Plaintiffs... as if Pisciotta were a party subject to all rules for discovery On April 30, 2013, Pisciotta made a monetary payment of $100,000 pursuant to the settlement agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest. Such funds are fully guaranteed by the FDIC. As of February 1, 2016, the Pisciotta escrow account, with interest, totals $100, Based on information received from Pisciotta during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $100,000 cash payment, the 12% discount redemption offer, and the cooperation provided and that Pisciotta agreed to provide, constitutes a fair, reasonable, and adequate settlement. On the basis of their investigation, Lead Counsel believe that the settlement amount paid exceeds the amount of interest associated with liens that were colluded on by Pisciotta. 130 Id., at

79 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 79 of 158 PageID: In connection with the Pisciotta Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with Pisciotta, which governs the settlement funds paid by Pisciotta In connection with the Pisciotta Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with Pisciotta. Plaintiffs preliminary approval motion was filed on July 12, On August 13, 2013, Judge Shipp preliminarily approved the Pisciotta Settlement Agreement Collins Settlement Agreement 146. In or around August 2012, Lead Counsel began settlement negotiations with Collins counsel which, at that time, was Sills Cummis & Gross, P.C. Those negotiations involved Lead Counsel and Jeffrey Greenbaum and Jack Wenik from Sills Cummis (as well as other attorneys from Sills Cummis) In connection with the settlement negotiations, there were numerous in-person and telephonic meetings over the course of approximately seven months. 131 ECF No See August 13, 2013 Order at ECF No Collins is represented primarily by Jack Wenik. After the settlement with Collins was reached, Mr. Wenik left Sills Cummis and joined Epstein, Becker & Green, P.C. who currently represents Collins

80 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 80 of 158 PageID: 6307 In some cases, these meetings involved not only settlement discussions, but the provision of information regarding the alleged conspiracy During the settlement negotiations, counsel for Collins provided to Lead Counsel financial information concerning Collins participation in the conspiracy, including the amount of liens upon which Collins had colluded, and the amount of interest associated with those liens. These were the same figures that Collins had provided to the Department of Justice, and that the Department of Justice had accepted as being accurate At the outset of the settlement negotiations with Collins, Collins demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly larger settlement. In addition, Collins originally would not agree to provide discounts to those property owners who were the subject of a TSC still owned by Collins and which he acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Over the course of the negotiations, the terms of the Collins Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for Collins Upon finalizing the settlement agreement, Collins, through counsel, provided meaningful cooperation that assisted plaintiffs in this litigation, in

81 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 81 of 158 PageID: 6308 particular, with Plaintiffs First Amended Consolidated Master Class Action Complaint filed in January This information was provided in at least one allday proffer in Newark, and in telephone calls with Collins counsel. The cooperation provided by Collins was extremely beneficial in furthering the prosecution of this case, identifying defendants who were not initially known to plaintiffs, and placing additional pressure on other defendants to settle. Collins also produced his bid books, which provided information concerning the auctions in which Collins participated in conspiratorial activity. Those bid books were reviewed and analyzed by Lead Counsel. At all relevant times following the settlement, Collins continued to honor his obligations to plaintiffs by providing additional cooperation Ultimately, the Collins Settlement Agreement was executed on March 12, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $170,000; 2) a 10% discount off of the redemption amount on TSCs still held by Collins and purchased during the Class Period; and 3) robust cooperation against the remaining defendants. 134 Specifically, with respect to cooperation, Collins agreed to, among other things, making documents 134 See Collins Settlement Agreement attached as Exhibit D to the July 12, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, Appointment of Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

82 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 82 of 158 PageID: 6309 related to the claims asserted in the Action available for review and inspection, and making witnesses with knowledge related to the claims asserted in this Action, including William A. Collins, available for interviews and, as necessary, consultation with Class Counsel as they might reasonably request... In addition, Collins shall continue to cooperate with Class Counsel, including, but not limited to, producing documents related to the claims asserted in this Action and by making witnesses available (including William A. Collins) at an appropriate time to testify at deposition and at trial... Collins agrees to provide discovery to Plaintiffs in the pending Action as if Collins were a party subject to all rules for discovery On April 8, 2013, Collins made a monetary payment of $100,000 pursuant to the settlement agreement. On or about July 11, 2013, Collins paid the remainder of the $170,000 pursuant to the Settlement Agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest. Such funds are fully guaranteed by the FDIC. As of February 1, 2016, the Collins escrow account, with interest, totals $170, Based on information received from Collins during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $170,000 cash payment, the 10% 135 Id. at

83 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 83 of 158 PageID: 6310 discount redemption offer, and the cooperation provided and that Collins agreed to provide, constitutes a fair, reasonable, and adequate settlement. Based on their investigation, Lead Counsel believe that the settlement amount paid exceeds the amount of interest associated with liens that were colluded upon by Collins In connection with the Collins Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with Collins, which governs the settlement funds paid by Collins In connection with the Collins Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with Collins. Plaintiffs preliminary approval motion was filed on July 12, On August 13, 2013, Judge Shipp preliminarily approved the Collins Settlement Agreement Isadore May Settlement Agreement 156. In or around late 2012, Lead Counsel began settlement negotiations with May s counsel at Goldenberg, Mackler, Sayegh & Mintz, P.C. in New Jersey. Those negotiations involved Lead Counsel and Keith Bonchi from Goldenberg, Mackler. 136 ECF No ECF No

84 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 84 of 158 PageID: In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately four months. In some cases, these meetings involved not only settlement discussions, but the provision of information regarding the alleged conspiracy During the settlement negotiations, counsel for May provided to Lead Counsel financial information concerning May s participation in the conspiracy, including the amount of liens upon which May had colluded, and the amount of interest associated with those liens. These were the same figures that May had provided to the Department of Justice, and that the Department of Justice had accepted as being accurate At the outset of the settlement negotiations with May, May demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, May originally would not agree to provide discounts to those property owners who were the subject of TSCs still owned by May and which he acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Over the course of the negotiations, the terms of the May Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for May

85 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 85 of 158 PageID: Upon finalizing the settlement agreement, May, through counsel, provided meaningful cooperation that assisted plaintiffs in this litigation, in particular, with Plaintiffs First Amended Consolidated Master Class Action Complaint filed in January This information was provided primarily in telephone calls with May s counsel. The cooperation provided by May was extremely beneficial in furthering the prosecution of this case, identifying defendants who were not initially known to plaintiffs, and placing additional pressure on other defendants to settle. May also provided copies of his bid books, which provided information concerning the auctions in which May participated in conspiratorial activity. Lead Counsel carefully reviewed and analyzed these documents. At all relevant times following the settlement, May continued to honor his obligations to plaintiffs by providing additional cooperation Ultimately, the May Settlement Agreement was executed on April 11, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $120,000; 2) a 10% discount off of the redemption amount on TSCs still held by May and purchased during the Class Period; and 3) robust cooperation against the remaining defendants. 138 Specifically, with respect to the 138 See May Settlement Agreement attached as Exhibit E to the July 12, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, Appointment of Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

86 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 86 of 158 PageID: 6313 cooperation, May agreed to, among other things: 1) Provide a full account to Plaintiffs Counsel of all known facts relevant to the Action ; 2) produce relevant documents relating to purchases of [TSCs] and damages, as well as documents sufficient to evidence any collusive meetings by bidders at New Jersey tax sale auctions and how any alleged conspiracy was formed, implemented, and enforced ; and 3) making himself, his employees and his bidders available for interviews, depositions and trial On April 15, 2013, May made a monetary payment of $60,000 pursuant to the settlement agreement. On July 3, 2013, May made a second payment of $60,000. The $120,000 paid by May has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest. Such funds are fully guaranteed by the FDIC. As of February 1, 2016, the May escrow account, with interest, totals $120, Based on information received from May during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $120,000 cash payment, the 10% discount redemption offer, and the cooperation provided and that May agreed to provide, constitutes a fair, reasonable, and adequate settlement. On the basis of 139 Id., at

87 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 87 of 158 PageID: 6314 their investigation, Lead Counsel believe that the settlement amount paid exceeds the amount of interest associated with liens that were colluded on by May In connection with the May Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with May, which governs the settlement funds paid by May In connection with the May Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with May. Plaintiffs preliminary approval motion was filed on July 12, On August 13, 2013, Judge Shipp preliminarily approved the May Settlement Agreement. 141 B. Negotiations Concerning the Settlements with the Sass, Crusader, Plymouth Park, and Phoenix Defendants 166. In a period stretching from late 2012 through December 2013, Lead Counsel intensively negotiated settlements with various counsel representing the Sass and Crusader Defendants, Plymouth Park, and Phoenix Defendants. The following describes those negotiations, summarizes the key portions of the settlements, and describes the work performed by Lead Counsel in connection with the settlements. 140 ECF No ECF No

88 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 88 of 158 PageID: Sass Defendants Settlement Agreement 167. In or around late April 2013, Lead Counsel began settlement negotiations with counsel for the Sass Defendants at Weil, Gotshal & Manges, LLP in New York City. Those negotiations involved Lead Counsel and Joseph Allerhand, Bruce Colbath, and others from Weil Gotshal In connection with the settlement negotiations, there were numerous in-person and telephonic meetings over the course of approximately five months During the settlement negotiations, counsel for the Sass Defendants provided to Lead Counsel financial information concerning the Sass Defendants volume of liens purchased in New Jersey during the Class Period, and also provided certain representations concerning the amount of liens purchased by the Sass Defendants that the Department of Justice contended were the subject of the conspiracy. Sass Defendants counsel represented that this information was provided by the Sass Defendants to the Department of Justice as well. During settlement negotiations, the Sass Defendants also represented that they would not be criminally charged by the Department of Justice. Indeed, none of the Sass Entities were ever indicted or pled guilty At the outset of the settlement negotiations with the Sass Defendants, the Sass Defendants demanded that plaintiffs accept an extremely low settlement. Lead Counsel refused to accept that amount and ultimately negotiated a

89 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 89 of 158 PageID: 6316 significantly higher settlement. In addition, the Sass Defendants originally would not agree to provide discounts to those property owners who were the subject of TSCs still owned by the Sass Defendants and which they acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. At several points, settlement negotiations were on the verge of collapsing. Over the course of the negotiations, the terms of the Sass Defendants Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for the Sass Defendants Ultimately, the Sass Defendants Settlement Agreement was executed on September 10, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $3,400,000; 2) a 15% discount off of the redemption amount on TSCs still held by the Sass Defendants and purchased during the Class Period; and 3) certain cooperation against the remaining defendants On or about September 30, 2013, the Sass Defendants made a monetary payment of $3,400,000 pursuant to the settlement agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in 142 See Sass Defendants Settlement Agreement attached as Exhibit A to the December 23, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlements With Sass Defendants, Crusader Defendants, Defendant Plymouth Park, and Phoenix Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

90 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 90 of 158 PageID: 6317 money market funds earning interest. As of February 1, 2016, the Sass Defendants settlement account, with interest, totals $3,411, Based on information received from the Sass Defendants during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $3,400,000 cash payment, the 15% discount redemption, and the cooperation that the Sass Defendants agreed to provide, constitutes a fair, reasonable, and adequate settlement In connection with the Sass Defendants settlement agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with the Sass Defendants, which governs the settlement funds paid by the Sass Defendants In connection with the Sass Defendants Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with the Sass Defendants. Plaintiffs preliminary approval motion was filed on December 23, On March 6, 2014, a hearing was held by Judge Bongiovanni on the Sass Defendants settlement agreement and other settlement 143 ECF No

91 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 91 of 158 PageID: 6318 agreements that were included in the December 23, 2013 preliminary approval motion. Judge Bongiovanni heard argument on the motion for preliminary approval, and heard argument from Arlene Davies as to why the Sass Defendants Settlement Agreement and other related agreements should not be approved. 144 Ultimately, on March 11, 2014, Judge Bongiovanni issued a report and recommendation to Judge Shipp, recommending that the Sass Defendants Settlement Agreement be preliminarily approved. 145 On October 31, 2014, Judge Shipp adopted the report and recommendation The Crusader Defendants Settlement Agreement 176. In or around October 2012, Lead Counsel began settlement negotiations with counsel for the Crusader Defendants at Morgan, Lewis & Bockius, LLP in Philadelphia, Pennsylvania. Those negotiations involved Lead Counsel and Steven A. Reed and Brendan Fee from Morgan Lewis In connection with the settlement negotiations, there were numerous in-person and telephonic meetings over the course of approximately nine months. In-person meetings took place in Philadelphia and in Princeton, New Jersey. Some of these meetings were between Lead Counsel and counsel for the Crusader 144 ECF No ECF No ECF No

92 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 92 of 158 PageID: 6319 Defendants only, and one involved high-ranking executives from certain of the Crusader Defendants as well During the settlement negotiations, counsel for the Crusader Defendants provided to Lead Counsel financial information concerning Crusader Servicing Corporation, including the amount of liens purchased by the Crusader Defendants and financial statements describing the current financial condition of Crusader Servicing Corporation. In addition, counsel for Crusader provided information about the relative culpability of RTLS in the alleged conspiracy. Counsel for Crusader and Lead Counsel then engaged in extensive discussions concerning the interpretations of the financial statements, and the financial condition of Crusader Servicing Corporation. As a result of the information provided by the Crusader Defendants, Lead Counsel believed that Crusader Servicing no longer remained solvent, and that it would be unable to satisfy any judgment At the outset of the settlement negotiations with the Crusader Defendants, the Crusader Defendants demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, the Crusader Defendants originally would not agree to provide discounts to those property owners who were the subject of TSCs still owned by the Crusader Defendants and which they

93 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 93 of 158 PageID: 6320 acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Further, the Crusader Defendants did not wish to provide plaintiffs with cooperation. At several points, settlement negotiations were on the verge of collapsing. Over the course of the negotiations, the terms of the Crusader Defendants settlement agreement were vigorously, extensively, and intensively negotiated among Lead Counsel and counsel for the Crusader Defendants Ultimately, the Crusader Defendants Settlement Agreement was executed on August 14, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $1,650,000; 2) a 15% discount off of the redemption amount on the lien still held by the Crusader Defendants and purchased during the Class Period; and 3) (despite the Crusader Defendants initial resistance) robust cooperation against the remaining defendants upon Final Approval. 147 Specifically, with respect to the cooperation, the Crusader Defendants agreed to, among other things, mak[e] documents related to the claims asserted in the Action available for review and making available for informal interviews and, as necessary, consultation with Class Counsel as they might reasonably request, 147 See Crusader Defendants Settlement Agreement attached as Exhibit B to the December 23, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlements With Sass Defendants, Crusader Defendants, Defendant Plymouth Park, and Phoenix Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

94 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 94 of 158 PageID: 6321 witnesses under the Crusader Defendants control who have knowledge related to the claims asserted in the Action. In addition, the Crusader Defendants shall continue to cooperate with Class Counsel... by making witnesses under the Crusader Defendants control available at an appropriate time to testify at depositions and at trial. The Crusader Defendants agree to provide discovery to Plaintiffs as if the Crusader Defendants were parties subject to all rules for discovery On or about September 3, 2013, the Crusader Defendants made a monetary payment of $1,650,000 pursuant to the settlement agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest. As of February 1, 2016, the Crusader settlement account, with interest, totals $1,655, Based on information received from the Crusader Defendants during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $1,650,000 cash payment, the 15% discount redemption offer, and the cooperation that the Crusader Defendants agreed to provide, constitutes a fair, reasonable, and adequate settlement. 148 Id., at

95 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 95 of 158 PageID: In connection with the Crusader Defendants settlement agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with the Crusader Defendants, which governs the settlement funds paid by the Crusader Defendants In connection with the Crusader Defendants settlement agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with the Crusader Defendants. Plaintiffs preliminary approval motion was filed on December 23, On March 6, 2014, a hearing was held by Judge Bongiovanni on the Crusader Defendants settlement agreement, and other settlement agreements that were included in the December 23, 2013 preliminary approval motion. Judge Bongiovanni heard argument on the motion for preliminary approval, and heard argument from Arlene Davies as to why the Crusader Defendants settlement agreement, and other related agreements should not be approved. 150 Ultimately, on March 11, 2014, Judge Bongiovanni issued a report and recommendation to Judge Shipp, recommending that the Crusader 149 ECF No ECF No

96 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 96 of 158 PageID: 6323 Defendants settlement agreement be preliminarily approved. 151 On October 31, 2014, Judge Shipp adopted the report and recommendation Plymouth Park Settlement Agreement 185. In or around early August 2013, Lead Counsel began settlement negotiations with counsel for defendant Plymouth Park from Covington & Burling, LLP in Washington, D.C. Those negotiations involved Lead Counsel and Robert D. Wick and Jason Raofield from Covington In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately three months During the settlement negotiations, counsel for Plymouth Park provided to Lead Counsel information concerning Plymouth Park s participation in the market for tax liens in New Jersey, and Plymouth Park s decision to exit the market for tax liens in New Jersey. Counsel for Plymouth Park also represented that its client would not be indicted by the Department of Justice, or plead guilty, with respect to the ongoing criminal investigation into the New Jersey tax liens industry. Indeed, Plymouth Park was never indicted, and although one of its employees was indicted, those charges were ultimately dropped by the DOJ At the outset of the settlement negotiations with Plymouth Park, Plymouth Park demanded that plaintiffs accept an extremely low settlement 151 ECF No ECF No

97 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 97 of 158 PageID: 6324 amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, Plymouth Park originally would not agree to provide discounts to those property owners who were the subject of TSCs still owned by Plymouth Park and which it acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Further, Plymouth Park did not wish to provide plaintiffs with cooperation. At several points, settlement negotiations were on the verge of collapsing. Over the course of the negotiations, the terms of the Plymouth Park Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for Plymouth Park Ultimately, the Plymouth Park Settlement Agreement was executed on October 22, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $1,500,000; 2) a 15% discount off of the redemption amount on TSCs still held by Plymouth Park and purchased during the Class Period; and 3) (despite Plymouth Park s initial resistance) robust cooperation against the remaining defendants upon Final Approval. 153 Specifically, Plymouth Park agreed to, among other things: 1) produce employees of Plymouth 153 See Plymouth Park Settlement Agreement attached as Exhibit C to the December 23, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlements With Sass Defendants, Crusader Defendants, Defendant Plymouth Park, and Phoenix Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

98 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 98 of 158 PageID: 6325 Park for informal interviews with Class Counsel; 2) produce witnesses for depositions and trial; and 3) produce documents related to the claims asserted in the litigation On or about November 8, 2013, Plymouth Park made a payment of $1,500,000 pursuant to the settlement agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest. As of February 1, 2016, the Plymouth Park settlement account, with interest, totals $1,504, Based on information received from Plymouth Park during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $1,500,000 cash payment, the 15% discount redemption offer, and the cooperation that Plymouth Park agreed to provide, constitutes a fair, reasonable, and adequate settlement In connection with the Plymouth Park settlement agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with Plymouth Park, which governs the settlement funds paid by the Plymouth Park. 154 Id. at

99 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 99 of 158 PageID: In connection with the Plymouth Park settlement agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with Plymouth Park. Plaintiffs preliminary approval motion was filed on December 23, On March 6, 2014, a hearing was held by Judge Bongiovanni on the Plymouth Park Settlement Agreement and other settlement agreements that were included in the December 23, 2013 preliminary approval motion. Judge Bongiovanni heard argument on the motion for preliminary approval, and heard argument from Arlene Davies as to why the Plymouth Park Settlement Agreement and other related agreements should not be approved. 156 Ultimately, on March 11, 2014, Judge Bongiovanni issued a report and recommendation to Judge Shipp, recommending that the Plymouth Park settlement agreement be preliminarily approved. 157 On October 31, 2014, Judge Shipp adopted the report and recommendation Phoenix Defendants Settlement Agreement 194. In or around January 22, 2013, Lead Counsel began settlement negotiations with then counsel for Phoenix Defendants from Walder Hayden, P.A. 155 ECF No ECF No ECF No ECF No

100 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 100 of 158 PageID: 6327 in Roseland, New Jersey. Those negotiations involved Lead Counsel and Justin P. Walder and Shalom Stone from Walder Hayden In connection with the settlement negotiations, there were numerous telephonic meetings and in-person meetings over the course of approximately 12 months. One in-person meeting took place in the chambers of Judge Shipp During the settlement negotiations, counsel for the Phoenix Defendants provided to Lead Counsel information concerning the Phoenix Defendants participation in the New Jersey tax liens market, including the amount of liens purchased by the Phoenix Defendants during the Class Period. In addition, counsel for the Phoenix Defendants also made representations that the Phoenix Defendants would not be indicted by the Department of Justice, and would not be pleading guilty in connection with the DOJ s investigation. Indeed, neither of the Phoenix Defendants (or anyone else from Phoenix) were ever indicted At the outset of the settlement negotiations with the Phoenix Defendants, the Phoenix Defendants demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly larger settlement. In addition, the Phoenix Defendants originally would not agree to provide discounts to those property owners who were the subject of TSCs owned still owned by the Phoenix Defendants and which they acquired during the Class Period. However, Lead Counsel insisted that any

101 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 101 of 158 PageID: 6328 settlement include discount relief for these class members. Further, the Phoenix Defendants did not wish to provide the plaintiffs with cooperation. At several points, settlement negotiations were on the verge of collapsing, and ultimately did collapse, resulting in a period of approximately eight months where no settlement negotiations took place. Over the course of the negotiations, the terms of the Phoenix Defendants settlement agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for the Phoenix Defendants Ultimately, the Phoenix Defendants settlement agreement was executed on December 17, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $225,000; 2) a 15% discount off of the redemption amount on TSCs still held by the Phoenix Defendants and purchased during the Class Period; and 3) cooperation against the remaining defendants As per the terms of the Settlement Agreement, on or about January 6, 2014, the Phoenix Defendants paid $225,000 into a settlement account managed by Huntington Bank, and invested in money market funds earning interest. As of 159 See Phoenix Defendants Settlement Agreement attached as Exhibit D to the December 23, 2013 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlements With Sass Defendants, Crusader Defendants, Defendant Plymouth Park, and Phoenix Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel and Deferral of Class Notice [ECF No ] at

102 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 102 of 158 PageID: 6329 February 1, 2016, the Phoenix Defendants settlement account, with interest, totals $225, Based on information received from the Phoenix Defendants during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $225,000 cash payment, the 15% discount redemption, and the cooperation that the Phoenix Defendants agreed to provide, constitutes a fair, reasonable, and adequate settlement In connection with the Phoenix Defendants settlement agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with the Phoenix Defendants, which governs the settlement funds paid by the Phoenix Defendants In connection with the Phoenix Defendants settlement agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with the Phoenix Defendants. Plaintiffs preliminary approval motion was filed on December 23, On March 6, 2014, a hearing was held by Judge Bongiovanni on the Phoenix Settlement Agreement and other settlement 160 ECF No

103 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 103 of 158 PageID: 6330 agreements that were included in the December 23, 2013 preliminary approval motion. Judge Bongiovanni heard argument on the motion for preliminary approval, and heard argument from Arlene Davies as to why the Phoenix Settlement Agreement and other related agreements should not be approved. 161 Ultimately, on March 11, 2014, Judge Bongiovanni issued a report and recommendation to Judge Shipp, recommending that the Phoenix Settlement be preliminarily approved. 162 On October 31, 2014, Judge Shipp adopted the report and recommendation. 163 C. Remick, ATF, Stein, and Xethalis Settlement Agreements 203. In a period stretching from late 2012 through Spring 2014, Lead Counsel intensively negotiated settlements with various counsel representing defendants Remick, ATF, Stein, and Xethalis. The following describes those negotiations, summarizes the key portions of the settlements, and describes the work performed by Lead Counsel in connection with the settlements. 1. The Remick Settlement Agreement 204. In or around late April-early May 2013, Lead Counsel began settlement negotiations with counsel for Remick from Conrad O Brien, P.C. in Philadelphia, Pennsylvania. Those negotiations involved Lead Counsel and Judson 161 ECF No ECF No ECF No

104 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 104 of 158 PageID: 6331 Aaron from Conrad O Brien. Mr. Aaron served as an Assistant United States Attorney for the Eastern District of Pennsylvania from 1995 through In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately eight months During the settlement negotiations, Remick s counsel provided to Lead Counsel financial information concerning Remick s participation in the conspiracy, including the amount of liens upon which Remick had colluded, and the amount of interest associated with those liens. These were the same figures that Remick had provided to the Department of Justice, and that the Department of Justice had accepted as being accurate At the outset of the settlement negotiations with Remick, Remick demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, Remick originally would not agree to provide discounts to those property owners who were the subject of TSCs owned still owned by Remick and which he acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Further, Remick did not wish to provide the plaintiffs with cooperation. Over the course of the negotiations, the terms of the Remick Settlement Agreement were vigorously, (visited February 10, 2016)

105 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 105 of 158 PageID: 6332 extensively, and intensively negotiated between Lead Counsel and counsel for Remick Ultimately, the Remick Settlement Agreement was executed on January 13, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $135,000; 2) a 15% discount off of the redemption amount on TSCs still held by Remick and purchased during the Class Period; and 3) robust cooperation against the remaining defendants upon final approval. 165 Specifically, with respect to cooperation, Remick agreed to, among other things: 1) provide informal interviews to Class Counsel; 2) produce all relevant documents possessed by Remick; and 3) making himself available for depositions and trial On or about February 11, 2014, Remick paid $135,000 pursuant to the Remick settlement agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest, and fully insured by the FDIC. As of February 1, 2016, the Remick settlement account, with interest, totals $135, See Remick Settlement Agreement attached as Exhibit A to the June 27, 2014 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlements With Defendants Norman T. Remick, American Tax Funding, LLC, Robert W. Stein, and Lambros Xethalis, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel and Approval of Class Notice [ECF No ] at Id., at

106 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 106 of 158 PageID: Based on information received from Remick during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $135,000 cash payment, the 15% discount offer, and the cooperation that Remick agreed to provide, constitutes a fair, reasonable, and adequate settlement. Indeed, the $135,000 settlement amount vastly exceeds the $20,000 criminal fine Remick was ordered to pay, and based on their investigation, Lead Counsel believe that the $135,000 settlement amount exceeds the amount of interest that was subject to the conspiracy In connection with the Remick Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with Remick, which governs the settlement funds paid by Remick In connection with the Remick Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with Remick. Plaintiffs preliminary approval motion was filed on June 27, On January 29, 2015, Judge Shipp preliminarily approved the Remick Settlement Agreement ECF No See January 29, 2015 Order at ECF No

107 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 107 of 158 PageID: The ATF Settlement Agreement 213. In or around early October 2013, Lead Counsel began settlement negotiations with counsel for ATF from Roetzel & Andress, P.C. in Cleveland, Ohio. Those negotiations involved Lead Counsel and Donald S. Scherzer and Amanda M. Knapp from Roetzel & Andress. Mr. Scherzer is a former federal prosecutor with the United States Department of Justice, Antitrust Division In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately five months During the settlement negotiations, ATF s counsel provided to Lead Counsel financial information concerning ATF, including statements representing ATF s current financial condition, corporate structure and identification of key employees. In addition, counsel to ATF represented that ATF was withdrawing from the New Jersey tax liens market and was in the process of winding down its affairs. Further, ATF s counsel represented that ATF would not be charged by the Department of Justice in connection with the DOJ s investigation into the New Jersey tax liens market, and ATF would not be pleading to any charges in connection with that investigation. Indeed, ATF (as well as its employees) was never indicted and never pled guilty. Based on ATF counsel s representations, (visited February 10, 2016)

108 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 108 of 158 PageID: 6335 Lead Counsel had serious concerns about ATF s solvency and ability to satisfy any judgment At the outset of the settlement negotiations with ATF, ATF demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, ATF originally would not agree to provide discounts to those property owners who were the subject of TSCs still owned by ATF and which it acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Further, ATF did not wish to provide the plaintiffs with cooperation. Over the course of the negotiations, the terms of the ATF Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for ATF Ultimately, the ATF Settlement Agreement was executed on February 20, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $350,000; 2) a discount of up to 15% of the redemption amount on TSCs still held by ATF and purchased during the Class Period; and 3) cooperation against the remaining defendants upon final approval See ATF Settlement Agreement attached as Exhibit B to the June 27, 2014 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlements With Norman T. Remick, American Tax Funding, LLC, Robert W. Stein, and Lambros Xethalis, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel and Approval of Class Notice [ECF No ] at

109 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 109 of 158 PageID: On or about April 1, 2014, ATF paid $350,000 pursuant to the ATF Settlement Agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest, and is fully insured by the FDIC. As of February 1, 2016, the ATF settlement account, with interest, totals $350, Based on information received from ATF during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $350,000 cash payment, the 15% discount offer, and the cooperation that ATF agreed to provide, constitutes a fair, reasonable, and adequate settlement In connection with the ATF settlement agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with ATF, which governs the settlement funds paid by ATF In connection with the ATF settlement agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with ATF

110 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 110 of 158 PageID: 6337 Plaintiffs preliminary approval motion was filed on June 27, On January 29, 2015, Judge Shipp preliminarily approved the ATF settlement agreement Stein Settlement Agreement 222. In or around early November 2012, Lead Counsel began settlement negotiations with defendant Robert Stein. At first, those negotiations involved Lead Counsel and Robert Stein directly, since he is an attorney and was not then represented by counsel, and initially was the one to make contact with Lead Counsel. Over time, those discussions came to involve Mr. Stein s counsel from Friedman, Schuman, Applebaum and Nemeroff, P.C. in Jenkintown, Pennsylvania. Those discussions involved Lead Counsel and Daniel D. McCaffery of Friedman, Schuman, until he was elected to a judgeship in Pennsylvania, and then Robert Nemeroff of that same law firm In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately 1.5 years During the settlement negotiations, Stein, as well as Stein s counsel, provided to Lead Counsel financial information concerning Stein s personal finances, his business interests, and other information concerning his personal and business assets. Lead Counsel learned that Stein had certain disputes with his former employer, Crusader, as a result of which Stein would likely be responsible, 171 ECF No See January 29, 2015 Order at ECF No

111 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 111 of 158 PageID: 6338 in whole or in part, for the $2 million criminal fine that Crusader was sentenced to pay in connection with its guilty plea. As a result of the criminal investigation into his conduct in New Jersey, the resulting guilty plea and expected criminal fine, and litigation between Stein and the Crusader entities and other former business partners, Lead Counsel developed serious concerns about Stein s solvency and ability to satisfy any judgment At the outset of the settlement negotiations with Stein, Stein demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, Stein did not want to provide plaintiffs with cooperation, particularly because of the ongoing criminal investigation, and his cooperation obligations to the DOJ. 173 However, Lead Counsel insisted that any settlement include his cooperation. Over the course of the negotiations, the terms of the Stein Settlement Agreement were vigorously, extensively, and intensively negotiated among Lead Counsel and Stein, and Stein s counsel Ultimately, the Stein Settlement Agreement was executed on March 19, The settlement generally provides two benefits to the settlement class: 1) a cash payment of $115,000; and 2) robust cooperation against the 173 Stein did not hold any TSC s acquired during the Class Period, and therefore, unlike other settling defendants, did not agree to provide discounts off of the amounts owed on any such TSCs

112 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 112 of 158 PageID: 6339 remaining defendants, consistent with Stein s obligations to the DOJ. 174 Specifically, with respect to cooperation, Stein agreed to: (i) provid[e] a full account to Settlement Class Counsel of all known facts relevant to the Action, including, but not limited to, his relevant knowledge of the industry, market participants and the basis of his guilty plea in United States v. Robert W. Stein, 2:12-CR-140 (D.N.J.); (ii) produc[e] all relevant documents relating to purchases of New Jersey Tax Sale Certificates and damages, as well as documents sufficient to evidence any collusive meetings by bidders at New Jersey tax sale auctions and how any alleged conspiracy was formed, implemented, and enforced, to the extent known by Stein, (iii) making himself available for such interviews and depositions as are reasonably required by Class Counsel, and (iv) making himself available at trial in person, by deposition, or affidavit, whichever is legally necessary and reasonably possible, to testify as reasonably required by Class Counsel and to not assert his right against self-incrimination in these proceedings On or about June 20, 2014, Stein paid $115,000 pursuant to the Stein Settlement Agreement. The money has been deposited into an escrow account at 174 See Stein Settlement Agreement attached as Exhibit C to the June 27, 2014 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlements With Norman T. Remick, American Tax Funding, LLC, Robert W. Stein, and Lambros Xethalis, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel and Approval of Class Notice [ECF No ] at Id., at

113 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 113 of 158 PageID: 6340 Huntington Bank, and invested in money market funds earning interest, and is fully insured by the FDIC. As of February 1, 2016, the Stein settlement account, with interest, totals $115, Based on information received from Stein during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $115,000 cash payment and the cooperation that Stein agreed to provide constitutes a fair, reasonable, and adequate settlement In connection with the Stein settlement agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with Stein, which governs the settlement funds paid by Stein In connection with the Stein settlement agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with Stein. Plaintiffs preliminary approval motion was filed on June 27, On January 29, 2015, Judge Shipp preliminarily approved the Stein settlement agreement ECF No ECF No

114 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 114 of 158 PageID: Xethalis Settlement Agreement 231. In or around early December 2013, Lead Counsel began settlement negotiations with defendant Xethalis. At first, those negotiations involved Lead Counsel and Xethalis directly, since he was not then represented by counsel. Over time, those discussions came to involve Mr. Xethalis counsel from Isicoff, Ragatz & Koenigsberg in Miami, Florida. Those discussions involved Lead Counsel and Jay Koenigsberg at Isicoff, Ragatz & Koenigsberg In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately three months. The settlement negotiations were vigorously contested and conducted by highly experienced counsel in the utmost good faith During the settlement negotiations, Xethalis provided sufficient information to Lead Counsel that he was unable to satisfy a judgment. However, from the outset, he indicated that he was ready, willing and able to provide Lead Counsel with whatever information he possessed concerning his participation in the New Jersey tax liens market, including his employment at defendant Mooring. In addition, he shared with Lead Counsel an agreement he entered into with the Department of Justice in which he was granted immunity from prosecution in connection with the DOJ s ongoing criminal investigation of the New Jersey tax liens industry. Thus, although Xethalis was not able to contribute financially to a

115 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 115 of 158 PageID: 6342 settlement, Lead Counsel believed that his cooperation would be important in pursuing the case against other defendants, especially Mooring, who was one of only six defendants remaining at the time settlement negotiations began with Xethalis Over the course of the negotiations with Xethalis, the terms of the Xethalis Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and Xethalis counsel Ultimately, the Xethalis Settlement Agreement was executed on April 1, Pursuant to the Xethalis Settlement Agreement, Xethalis agreed to fully cooperate with Plaintiffs by providing, among other things: (i) a full account of all known facts relevant to this litigation; (ii) identification of any collusive meetings by bidders at New Jersey tax sale auctions and how any alleged conspiracy was formed; (iii) information concerning the organizational structure of defendant Mooring Tax Asset Group, LLC, or any other defendant for whom Xethalis worked for during the relevant period; (iv) any known involvement of Xethalis' superiors in the alleged conspiracy; (v) all relevant documents in Xethalis' possession or control relevant to this litigation; and (vi) by making himself available for reasonable and necessary interviews, depositions, or trial 178 Xethalis did not hold any TSC s acquired during the Class Period, and therefore, unlike other settling defendants, did not agree to provide discounts off of the amounts owed on any such TSCs

116 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 116 of 158 PageID: 6343 testimony. 179 Following the execution of the Xethalis Settlement Agreement, Xethalis personally provided a proffer to Lead Counsel, during which he provided all known information about the alleged conspiracy and his involvement with defendant Mooring. The proffer took place in person in New York City Based on information received from Xethalis during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the value of the cooperation that Xethalis provided and agreed to provide under the settlement agreement, constitutes a fair, reasonable, and adequate settlement In connection with the Xethalis settlement agreement, Lead Counsel expended significant time and resources in order to consummate a settlement In connection with the Xethalis settlement agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with Xethalis. Plaintiffs preliminary approval motion was filed on June 27, On 179 See Xethalis Settlement Agreement attached as Exhibit D to the June 27, 2014 Declaration of Seth Gassman in Support of Motion for Preliminary Approval of Settlements With Norman T. Remick, American Tax Funding, LLC, Robert W. Stein, and Lambros Xethalis, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel and Approval of Class Notice [ECF No ] at ECF No

117 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 117 of 158 PageID: 6344 January 29, 2015, Judge Shipp preliminarily approved the Xethalis settlement agreement. 181 D. Settlement Negotiations with the Crestar, Del Vecchio, BankAtlantic, PAM, Mooring, Wolfson, and Mastellone Defendants 239. In a period stretching from late 2012 through 2015, Lead Counsel intensively negotiated settlements with various counsel representing the Crestar, Del Vecchio, BankAtlantic, PAM, Mooring, Wolfson, and Mastellone Defendants. The following describes those negotiations, summarizes the key portions of the settlements, and describes the work performed by Lead Counsel in connection with the settlements. 1. Crestar Defendants Settlement Agreement 240. In or around late 2012-early 2013, Lead Counsel began settlement negotiations with counsel for the Crestar Defendants from Dilworth Paxson LLP in Philadelphia, Pennsylvania. Those negotiations involved Lead Counsel and Jay Kagan from Dilworth Paxson In connection with the settlement negotiations, there were numerous telephonic and in-person meetings over the course of approximately 1.5 years. One of the in-person meetings occurred in the Chambers involving Judge Shipp, and included Lead Counsel, counsel for the Crestar Defendants, and William Green, the President of the Crestar Defendants. 181 See January 29, 2015 Order at ECF No

118 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 118 of 158 PageID: Because the Crestar Defendants could have participated in the alleged conspiracy for, at most, only a four month period, they believed that they should not have to pay any money in connection with a settlement. In addition, during the settlement negotiations, counsel for the Crestar Defendants represented that they would not be charged in connection with the DOJ s investigation into the New Jersey tax lien industry, and none of the Crestar Defendants would be pleading guilty to any charges. Indeed, none of the Crestar Defendants (or any of their employees excluding the Butler/Farber Defendants) were ever indicted and none pled guilty At the outset of the settlement negotiations with the Crestar Defendants, and through the course of most of the settlement negotiations, the Crestar Defendants demanded that plaintiffs accept an extremely low settlement. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, the Crestar Defendants originally would not agree to provide discounts to those property owners who were the subject of TSCs still owned by the Crestar Defendants and which they acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Further, the Crestar Defendants did not wish to provide plaintiffs with cooperation since they believed they did nothing wrong, and therefore, had no cooperation to offer. The settlement negotiations

119 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 119 of 158 PageID: 6346 were extremely contentious, and broke down on several occasions, and in one case, resulted in the absence of negotiations for approximately one year. Over the course of the negotiations, the terms of the Crestar Defendants settlement agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for Crestar Defendants Ultimately, the Crestar Defendants settlement agreement was executed on December 22, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $80,000; 2) a 15% discount off of the redemption amount on the lien still held by the Crestar Defendants and purchased during the Class Period; and 3) (despite the Crestar Defendants initial resistance) certain cooperation against the remaining defendants upon final approval On or about December 31, 2014, the Crestar Defendants paid $80,000 pursuant to the Crestar settlement agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest, and fully insured by the FDIC. As of February 1, 2016, the Crestar settlement account, with interest, totals $80, See Crestar Defendants Settlement Agreement attached as Exhibit A to the March 27, 2015 Declaration of Jason A. Zweig in Support of Plaintiffs Motion for Preliminary Approval of Class Settlements With Crestar Defendants, Mooring, Mastellone, Del Vecchio Defendants, BankAtlantic Defendants, PAM Defendants, and Wolfson Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel, Appointment of Interim Liaison Counsel as Liaison Counsel and Approval of Class Notice and Plan of Distribution [ECF No at pp ] at

120 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 120 of 158 PageID: Based on information received from the Crestar Defendants during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $80,000 cash payment, the 15% discount redemption offer, and the cooperation that the Crestar Defendants agreed to provide, constitutes a fair, reasonable, and adequate settlement In connection with the Crestar Defendants Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with the Crestar Defendants, which governs the settlement funds paid by the Crestar Defendants In connection with the Crestar Defendants Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with the Crestar Defendants. Plaintiffs preliminary approval motion was filed on March 27, On April 15, 2015, purported objectors Arlene Davies, Laura S. Zahn, and Todd. R. Zahn belatedly filed an opposition to the preliminary approval motion. 184 Plaintiffs reviewed the opposition, researched the 183 ECF No ECF No

121 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 121 of 158 PageID: 6348 law cited therein, and prepared and submitted a reply, responding to the arguments raised by the purported objectors. 185 Plaintiffs then submitted a letter to Judge Shipp, informing the Court of the jury s verdict in USA v. Wolfson. 186 On October 14, 2015, the purported objectors then filed a response to this letter. 187 The Court held a preliminary approval hearing on October 29, At the hearing, Judge Shipp heard argument from Lead Counsel and counsel for the purported objectors. 188 Ultimately, Judge Shipp rejected each of the purported objectors arguments, and on October 30, 2015, Judge Shipp entered an order preliminarily approving the Crestar Defendants Settlement Agreement (and related agreements filed with the March 27, 2015 preliminary approval motion) Del Vecchio Defendants Settlement Agreement 249. In or around September 2013, Lead Counsel began settlement negotiations with counsel for the Del Vecchio Defendants from Goldenberg, Mackler, Sayegh & Mintz, P.C. in New Jersey. Those negotiations involved Lead Counsel and Keith Bonchi from Goldenberg, Mackler, Sayegh & Mintz In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately 1.5 years. 185 ECF No ECF No ECF No ECF No ECF Nos. 426,

122 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 122 of 158 PageID: During the settlement negotiations, the Del Vecchio Defendants counsel provided to Lead Counsel financial information concerning the Del Vecchio Defendants participation in the conspiracy, including the amount of liens upon which the Del Vecchio Defendants had colluded, and the amount of interest associated with those liens. These were the same figures that the Del Vecchio Defendants had provided to the Department of Justice, and that the Department of Justice had accepted as being accurate At the outset of the settlement negotiations with the Del Vecchio Defendants, the Del Vecchio Defendants demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, the Del Vecchio Defendants originally would not agree to provide discounts to those property owners who were the subject of TSCs still owned by the Del Vecchio Defendants and which they acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Further, the Del Vecchio Defendants did not wish to provide plaintiffs with cooperation. Over the course of the negotiations, the terms of the Del Vecchio Defendants Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for the Del Vecchio Defendants

123 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 123 of 158 PageID: Ultimately, the Del Vecchio Defendants Settlement Agreement was executed on February 17, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $135,000; 2) a 15% discount off of the redemption amount on TSCs still held by the Del Vecchio Defendants and purchased during the Class Period; and 3) (despite the Del Vecchio Defendants initial resistance) certain cooperation against the remaining defendants upon final approval On or about February 27, 2015, the Del Vecchio Defendants paid $135,000 pursuant to the Del Vecchio settlement agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest, and is fully insured by the FDIC. As of February 1, 2016, the Del Vecchio settlement account, with interest, totals $135, Based on information received from the Del Vecchio Defendants during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $135,000 cash payment, the 15% discount redemption offer, and the cooperation that the Del 190 See Del Vecchio Defendants Settlement Agreement attached as Exhibit D to the March 27, 2015 Declaration of Jason A. Zweig in Support of Plaintiffs Motion for Preliminary Approval of Class Settlements With Crestar Defendants, Mooring, Mastellone, Del Vecchio Defendants, BankAtlantic Defendants, PAM Defendants, and Wolfson Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel, Appointment of Interim Liaison Counsel as Liaison Counsel and Approval of Class Notice and Plan of Distribution [ECF No at pp ] at

124 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 124 of 158 PageID: 6351 Vecchio Defendants agreed to provide, constitutes a fair, reasonable, and adequate settlement. Indeed, the $135,000 settlement amount vastly exceeds the $20,000 criminal fine Del Vecchio was ordered to pay, and based on their investigation, Lead Counsel believe that the $135,000 settlement amount exceeds the amount of interest that was subject to the conspiracy In connection with the Del Vecchio Defendants Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with the Del Vecchio Defendants, which governs the settlement funds paid by the Del Vecchio Defendants In connection with the Del Vecchio Defendants Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with the Del Vecchio Defendants. Plaintiffs preliminary approval motion was filed on March 27, On April 15, 2015, purported objectors Arlene Davies, Laura S. Zahn, and Todd. R. Zahn, belatedly filed an opposition to the preliminary approval motion. 192 Plaintiffs reviewed the opposition, researched the law cited therein, and prepared and submitted a reply, responding to the 191 ECF No ECF No

125 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 125 of 158 PageID: 6352 arguments raised by the purported objectors. 193 Plaintiffs then submitted a letter to Judge Shipp, informing the Court of the jury s verdict in USA v. Wolfson. 194 On October 14, 2015, the purported objectors then filed a response to this letter. 195 The Court held a preliminary approval hearing on October 29, At the hearing, Judge Shipp heard argument from Lead Counsel and counsel for the purported objectors. 196 Ultimately, Judge Shipp rejected each of the purported objectors arguments, and on October 30, 2015, Judge Shipp entered an order preliminarily approving the Del Vecchio Defendants Settlement Agreement (and related agreements filed with the March 27, 2015 preliminary approval motion) The BankAtlantic and PAM Defendants Settlement Agreement 258. In or around June 2014, Lead Counsel began settlement negotiations with counsel for the BankAtlantic Defendants from Carella, Byrne, Cecchi, Olstein, Brody & Agnello, P.C. in Roseland, New Jersey. Those negotiations involved Lead Counsel and James Cecchi of Carella Byrne. In addition, in early 2014, Lead Counsel separately began settlement negotiations with counsel for the PAM Defendants from Greenbaum, Rowe, Smith & Davis LLP in Woodbridge, New Jersey. Those negotiations involved Lead Counsel and Gary Wolinetz and 193 ECF No ECF No ECF No ECF No ECF Nos. 426,

126 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 126 of 158 PageID: 6353 Emily Kaller of Greenbaum Rowe. At first, the settlement discussions were conducted independently from one another. However, at some point, because of the existence of several ongoing settlement discussions, Lead Counsel requested that the then remaining defendants - the BankAtlantic Defendants, the PAM Defendants, the Wolfson Defendants, the Crestar Defendants, Mooring and Mastellone jointly present a settlement figure that would include all of these remaining defendants. Ultimately, however, these negotiations broke down, leaving only the BankAtlantic and PAM Defendants left to negotiate with jointly In connection with the settlement negotiations, there were numerous telephonic meetings and in-person meetings over the course of approximately eight months During the settlement negotiations, the BankAtlantic and PAM Defendants respective counsel provided Lead Counsel with financial information concerning the amount of liens each defendant purchased in New Jersey during the relevant period of time. In addition, counsel for both defendants represented that neither would be charged in connection with the DOJ s ongoing criminal investigation into the New Jersey tax liens industry, and would not be pleading guilty to any related charges. In fact, these representations were embodied in the settlement agreement with these defendants. Indeed, none of the BankAtlantic or PAM Defendants (or their employees) were ever indicted or pled guilty

127 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 127 of 158 PageID: At the outset of the settlement negotiations with these defendants, they demanded that plaintiffs accept extremely low settlement amounts. Lead Counsel refused to accept those amounts and ultimately negotiated significantly higher settlement. In addition, these defendants would not agree to provide discounts to those property owners who were the subject of TSCs still owned by the BankAtlantic and PAM Defendants and which they acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Further, the BankAtlantic and PAM Defendants did not wish to provide plaintiffs with cooperation. Over the course of the negotiations, the terms of the BankAtlantic and PAM Settlement Agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for the BankAtlantic and PAM Defendants Ultimately, the BankAtlantic and PAM Defendants Settlement Agreement was executed on March 2, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $500,000 ($400,000 of which was to be paid by the BankAtlantic Defendants and $100,000 of which was to be paid by the PAM Defendants); 2) a 15% discount off of the redemption amount on TSCs still held by the BankAtlantic and PAM Defendants and purchased during the Class Period; and 3) (despite these defendants initial

128 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 128 of 158 PageID: 6355 resistance) certain cooperation against the remaining defendants upon final approval On or about March 20, 2015, the BankAtlantic Defendants paid $400,000, and on or about March 18, 2015, the PAM Defendants paid $100,000, pursuant to the BankAtlantic and PAM Defendants Settlement Agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest, and is fully insured by the FDIC. As of February 1, 2016, the BankAtlantic and PAM Defendants settlement account, with interest, totals $500, Based on information received from the BankAtlantic and PAM Defendants during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $500,000 payment, the 15% discount redemption offer, and the cooperation that the BankAtlantic and PAM Defendants agreed to provide, constitutes a fair, reasonable, and adequate settlement. 198 See BankAtlantic and PAM Defendants Settlement Agreement attached as Exhibit E to the March 27, 2015 Declaration of Jason A. Zweig in Support of Plaintiffs Motion for Preliminary Approval of Class Settlements With Crestar Defendants, Mooring, Mastellone, Del Vecchio Defendants, BankAtlantic Defendants, PAM Defendants, and Wolfson Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel, Appointment of Interim Liaison Counsel as Liaison Counsel and Approval of Class Notice and Plan of Distribution [ECF No at pp ] at

129 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 129 of 158 PageID: In connection with the BankAtlantic and PAM Defendants settlement agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with the BankAtlantic and PAM Defendants, which governs the settlement funds paid by them In connection with the BankAtlantic and PAM Defendants Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with the BankAtlantic and PAM Defendants. Plaintiffs preliminary approval motion was filed on March 27, On April 15, 2015, purported objectors Arlene Davies, Laura S. Zahn, and Todd. R. Zahn, belatedly filed an opposition to the preliminary approval motion. 200 Plaintiffs reviewed the opposition, researched the law cited therein, and prepared and submitted a reply, responding to the arguments raised by the purported objectors. 201 Plaintiffs then submitted a letter to Judge Shipp, informing the Court of the jury s verdict in USA v. Wolfson. 202 On October 14, 2015, the purported objectors then filed a response 199 ECF No ECF No ECF No ECF No

130 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 130 of 158 PageID: 6357 to this letter. 203 The Court held a preliminary approval hearing on October 29, At the hearing, Judge Shipp heard argument from Lead Counsel and counsel for the purported objectors. 204 Ultimately, Judge Shipp rejected each of the purported objectors arguments, and on October 30, 2015, Judge Shipp entered an order preliminarily approving the BankAtlantic and PAM Defendants Settlement Agreements (and related agreements filed with the March 27, 2015 preliminary approval motion) The Mooring Settlement Agreement 267. In or around January 2013, Lead Counsel began settlement negotiations with counsel for defendant Mooring from Schlam Stone & Dolan LLP in New York City. Those negotiations involved Lead Counsel and Jeffrey Eilender and John Lundin from Schlam Stone In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately two years. The settlement negotiations were often quite contentious, and on several occasions, broke down. In fact, at one point, no negotiations took place for about one year During the settlement negotiations, Mooring provided to Lead Counsel financial information concerning Mooring s participation in the market for 203 ECF No ECF No ECF Nos. 426 and

131 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 131 of 158 PageID: 6358 tax liens in New Jersey, and financial statements that depicted Mooring s financial condition. In addition, Mooring s counsel represented that it had sold most of its assets, and was winding down its business. Further, Mooring s counsel also represented that Mooring would not be criminally charged in connection with the DOJ s ongoing criminal investigation into the New Jersey tax liens industry, and that Mooring would also not be pleading to any charges. Indeed, neither Mooring nor any of its employees were ever indicted or pled guilty. Given Mooring s financial condition, the representations made by Mooring s counsel, and the fact that plaintiffs would be unable to collect any judgment from MTAG as a result of a prior ruling in this case, Lead Counsel developed serious concerns about their ability to satisfy any judgment against Mooring At the outset of the settlement negotiations with Mooring, Mooring demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, Mooring originally would not agree to provide discounts to those property owners who were the subject of TSCs still owned by Mooring and which it acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Further, Mooring did not wish to provide plaintiffs with cooperation. Over the course of the negotiations, the terms of the Mooring Settlement Agreement were vigorously,

132 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 132 of 158 PageID: 6359 extensively, and intensively negotiated between Lead Counsel and counsel for Mooring Ultimately, the Mooring settlement agreement was executed on February 5, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $300,000; 2) a 15% discount off of the redemption amount on the lien still held by Mooring and purchased during the Class Period; and 3) (despite Mooring s initial resistance) certain cooperation against the remaining defendants upon final approval On or about February 24, 2015, Mooring paid $300,000 pursuant to the Mooring settlement agreement. The money has been deposited into an escrow account at Huntington Bank, and invested in money market funds earning interest, and is fully insured by the FDIC. As of February 1, 2016, the Mooring settlement account, with interest, totals $300, Based on information received from Mooring during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $300,000 cash payment, the 15% 206 See Mooring Settlement Agreement attached as Exhibit B to the March 27, 2015 Declaration of Jason A. Zweig in Support of Plaintiffs Motion for Preliminary Approval of Class Settlements With Crestar Defendants, Mooring, Mastellone, Del Vecchio Defendants, BankAtlantic Defendants, PAM Defendants, and Wolfson Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel, Appointment of Interim Liaison Counsel as Liaison Counsel and Approval of Class Notice and Plan of Distribution [ECF No at pp ] at

133 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 133 of 158 PageID: 6360 discount offer, and the cooperation that Mooring agreed to provide, constitutes a fair, reasonable, and adequate settlement In connection with the Mooring Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with Mooring, which governs the settlement funds paid by Mooring In connection with the Mooring settlement agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with Mooring. Plaintiffs preliminary approval motion was filed on March 27, On April 15, 2015, purported objectors Arlene Davies, Laura S. Zahn, and Todd. R. Zahn, belatedly filed an opposition to the preliminary approval motion. 208 Plaintiffs reviewed the opposition, researched the law cited therein, and prepared and submitted a reply, responding to the arguments raised by the purported objectors. 209 Plaintiffs then submitted a letter to Judge Shipp, informing the Court of the jury s verdict in USA v. Wolfson. 210 On October 14, 2015, the purported 207 ECF No ECF No ECF No ECF No

134 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 134 of 158 PageID: 6361 objectors then filed a response to this letter. 211 The Court held a preliminary approval hearing on October 29, At the hearing, Judge Shipp heard argument from Lead Counsel and counsel for the purported objectors. 212 Ultimately, Judge Shipp rejected each of the purported objectors arguments, and on October 30, 2015, Judge Shipp entered an order preliminarily approving the Mooring Settlement Agreement (and related agreements filed with the March 27, 2015 preliminary approval motion) The Wolfson Defendants Settlement Agreement 276. In or around mid-2013, Lead Counsel began settlement negotiations with counsel for the Wolfson Defendants from Jacobs & Barbone, P.A. in Atlantic City, New Jersey. Those negotiations involved Lead Counsel and Mike Myers from Jacobs & Barbone In connection with the settlement negotiations, there were numerous telephonic and in-person meetings over the course of approximately 1.5 years. One of the in-person meetings took place in October 2013, in Judge Shipp s Chambers. That meeting in Chambers involved Lead Counsel, counsel for the Wolfson Defendants, and Jake Simon, a representative of the Wolfson Defendants. At that meeting and throughout the settlement negotiations, the Wolfson Defendants 211 ECF No ECF No ECF Nos. 426 and

135 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 135 of 158 PageID: 6362 strongly denied liability. The settlement negotiations were often contentious and on several occasions, broke down During the settlement negotiations, the Wolfson Defendants provided to Lead Counsel financial information concerning the Wolfson Defendants participation in the market for tax liens in New Jersey, and financial statements that depicted the Wolfson Defendants financial condition At the outset of the settlement negotiations with the Wolfson Defendants, the Wolfson Defendants demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount and ultimately negotiated a significantly higher settlement. In addition, the Wolfson Defendants originally would not agree to provide discounts to those property owners who were the subject of TSCs still owned by the Wolfson Defendants and which they acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Further, the Wolfson Defendants did not wish to provide plaintiffs with cooperation. Over the course of the negotiations, the terms of the Wolfson Defendants settlement agreement were vigorously, extensively, and intensively negotiated between Lead Counsel and counsel for the Wolfson Defendants Ultimately, the Wolfson Defendants Settlement Agreement was executed on March 2, The settlement generally provides three benefits to the

136 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 136 of 158 PageID: 6363 settlement class: 1) a cash payment of $125,000; 2) a 15% discount off of the redemption amount on TSCs still held by the Wolfson Defendants and purchased during the Class Period; and 3) certain cooperation against the remaining defendants upon final approval The Wolfson Defendants Settlement Agreement provided that payment of the $125,000 settlement consideration was to be paid in installments and that all payments would be made within 240 days following the execution of the agreement. 215 On May 11, 2015, Class Counsel ed counsel for the Wolfson Defendants, reminding of them of their obligation to make their first settlement payment, and inquiring as to whether they would be doing so. 216 The following day, counsel for the Wolfson Defendants replied and explained that the Wolfson Defendants were having a cash flow problem, but that they had several real estate sales scheduled for near future, and that these sales would fund the 214 See Wolfson Defendants Settlement Agreement attached as Exhibit F to the March 27, 2015 Declaration of Jason A. Zweig in Support of Plaintiffs Motion for Preliminary Approval of Class Settlements With Crestar Defendants, Mooring, Mastellone, Del Vecchio Defendants, BankAtlantic Defendants, PAM Defendants, and Wolfson Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel, Appointment of Interim Liaison Counsel as Liaison Counsel and Approval of Class Notice and Plan of Distribution [ECF No at pp ] at Wolfson Defendants Settlement Agreement, at May 11, from Jason Zweig to Michael Myers. A true and correct copy of this document is attached as Exhibit 15 to this Declaration

137 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 137 of 158 PageID: 6364 settlement payment. 217 Following some negotiation between Lead Counsel and counsel for the Wolfson Defendants, the parties agreed to modify the settlement payment terms, and agreed that by September 30, 2015, the Wolfson Defendants would make the entire $125,000 settlement payment. 218 On September 16, 2015, Lead Counsel ed counsel for the Wolfson Defendants to remind them of their upcoming settlement payment. 219 Following this , Lead Counsel and counsel for the Wolfson Defendants had several telephonic communications in which Lead Counsel was informed that the Wolfson Defendants continued to have a cash flow problem, due in part to legal expenses associated with the Wolfson Defendants criminal trial. Counsel for the Wolfson Defendants also offered to provide Lead Counsel with a mortgage on a specific property that was to be sold in January All of this was embodied in an October 9, from counsel for the Wolfson Defendants to Lead Counsel. 220 On October 29, 2015, counsel for the Wolfson Defendants sent a sale contract and a draft mortgage to Lead Counsel, relating to the property that the Wolfson Defendants planned to sell for proceeds to 217 May 12, from Michael Myers to Jason Zweig. A true and correct copy of this document is attached as Exhibit 16 to this Declaration. 218 ECF No September 16, from Jason Zweig to Michael Myers. A true and correct copy of this document is attached as Exhibit 17 to this declaration. 220 A true and correct copy of this document is attached as Exhibit 18 to this Declaration

138 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 138 of 158 PageID: 6365 pay the amount owed under the settlement agreement. 221 The mortgage was not executed and the Wolfson Defendants have not provided Lead Counsel with an executed mortgage. In late 2015 and early 2016, Lead Counsel continued to have discussions with counsel for the Wolfson Defendants regarding their settlement payment. On January 27, 2016, counsel for the Wolfson Defendants again reiterated the Wolfson Defendants intention to make the $125,000 settlement payment. 222 On February 3, 2016, Lead Counsel informed counsel for the Wolfson Defendants that unless full payment of the settlement amount was received by March 14, 2016, Lead Counsel would have no choice but to terminate the settlement agreement. As of the date of the filing of this Joint Declaration, the Wolfson Defendants remain in breach of the settlement agreement for failing to pay the settlement amount Based on information received from the Wolfson Defendants during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $125,000 cash payment, the 15% discount offer, and the cooperation that the Wolfson Defendants agreed to provide, constitutes a fair, reasonable, and adequate settlement. 221 A true and correct copy of the sale contract and mortgage are attached as Exhibits 19 and 20 respectively, to this Declaration. 222 January 27, from Kevin Balistreri to Jason Zweig. A true and correct copy of this document is attached as Exhibit 21 to this Declaration

139 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 139 of 158 PageID: In connection with the Wolfson Defendants Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with the Wolfson Defendants, which will govern the settlement funds to be paid by the Wolfson Defendants In connection with the Wolfson Defendants Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with the Wolfson Defendants. Plaintiffs preliminary approval motion was filed on March 27, On April 15, 2015, purported objectors Arlene Davies, Laura S. Zahn, and Todd. R. Zahn, belatedly filed an opposition to the preliminary approval motion. 224 Plaintiffs reviewed the opposition, researched the law cited therein, and prepared and submitted a reply, responding to the arguments raised by the purported objectors. 225 Plaintiffs then submitted a letter to Judge Shipp, informing the Court of the jury s verdict in USA v. Wolfson. 226 On October 14, 2015, the purported objectors then filed a response to this letter. 227 The 223 ECF No ECF No ECF No ECF No ECF No

140 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 140 of 158 PageID: 6367 Court held a preliminary approval hearing on October 29, At the hearing, Judge Shipp heard argument from Lead Counsel and counsel for the purported objectors. 228 Ultimately, Judge Shipp rejected each of the purported objectors arguments, and on October 30, 2015, Judge Shipp entered an order preliminarily approving the Wolfson Defendants Settlement Agreement (and related agreements filed with the March 27, 2015 preliminary approval motion) The Mastellone Settlement Agreement 285. In or around early 2014, Lead Counsel began settlement negotiations with counsel for defendant Mastellone, Gary Cutler In connection with the settlement negotiations, there were numerous telephonic meetings over the course of approximately eight months. The settlement negotiations were often quite contentious, and, ultimately, broke down During the settlement negotiations, Mastellone provided to Lead Counsel financial information concerning Mastellone s participation in the market for tax liens in New Jersey, and financial information that depicted Mastellone s financial condition Because the parties were unable to reach a settlement on their own, Judge Bongiovanni directed the appointment of a mediator in an attempt to forge a settlement among the parties. Lead Counsel and counsel for Mastellone (along 228 ECF No ECF Nos. 426 and

141 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 141 of 158 PageID: 6368 with Mastellone and his wife) participated in a full day mediation session in Newark with the appointed mediator Bruce I. Goldstein of the McCusker Anselmi firm, a distinguished attorney and a highly experienced mediator. The full-day mediation session involved a detailed exchange of information and numerous settlement demands and counter-offers, and ultimately, a settlement in principle was reached. Mr. Goldstein was instrumental in the settlement reached between plaintiffs and Mastellone Prior to the mediation session, the mediator asked the parties to provide mediation statements outlining their respective positions. Lead Counsel prepared and submitted a mediation statement to the mediator At the outset of the settlement negotiations with Mastellone, and during the mediation, Mastellone demanded that plaintiffs accept an extremely low settlement amount. Lead Counsel refused to accept that amount, and the mediation resulted in a significantly higher settlement. In addition, Mastellone would not agree to provide discounts to those property owners who were the subject of TSCs still owned by Mastellone and which he acquired during the Class Period. However, Lead Counsel insisted that any settlement include discount relief for these class members. Over the course of the negotiations, the terms of the Mastellone settlement agreement were vigorously, extensively, and intensively

142 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 142 of 158 PageID: 6369 negotiated between Lead Counsel and counsel for Mastellone, including under the aegis of the mediator Ultimately, the Mastellone settlement agreement was executed on February 13, The settlement generally provides three benefits to the settlement class: 1) a cash payment of $115,000; 2) a 15% discount off of the redemption amount on TSCs still held by Mastellone and purchased during the Class Period; and 3) certain cooperation against the remaining defendants upon final approval. 230 On or about May 13, 2015, pursuant to the Mastellone settlement agreement, Mastellone paid $115,000 into an escrow account at Huntington Bank, and the funds have been invested in money market funds earning interest, and are fully insured by the FDIC. As of February 1, 2016, the Mastellone settlement account, with interest, totals $115, Based on information received from Mastellone during settlement negotiations, and Lead Counsel s investigation and evaluation of the facts and law, plaintiffs believe that the combined value of the $115,000 cash payment the 15% 230 See Mastellone Settlement Agreement attached as Exhibit C to the March 27, 2015 Declaration of Jason A. Zweig in Support of Plaintiffs Motion for Preliminary Approval of Class Settlements With Crestar Defendants, Mooring, Mastellone, Del Vecchio Defendants, BankAtlantic Defendants, PAM Defendants, and Wolfson Defendants, Preliminary Certification of Settlement Class, Appointment of Interim Class Counsel as Settlement Class Counsel, Appointment of Interim Liaison Counsel as Liaison Counsel and Approval of Class Notice and Plan of Distribution [ECF No at pp ] at

143 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 143 of 158 PageID: 6370 discount offer, and the cooperation that Mastellone agreed to provide, constitutes a fair, reasonable, and adequate settlement In connection with the Mastellone Settlement Agreement, Lead Counsel expended significant time and resources in order to consummate a settlement. In addition, Lead Counsel also negotiated and consummated an escrow agreement with Mastellone, which governs the settlement funds paid by Mastellone In connection with the Mastellone Settlement Agreement, Lead Counsel prepared a preliminary approval motion, consisting of a memorandum of law, and a declaration attesting to certain details of the settlement negotiations with Mastellone. Plaintiffs preliminary approval motion was filed on March 27, On April 15, 2015, objectors Arlene Davies, Laura S. Zahn, and Todd. R. Zahn, belatedly filed an opposition to the preliminary approval motion. 232 Plaintiffs reviewed the opposition, researched the law cited therein, and prepared and submitted a reply, responding to the arguments raised by the purported objectors. 233 Plaintiffs then submitted a letter to Judge Shipp, informing the Court of the jury s verdict in USA v. Wolfson. 234 On October 14, 2015, the purported 231 ECF No ECF No ECF No ECF No

144 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 144 of 158 PageID: 6371 objectors then filed a response to this letter. 235 The Court held a preliminary approval hearing on October 29, At the hearing, Judge Shipp heard argument from Lead Counsel and the purported objectors. 236 Ultimately, Judge Shipp rejected each of the purported objectors arguments, and on October 30, 2015, Judge Shipp entered an order preliminarily approving the Mastellone Settlement Agreement (and related agreements filed with the March 27, 2015 preliminary approval motion). 237 IV. PLAINTIFFS COUNSEL HAS KEPT THE NAMED PLAINTIFFS INFORMED OF THE LITIGATION 295. Throughout the course of this litigation, Lead Counsel, as well as certain other plaintiffs counsel, have kept the named plaintiffs 238 generally informed of the status of this litigation. This includes keeping the named plaintiffs informed of settlement negotiations as they were happening, and prior to Lead Counsel executing the various settlement agreements with defendants. 235 ECF No ECF No ECF Nos. 426, The named plaintiffs are Gila Bauer; Melissa Jacobs; Son, Inc.; and, jointly, Donald W. Schmidt and Frances W. Schmidt. At one time, Arlene Davies was also a named plaintiff. However, after expressing to Lead Counsel total disagreement with the initial settlements reached by plaintiffs as well as various other aspects of the litigation, and when Lead Counsel were unable to persuade Ms. Davies of the fairness, reasonableness, and adequacy of the settlements following numerous conversations and meetings between Lead Counsel and Ms. Davies (and her son), Ms. Davies ceased being a named plaintiff representing the interests of the class

145 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 145 of 158 PageID: In addition to communications from the named plaintiffs, throughout the course of this litigation, Lead Counsel has received dozens of phone calls from potential members of the class. Lead Counsel has spoken with these individuals and answered their questions. V. PLAN OF ALLOCATION 297. The proposed Plan of Allocation is the same Plan of Allocation that was preliminarily approved by the Court on October 30, The proposed Plan of Allocation was also disclosed in the long form notice approved by the Court, which has been made available to potential members of the Class, and is currently posted on the court approved website The Settlement Fund (the total of all settlements), increased by any interest earned on the Settlement Fund while held in escrow, but as discussed below - reduced by any amounts approved by the Court for settlement notice and claims administration, payment of attorneys fees, reimbursement of plaintiffs counsel s litigation expenses, and incentive awards to Class Representatives, will be apportioned among the Settlement Class according to the following Plan of Allocation. A Settlement Class Member will be eligible to receive a portion of each settlement, unless the Settlement Class Member elected to opt out of one or more settlements. In that case, the Settlement Class Member will not be eligible to 239 ECF Nos. 426,

146 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 146 of 158 PageID: 6373 receive any monies from any settlement that the Settlement Class Member opted out of The available settlement funds with respect to each settlement will be distributed to those eligible individuals and entities who did not ask to be excluded from a particular settlement, and who filed a proper, validly sworn and timely claim form. Each such person or entity is called an Authorized Claimant. With respect to each settlement, the Claims Administrator (Gilardi), will determine each Authorized Claimant s pro rata share of the available funds from each settlement In order to determine the value of each Authorized Claimant s pro rata share of each individual settlement, the Claims Administrator will collect from each Authorized Claimant the face amount of the lien purchased by a defendant. The Claims Administrator will consider only the face value of the lien that was purchased at a public tax lien auction in New Jersey by a defendant, and will not consider the face value of any subsequent liens that the defendant acquired with respect to the original lien such defendant purchased at auction. The Claims Administrator will then multiply the face value of the tax lien by the interest rate fixed on the lien that resulted from the auction to arrive at a dollar figure called the Lien Distribution Value. For each settlement, the Claims Administrator will then add each individual Lien Distribution Value for every Authorized Claimant to arrive at an Aggregate Lien Distribution Value for each settlement. For each

147 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 147 of 158 PageID: 6374 Authorized Claimant, the Claims Administrator will then divide an Authorized Claimant s Lien Distribution Value by the Aggregate Lien Distribution Value of all Authorized Claimants, and that calculation will yield a percentage. That percentage will then be multiplied by the amount of available settlement funds with regard to a particular settlement, and that number will be the amount of a particular settlement to which an Authorized Claimant is entitled. The Claims Administrator will do this for each settlement for each Authorized Claimant, and then, each Authorized Claimant s pro rata share of each settlement will be aggregated to determine the Authorized Claimant s pro rata share from all settlements. The aggregated Authorized Claimant s pro rata share from all settlements in which each Authorized Claimant is entitled to participate, will equal the amount of all settlement funds the Authorized Claimant is entitled to receive Once the time period for Settlement Class Members to submit verified Claim Forms has elapsed, the Claims Administrator will determine if the claims of Authorized Claimants would use all of the funds allocated to the Settlement Class through the Plan of Allocation discussed in this notice. If, after payment of the Settlement Fund to members of the class, and payment of attorneys fees, there are still monies left over in the Settlement Fund, Class Counsel will consider whether the amount of remaining settlement monies warrants a second distribution to members of the class, or whether the remaining settlement monies should be

148 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 148 of 158 PageID: 6375 distributed to charities designated by the parties, and approved by the Court, that focus on assisting distressed homeowners. Such payments are known as cy pres payments. VI. ATTORNEYS FEES AND EXPENSES 302. For this fee and expense application, 15 law firms are submitting lodestar information and expenses for the period of inception through January 31, In the notice that was disseminated to potential members of the Class following preliminary approval of the final round of settlements, Lead Counsel advised that, to date, no plaintiffs attorneys had received any compensation for the work they performed in this case, and have not been reimbursed for any expenses incurred. The notice further stated that as compensation for the work performed in the case, plaintiffs counsel would seek up to 33% of the proposed settlements as fees, and, reimbursement of their expenses. Instead of the 33%, however, plaintiffs counsel have agreed to reduce their request and are seeking only 30% of the settlement funds as compensation, as well as reimbursement of $83, in litigation expenses Exhibits 23 through 37 to this declaration comprise Declarations of plaintiffs counsel who are seeking attorneys fees and reimbursement of litigation expenses. These Declarations attest to the substantial work performed during that

149 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 149 of 158 PageID: 6376 time period, the hours of work performed, the value of work performed (i.e., lodestar), and the amount of unreimbursed expenses incurred by each law firm for the period inception through January 31, Each individual firm Declaration includes two exhibits, one that details the hours and value of applicable time worked by firm personnel during the relevant time period on the case, and the other that details the nature and amount of unreimbursed expenses during that time period During the course of the litigation, Lead Counsel required that, on a monthly basis, all plaintiffs counsel submit to Lead Counsel the time and expenses each firm incurred in connection with this case. This was done in order to ensure that no work was being performed without the authorization of Lead Counsel, and no expenses were being incurred without the authorization of Lead Counsel. Lead Counsel have carefully reviewed these reports throughout the litigation Based on the sworn statements in each individual declaration, Lead Counsel also attest that applying historical rates to the 7, hours worked yields a total lodestar of $3,750,782 for the applicable work performed in the prosecution of this litigation during the relevant time period, substantially less than Lead Counsel are seeking in fees, which equates to about 30% of the available settlement funds. Lead Counsel in class action cases routinely seek and are awarded more than 30% in legal fees in connection with settlements of such

150 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 150 of 158 PageID: 6377 matters. Further, some of the Lead Counsel have also represented individual clients on a contingent basis, in which the fee charged to the client exceeded 30% Plaintiffs counsel also request reimbursement of $83, in litigation costs and expenses reasonably incurred in connection with the prosecution of this litigation Each firm has submitted a Declaration attesting to the firm s actual expenses including the total amount of each firm s contributions to the general litigation fund. As detailed in the Declarations, litigation expenses include (among other things) service fees, legal research costs, and photocopy costs In order to avoid double-counting, plaintiffs counsel do not seek reimbursement for expenses paid from the common litigation fund. Instead, those firms that contributed to the litigation fund will be reimbursed for their respective assessments that were ultimately used to pay for common expenses All the expenditures were reasonable and necessary to prosecute the litigation and to obtain the settlements, and the expenditures were made for the direct benefit of the settlement classes and putative litigation class. VII. COMMON LITIGATION FUND 311. In or around March 2013, Lead Counsel established a common litigation fund from which expenses related to the litigation could be paid from funds contributed by all counsel. Lead Counsel each contributed $10,000 to the

151 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 151 of 158 PageID: 6378 fund. With a few exceptions, other plaintiffs counsel contributed $5,000 each. Total contributions to the fund by plaintiffs counsel were $70,000. In addition to contributions by plaintiffs counsel, Lead Counsel asked defendants to contribute towards the cost of building a database for purposes of notice, in an effort to help defray the cost of this database. Seven defendants contributed $5,000 each ($35,000 total) to the cost of the database. The litigation fund was maintained at all times by Hausfeld LLP Attached as Exhibit 22 to this Joint Declaration is a chart that details all litigation fund inflows and outflows from inception through January 31, As can be seen in the attached chart, the litigation fund currently has a positive balance of $41, These common litigation expenses were reasonable and necessary in connection with this action These common litigation expenses incurred are reflected on the books and records of Hausfeld LLP kept in connection with this litigation. The books and records consist of checks, expense vouchers, and other source materials which are kept and maintained by the firm and accurately represent the expenses incurred. VIII. NAMED PLAINTIFF AWARDS 315. Ever since the inception of this case in 2012, the named plaintiffs have played an active role in this litigation. Among other things, they have

152 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 152 of 158 PageID: 6379 monitored the litigation on behalf of the Class, and at least with respect to some of the named plaintiffs, even travelled to Court to observe the proceedings in this case. They have reviewed pleadings, motions and settlements throughout the course of the litigation. They have had to preserve their relevant documents. And they have made themselves available to Lead Counsel throughout this litigation as needed None of the named plaintiffs have been promised any specific incentive award, or, that Lead Counsel would seek an incentive award at all. The named plaintiffs have been advised that any incentive award is within the discretion of the Court. IX. NOTICE 317. In connection with the provision of notice to the Settlement Class, through a competitive bidding process in which Lead Counsel sought to obtain the most competitive bid price possible for the best service, Lead Counsel requested that four experienced notice and claims administrators submit bids to act as the Court-approved notice and claims administrator in this case. As a result of that process, Lead Counsel selected Gilardi & Co. to act as the notice and claims administrator in this case In connection with some of the earlier settlements in this case, Lead Counsel realized that not all of the defendants possessed detailed records

153 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 153 of 158 PageID: 6380 concerning their purchases of tax liens in New Jersey. Because Lead Counsel believed that they would need comprehensive sale information for purposes of damages and for the purpose of identifying class members. Lead Counsel researched the feasibility of obtaining tax sale results from each municipality in New Jersey during the relevant period of time. Ultimately, Lead Counsel determined that LienSource, a company that specializes in obtaining tax sale information in New Jersey, had the qualifications to perform this task. LienSource was owned and operated by Steve Davis, whom Lead Counsel were advised had been a certified tax collector since 1991, had worked or assisted nine New Jersey municipalities during his career and was, at the time of the retention, the Tax Collector for the Township of Mansfield, in Warren County, New Jersey In or around December 2012 or January 2013, Lead Counsel contacted LienSource about the possibility of it building a database consisting of all persons in New Jersey who had a tax sale certificate issued with respect to their property during the proposed Class Period (January 1, 1998 through February 2009) In order to be able to build the database desired by Lead Counsel, actual tax sale results from each municipality were needed. Therefore, LienSource was contracted to seek, from every municipality in New Jersey, such municipalities tax sale results from 1998 through February By obtaining

154 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 154 of 158 PageID: 6381 this information, LienSource would be able to create a database for class counsel that contained all tax sale results in New Jersey during the Class Period. Obviously, the task of obtaining all of the data for tax sales at every municipality in New Jersey for approximately 11 years (almost 6,000 auctions) was a substantial undertaking, and to Lead Counsel s knowledge, had never been attempted before The contract executed between Lead Counsel and LienSource provided that Lead Counsel would compensate LienSource $60,000, payable in installments as the work was performed, to obtain tax sale results from each municipality in New Jersey and create the database sought by Lead Counsel In order to achieve this task, in or around December 8, 2013, LienSource sent OPRA requests to the tax collectors in all 566 municipalities in New Jersey by facsimile, seeking tax sale results from each municipality for the period January 1, 1998 through September In response to the first round of OPRA requests, LienSource received replies from a very limited number of municipalities. And of those that did respond, some asked for extensions, some simply acknowledged they received the request, some sent responsive information, and some denied the request. 240 Although the class period in this case is from January 1, 1998 through February 2009, Lead Counsel sought data extending through September 2013 for purposes of analyzing the post-class period market for purposes of damages calculations

155 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 155 of 158 PageID: Following the first round of OPRA requests, in or around February 2014, LienSource sent another copy of its OPRA requests to those municipalities from which it never received a response. In response to this round of requests, some municipalities again asked for extensions, some acknowledged they received the request, some sent responsive information, and some denied the request Following LienSource s February 2014 mailing, on March 24, 2014, LienSource sent a third round of requests to approximately 107 municipalities that had not yet responded to any of LienSource s prior communications. The March 2014 request was identical to the previous requests that LienSource had sent to those municipalities Ultimately, LienSource received data from about 300 municipalities. There were approximately 32 towns that never responded at all, including Camden and Paterson. LienSource attempted to contact those towns by telephone as well, but were not able to communicate with anyone at those towns. Approximately three towns replied and said they did not have records responsive to the request because Super Storm Sandy had destroyed all such records. There were seven towns that indicated they never conducted tax sales during the Class Period. The remaining towns either sent incomplete data or illegible data, or possessed data that could be provided only if Lead Counsel staff traveled to the municipality to

156 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 156 of 158 PageID: 6383 photocopy the individual tax sale certificates by hand, a practically impossible task When LienSource did receive sale data from municipalities, it was provided by municipalities in several different forms. About 30 municipalities were able to supply their data in electronic format, which potentially made it easier to input into a database; however, such data was actually usable for only about half of these municipalities. Many other municipalities supplied their data in paper form. These municipalities either produced hard copies of the original individual paper tax sale certificates or paper spreadsheets that contained the relevant sale data. The data from these paper documents was then entered manually into the database by data-entry contractors hired by LienSource Following completion of the data entry for the approximately 300 municipalities from which LienSource obtained data, LienSource provided the resulting database to representatives of Gilardi, plaintiffs notice and administration vendor Approximately $6,000 was spent to reimburse municipalities for their costs relating to OPRA requests In addition to the names and addresses provided by LienSource, Lead Counsel also obtained name and address information from many of the defendants directly, including the largest defendants. Lead Counsel requested that, to the

157 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 157 of 158 PageID: 6384 extent they were able, defendants produce to Lead Counsel the names and addresses of all property owners subject to any lien which the defendant purchased during the Class Period. In response to this request, the following defendants produced name and address information of those property owners who were the subject of liens purchased by the defendants during the Class Period: the Butler/Farber Defendants, the Sass Entities, the Crusader Defendants, Plymouth Park, ATF, the BankAtlantic Defendants, the PAM Defendants, Mastellone, Pisciotta, Mooring, Remick, and the Wolfson Defendants. These defendants or defendant groups represent approximately 80% of the settlement payments made by the defendants. Since the settlement payments made by each of the defendants reflect, in part, their relative participation in the New Jersey tax liens market, the names and addresses produced by these defendants and groups should represent the large majority of the class In accordance with this Court s November 4, 2015 preliminary approval order, 241 on or before April 11, 2016, Gilardi will file with the Court a report that attests to the fact that notice to the class was provided in accordance to the Court s order authorizing notice to the class. 242 However, Gilardi has informed Lead Counsel that, in fact, notice has been carried out in accordance with the 241 ECF No Id., at

158 Case 3:12-cv MAS-TJB Document 439 Filed 02/16/16 Page 158 of 158 PageID: 6385

159 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 1 of 215 PageID: 6386 Exhibits to Joint Declaration of Settlement Class and Liaison Counsel Ex. # Description 1 Criminal Judgment Against Crusader Servicing Corporation in U.S. v. Crusader Servicing Corp., 12 CR 644 (D.N.J.)[ECF No. 9] 2 Crusader Plea Agreement, U.S. v. Crusader Servicing Corp., 12 CR 644 (D.N.J.)[ECF No. 5]. 3 Plea Agreement, at p. 4 [ECF No. 5] in United Stated v. Mercer, S.M.E., 12 CR 832 DMC (D.N.J.). 4 Judgment Against Mercer S.M.E., at p. 5 [ECF No. 9] in U.S. v. Mercer S.M.E., 12 CR 832 DMC (D.N.J.). 5 Plea Agreement, at p. 4 [ECF No. 5] in United Stated v. Remick, 13 CR 282 DMC (D.N.J.). 6 Judgment against Remick, at 5 [ECF No. 13] in U.S. v. Remick, 13 CR 282 DMC (D.N.J.). 7 Plea Agreement, at 6 [ECF No. 5] in United Stated v. Mastellone, 13 CR 643 SDW (D.N.J.). 8 Plea Agreement, at 4 [ECF No. 5] in United States v. Robert U. Del Vecchio, Sr., 13 CR 642 DMC (D.N.J.). 9 Criminal Judgment, at 5 [ECF No. 11] in United States v. Robert U. Del Vecchio, Sr., 13 CR 642 DMC (D.N.J.). 10 Plea Agreement, at 7 [ECF No. 4] in United States v. Vinaya K. Jessani, 14 CR 264 SDW (D.N.J.). 11 Indictment in United States of America v. Joseph Wolfson, et al., 13 CR 748 SDW (D.N.J.). 12 Order for Dismissal [ECF No. 145] in United States of America v. Joseph Wolfson, et al., 13 CR 748 SDW (D.N.J.). 13 Jury Verdict Form [ECF No. 188] in United States of America v. Joseph Wolfson, et al., 13 CR 748 (D.N.J.). 14 September 27, 2013 letter from Matthew Faranda Diedrich to Bruce Greenberg 15 May 11, from Jason Zweig to Michael Myers 16 May 12, from Michael Myers to Jason Zweig 17 September 16, from Jason Zweig to Michael Myers 18 October 9, from counsel for the Wolfson Defendants to Lead Counsel 19 Wolfson Defendants Sale contract to lead counsel 20 Wolfson Defendants draft mortgage to lead counsel 21 January 27, from Kevin Balistreri to Jason Zweig 22 Chart detailing all litigation fund inflows and outflows 12 Order for Dismissal [ECF No. 145] in United States of America v. Joseph Wolfson, et al., 13 CR 748 SDW (D.N.J.). 13 Jury Verdict Form [ECF No. 188] in United States of America v. Joseph Wolfson, et al., 13 CR 748 (D.N.J.). 14 September 27, 2013 letter from Matthew Faranda Diedrich to Bruce Greenberg 15 May 11, from Jason Zweig to Michael Myers 16 May 12, from Michael Myers to Jason Zweig Page 1 of 2

160 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 2 of 215 PageID: 6387 Ex. # Description 17 September 16, from Jason Zweig to Michael Myers 18 October 9, from counsel for the Wolfson Defendants to Lead Counsel 19 Wolfson Defendants Sale contract to lead counsel 20 Wolfson Defendants draft mortgage to lead counsel 21 January 27, from Kevin Balistreri to Jason Zweig 22 Chart detailing all litigation fund inflows and outflows 23 Declaration of Andrew R. Wolf, Wolf Law Firm 24 Declaration of Bruce D. Greenberg, Lite DePalma Greenberg 25 Declaration of Eric B. Snyder, Bailey & Glasser 26 Declaration of Ira Neil Richards, Trujillo Rodriguez & Richards 27 Declaration of James J. McEldrew, McEldrew Young 28 Declaration of James J. Pizzirusso, Hausfeld 29 Declaration of Jason A. Zweig, Hagens Berman 30 Declaration of Jennifer W. Sprengel, Caffery Clobes 31 Declaration of John N. Poulos, Poulos LoPiccolo 32 Declaration of Jonathan J. Lerner, Starr Gern Davison & Rubin 33 Declaration of Mark R. Cuker, Williams Cuker & Berezofsky 34 Declaration of Michael R. Perle, Michael Perle LLC 35 Declaration of Natalie Finkelman, Bennett Shepherd Finkleman 36 Declaration of Ross H. Schmierer, Paris Ackerman Schmierer 37 Declaration of William Riback, William Riback LLC Page 2 of 2

161 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 3 of 215 PageID: 6388 EXHIBIT 1

162 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed Filed 12/18/12 02/16/16 Page Page 1 of 4 of 5 PageID: 215 PageID: AO 2458 (Mod. 0/NJ 12/06) Sheet 1 -Judgment in a Criminal Case UNITED STATES DISTRICT COURT District of New Jersey UNITED STATES OF AMERICA v. CRUSADER SERVICING CORPORATION Defendant. Case Number 2:12cr644-1 JUDGMENT IN A CRIMINAL CASE (For Offenses Committed On or After November 1, 1987) The defendant, CRUSADER SERVICING CORPORATION, was represented by Colm Connolly, Esq. The defendant pled guilty to count(s) 1 of the Information on 26 September Accordingly, the court has adjudicated that the defendant is guilty of the following offense(s): Title & Section Nature of Offense 15:1 Antitrust violations Date of Offense 1998 to 2006 Count Number(s) As pronounced on 18 December 2012, the defendant is sentenced as provided in pages 2 through of this Judgment. The sentence is imposed pursuant to the Sentencing Reform Act of It is ordered that the defendant shall pay to the United States a special assessment of $400.00, for count(s) 1, which shall be due immediately. Said special assessment shall be made payable to the Clerk, U.S. District Court. It is further ordered that the defendant shall notify the United States Attorney for this district within 30 days of any change of name, residence, or mailing address until all fines, restitution, costs, and special assessments imposed by this Judgment are fully paid. If ordered to pay restitution, the defendant shall notify the court and United States Attorney of any material change in the defendant's economic circumstances. Signed this the w_ day of December, DENNIS. CAVANAUGH United States District Judge

163 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed Filed 12/18/12 02/16/16 Page Page 2 of 5 of 5 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4- Probation Defendant: Case Number: CRUSADER SERVICING CORPORATION 2:12cr644-1 PROBATION Judgment- Page 2 of 5 The defendant is hereby placed on probation for a term of 5 years. below): While on probation, the defendant shall comply with the standard conditions that have been adopted by this court (set forth Based on information presented, the defendant is excused from the mandatory drug testing provision, however, may be requested to submit to drug testing during the period of probation if the probation officer determines a risk of substance abuse. If this judgment imposes a fine, special assessment, costs or restitution obligation, it shall be a condition of probation that the defendant pay any such fine, assessment, costs and restitution and shall comply with the following special conditions:

164 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed Filed 12/18/12 02/16/16 Page Page 3 of 6 of 5 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4a - Probation Defendant: Case Number: CRUSADER SERVICING CORPORATION 2: 12cr644-1 STANDARD CONDITIONS OF PROBATION Judgment- Page 3 of 5 While the defendant is on probation pursuant to this Judgment: 1) The defendant shall not commit another federal, state, or local crime during the term of supervision. 2) The defendant shall not illegally possess a controlled substance. 3) If convicted of a felony offense, the defendant shall not possess a firearm or destructive device. 4) The defendant shall not leave the judicial district without the permission of the court or probation officer. 5) The defendant shall report to the probation officer in a manner and frequency directed by the Court or probation officer. 6) The defendant shall answer truthfully all inquiries by the probation officer and follow the instructions of the probation officer. 7) The defendant shall support his or her dependents and meet other family responsibilities. 8) The defendant shall work regularly at a lawful occupation unless excused by the probation officer for schooling, training, or other acceptable reasons. 9) The defendant shall notify the probation officer within seventy-two hours of any change in residence or employment. 1 0) The defendant shall refrain from excessive use of alcohol and shall not purchase, possess, use, distribute or administer any narcotic or other controlled substance, or any paraphernalia related to such substances. 11) The defendant shall not frequent places where controlled substances are illegally sold, used, distributed, or administered. 12) The defendant shall not associate with any persons engaged in criminal activity, and shall not associate with any person convicted of a felony unless granted permission to do so by the probation officer. 13) The defendant shall permit a probation officer to visit him or her at any time at home or elsewhere and shall permit confiscation of any contraband observed in plain view by the probation officer. 14) The defendant shall notify the probation officer within seventy-two hours of being arrested or questioned by a law enforcement officer. 15) The defendant shall not enter into any agreement to act as an informer or a special agent of a law enforcement agency without the permission of the court. 16) As directed by the probation officer, the defendant shall notify third parties of risks that may be occasioned by the defendant's criminal record or personal history or characteristics, and shall permit the probation officer to make such notifications and to confirm the defendant's compliance with such notification requirement. (17) You shall cooperate in the collection of DNA as directed by the Probation Officer. (This standard condition would apply when the current offense or a prior federal offense is either a felony, any offense under Chapter 109A of Title 18 (i.e., , any crime of violence [as defined in 18 U.S. C. 16], any attempt or conspiracy to commit the above, an offense under the Uniform Code of Military Justice for which a sentence of confinement of more than one year may be imposed, or any other offense under the Uniform Code that is comparable to a qualifying federal offense); (18) Upon request, you shall provide the U.S. Probation Office with full disclosure of your financial records, including co-mingled income, expenses, assets and liabilities, to include yearly income tax returns. With the exception of the financial accounts reported and noted within the presentence report, you are prohibited from maintaining and/or opening any additional individual and/or joint checking, savings, or other financial accounts, for either personal or business purposes, without the knowledge

165 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed Filed 12/18/12 02/16/16 Page Page 4 of 7 of 5 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4a- Probation Defendant: Case Number: CRUSADER SERVICING CORPORATION 2: 12cr644-1 Judgment - Page 4 of 5 and approval of the U.S. Probation Office. You shall cooperate with the Probation Officer in the investigation of your financial dealings and shall provide truthful monthly statements of your income. You shall cooperate in the signing of any necessary authorization to release information forms permitting the U.S. Probation Office access to your financial information and records; (19) As directed by the U.S. Probation Office, you shall participate in and complete any educational, vocational, cognitive or any other enrichment program offered by the U.S. Probation Office or any outside agency or establishment while under supervision; (20) You shall not operate any motor vehicle without a valid driver's license issued by the State of New Jersey, or in the state in which you are supervised. You shall comply with all motor vehicle laws and ordinances and must report all motor vehicle infractions (including any court appearances) within 72 hours to the U.S. Probation Office; l For Officiat_yse Only - :..: U. S:.f'robatio!!_ Office j Upon a finding of a violation of probation or supervised release, I understand that the Court may (1) revoke supervision or (2) extend the term of supervision and/or modify the conditions of supervision. These conditions have been read to me. I fully understand the conditions, and have been provided a copy of them. You shall carry out all rules, in addition to the above, as prescribed by the Chief U.S. Probation Officer, or any of his associate Probation Officers. (Signed) Defendant Date U.S. Probation Officer/Designated Witness ~ Date

166 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed Filed 12/18/12 02/16/16 Page Page 5 of 8 of 5 PageID: 215 PageID: AO 2458 (Mod. 0/NJ 12/06) Sheet 5- Fine Defendant: Case Number: CRUSADER SERVICING CORPORATION 2:12cr644-1 Judgment- Page 5 of 5 FINE The defendant shall pay a fine of $2,000, This fine, plus any interest pursuant to 18 U.S.C. 3612(f)(1}, is due immediately and shall be paid in accordance with the following schedule: $400, due within 10 days of sentencing $320, due 1 yr from sentencing $320, due 2 yrs. from sentencing $320, due 3 yrs. from sentencing $320, due 4 yrs. from sentencing $320, due 5 yrs from sentencing The Court determines that the defendant does not have the ability to pay interest and therefore waives the interest requirement pursuant to 18 U.S. C. 3612(f)(3). If the fine is not paid, the court may sentence the defendant to any sentence which might have been originally imposed. See 18 U.S.C Unless the court has expressly ordered otherwise, if this judgment imposes imprisonment, payment of criminal monetary penalties is due during imprisonment. All criminal monetary penalties, except those payments made through the Federal Bureau of Prisons' Inmate Financial Responsibility Program, are made to the clerk of the court. Payments shall be applied in the following order: (1) assessment, (2) restitution principal, (3) restitution interest, (4) fine principal, (5) community restitution, (6) fine interest, (7) penalties, and (8) costs, including cost of prosecution and court costs.

167 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 9 of 215 PageID: 6394 EXHIBIT 2

168 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 09/26/12 02/16/16 Page 1 10 of 8 of PageID: 215 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY UNITED STATES OF AMERICA Criminal No.: 2.! I Z. Cll.. {,!.{c( (~tttc) v. CRUSADER SERVICING CORPORATION, Filed: Violation: 15 U.S.C. 1 Defendant. PLEA AGREEMENT The Antitrust Division of the United States Department of Justice and the defendant, CRUSADER SERVICING CORPORATION ("CRUSADER"), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, hereby enter into the following Plea Agreement pursuant to Rule 11 ( c )(1 )(B) of the Federal Rules of Criminal Procedure ("Fed. R. Crim. P."). AGREEMENT TO PLEAD GUILTY AND WAIVE CERTAIN RIGHTS 1. CRUSADER will waive indictment pursuant to Fed. R. Crim. P. 7(b) and plead guilty in the United States District Court of New Jersey to a one-count Information, in the form attached, in which it is charged with one count of violating 15 U.S.C. 1 in connection with a conspiracy to rig bids at certain auctions for tax liens conducted by municipalities within the District of New Jersey from at least as early as 1998 until September For the purpose of 1

169 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 09/26/12 02/16/16 Page 2 11 of 8 of PageID: 215 PageID: this criminal action, CRUSADER will waive the statute of limitations that applies to the onecount charged in the Information. GOVERNMENT'S AGREEMENT 2. Upon the Court's acceptance of the guilty plea called for by this Agreement, the United States will not bring further criminal charges against CRUSADER and will not bring criminal charges against ROYAL TAX LIEN SERVICES, LLC ("RTLS"), or any current or former director, officer, or employee of Crusader and/or RTLS for any act or offense committed prior to the date of this Agreement that was in furtherance of any agreement to rig bids at municipal tax lien sales or auctions in the State of New Jersey, except that the protections granted by this paragraph shall not apply to Robert Stein, or to any person who bid at any time at a tax lien auction on behalf of Crusader and/or RTLS. The nonprosecution terms of this paragraph do not apply to civil matters of any kind, to any violation of the federal securities laws, or to any crime of violence. 3. It is understood that this Agreement does not bind any other federal agency or local prosecuting authority or administrative agency other than the Antitrust Division of the United States Department of Justice. However, if requested, the United States will bring the fact, manner and extent of the cooperation of CRUSADER to the attention of other prosecuting, administrative, and other agencies as a matter for such agencies to consider as appropriate. 2

170 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 09/26/12 02/16/16 Page 3 12 of 8 of PageID: 215 PageID: POSSIBLE MAXIMUM PENAL TIES 4. CRUSADER understands that the statutory maximum penalty which may be imposed against it upon conviction for a violation of Section One of the Sherman Antitrust Act IS: (a) $100 million (15 U.S.C. 1); (b) twice the gross pecuniary gain the conspirators derived from the crime (18 U.S.C. 3571(c) and (d)); or (c) twice the gross pecuniary loss caused to the victims of the crime by the conspirators (18 U.S.C. 3571(c) and (d)). 5. In addition, CRUSADER understands that: (a) pursuant to 18 U.S.C. 3561(c)(l), the Court may impose a term of probation of at least one year, but not more than five years; (b) pursuant to U.S.S.G. 8B1.1 of the United States Sentencing Guidelines or 18 U.S.C. 3563(b )(2) or 3663(a)(3), the Court may order it to pay restitution to the victims of the offense; and (c) pursuant to 18 U.S.C. 3013(a)(2)(B), the Court is required to order the defendant to pay a $400 special assessment upon conviction for the charged crime. SENTENCING GUIDELINES 6. CRUSADER understands that the United States Sentencing Guidelines ("Sentencing Guidelines") are advisory, not mandatory, but that the Court must consider the Sentencing Guidelines, along with the other factors set forth in 18 U.S. C. 3553(a), in determining and imposing a sentence. CRUSADER understands that the Sentencing Guidelines 3

171 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 09/26/12 02/16/16 Page 4 13 of 8 of PageID: 215 PageID: determinations will be made by the Court by a preponderance of the evidence standard. CRUSADER understands that although the Court is not ultimately bound to impose a sentence within the applicable Sentencing Guidelines range, its sentence must be reasonable based upon considerations of all relevant sentencing factors set forth in 18 U.S.C. 3553(a). SENTENCING AGREEMENT 7. CRUSADER understands that the sentence to be imposed on it is within the sole discretion of the sentencing judge. It is understood that the Sentencing Guidelines are not binding on the Court. CRUSADER acknowledges that the entry of its guilty plea to the charged offense authorizes the sentencing court to impose any sentence up to and including the statutory maximum sentence. The United States cannot and does not make any promises or representations as to what sentence CRUSADER will receive. CRUSADER understands that, as provided in Fed. R. Crim. P. ll(c)(3)(b), if the Court does not impose a sentence consistent with either parties' sentencing recommendation, it nevertheless has no right to withdraw its plea of guilty. The United States will inform the Probation Office and the Court of (a) this Agreement; (b) the nature and extent of CRUSADER's activities with respect to this case, and all other activities of CRUSADER which the United States deems relevant to sentencing; and (c) the timeliness, nature, extent and significance of CRUSADER's cooperation with the United States. In so doing, the United States may use any information it deems relevant, including information provided by CRUSADER both prior and subsequent to the signing of this Agreement. The United States reserves the right to make any statement to the Court or the Probation Office concerning the nature of the offense charged in the attached Information, the participation of CRUSADER therein, and any other facts or circumstances that it deems relevant. The United 4

172 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 09/26/12 02/16/16 Page 5 14 of 8 of PageID: 215 PageID: States also reserves the right to comment on or to correct any representation made by or on behalf of CRUSADER, and to supply any other information that the Court may require. 8. The United States and CRUSADER agree that the fine to be imposed is within the sole discretion of the sentencing judge, but that the Court may consider the factors set forth in U.S.S.G. 8C3.3(b) in determining CRUSADER's ability to pay a fine. The United States agrees to recommend that an appropriate fine would be $2 million payable on an installment schedule over a five year period without interest pursuant to 18 U.S.C (f)(3)(a) and no order of restitution. The first payment of $400,000 will be made within ten days of the date of sentencing; the second payment of $320,000 will be made one year from the date of sentencing; the third payment of $320,000 will be made two years from the date of sentencing; the fourth payment of $320,000 will be made three years from the date of sentencing; the fifth payment of $320,000 will be made four years from the date of sentencing; and the final payment of $320,000 will be made five years from the date of sentencing. 9. In light of the availability of civil causes of action, in the United States District Court for the District of New Jersey, which potentially provide for a recovery of a multiple of actual damages, the recommended sentence does not include a restitution order for the offense charged in the Information. 10. CRUSADER understands that this Agreement does not in any way affect or limit the right of the United States to respond to and take positions on post-sentencing motions or requests for information that relate to the reduction or modification of its sentence. 5

173 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 09/26/12 02/16/16 Page 6 15 of 8 of PageID: 215 PageID: REPRESENTATION BY COUNSEL 11. CRUSADER has reviewed all legal and factual aspects of this case with its attorney and is fully satisfied with its attorney's legal representation. CRUSADER has thoroughly reviewed this Agreement with its attorney, and has received satisfactory explanations from its attorney concerning each paragraph of this Agreement and alternatives available to it other than entering into this Agreement. After conferring with its attorney and considering all available alternatives, CRUSADER has made a knowing and voluntary decision to enter into this Agreement. VOLUNTARY PLEA 12. CRUSADER's decision to enter into this Agreement and to tender a plea of guilty is freely and voluntarily made and is not the result of force, threats, assurances, promises, or representations other than the representations contained in this Agreement. The United States has made no promises or representations to CRUSADER as to whether the Court will accept or reject the recommendations contained within this Agreement. VIOLATION OF PLEA AGREEMENT 13. CRUSADER agrees that, should the United States determine in good faith, during the period that any Federal Proceeding is pending, that it has violated any provision of this Agreement, the United States will notify counsel for the defendant in writing by personal or overnight delivery or facsimile transmission and may also notify counsel by telephone of its intention to void any of its obligations under this Agreement (except its obligations under this paragraph), and CRUSADER shall be subject to prosecution for any federal crime of which the United States has knowledge including, but not limited to, the substantive offenses relating to the 6

174 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 09/26/12 02/16/16 Page 7 16 of 8 of PageID: 215 PageID: investigation resulting in this Agreement. CRUSADER agrees that, in the event that the United States is released from its obligations under this Agreement and brings criminal charges against it for any offense referred to in Paragraph 1 of this Agreement, the statute of limitations period for such offense shall be tolled for the period between the date of the signing of this Agreement and six ( 6) months after the date the United States gave notice of its intent to void its obligations under this Agreement. 14. CRUSADER understands and agrees that in any further prosecution of it resulting from the release of the United States from its obligations under this Agreement based on CRUSADER's violation of the Agreement, any documents, statements, information, testimony, or evidence provided by it to attorneys or agents of the United States, federal grand juries, or courts, and any leads derived therefrom, may be used against it in any such further prosecution. In addition, CRUSADER unconditionally waives its right to challenge the use of such evidence in any such further prosecution, notwithstanding the protections of Fed. R. Evid ENTIRETY OF AGREEMENT 15. This Agreement constitutes the entire agreement between the United States and CRUSADER concerning the disposition of the criminal charge contained in this case. This Agreement cannot be modified except in writing, signed by the parties. 16. The undersigned is authorized to enter this Plea Agreement on behalf of CRUSADER as evidenced by the Resolution of the Board of Directors of the defendant attached to, and incorporated by reference in, this Agreement. 7

175 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 09/26/12 02/16/16 Page 8 17 of 8 of PageID: 215 PageID: The undersigned attorneys for the United States have been authorized by the Attorney General of the United States to enter this Agreement on behalf of the United States. Dated: Respectfully submitted, CRUSADE SERVICING CORPORATION By:FiA L3~~N11y C (!_ &,ESQ. Counsel for Crusa r Servicing Corp. e-4v,~ CHARLES V. REILLY DEBRA C. BROOKES BRYAN C. BUGHMAN LUDOVIC GHESQUIERE BENJAMIN SIROTA Trial Attorneys, Antitrust Division U.S. Department of Justice 26 Federal Plaza, Room 3630 New York, New York (212)

176 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 18 of 215 PageID: 6403 EXHIBIT 3

177 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 12/19/12 02/16/16 Page 1 19 of 8 of PageID: 215 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY UNITED STATES OF AMERICA Criminal No.: ~ '. { Z, Cll f3 2-1 v. Filed: l'on rt.. D.\\ ~~.. \! MERCER S.M.E., INC., Violation: 15 U.S.C. 1 Defendant. PLEA AGREEMENT The Antitrust Division of the United States Department of Justice and the defendant, MERCER S.M.E., INC. ("MERCER"), a corporation organized and existing under the laws of State of New Jersey, hereby enter into the following Plea Agreement pursuant to Rule 11(c)(l)(B) of the Federal Rules of Criminal Procedure ('"Fed. R. Crim. P."). AGREEMENT TO PLEAD GUlL TY AND WAIVE CERTAIN RIGHTS 1. MERCER will waive indictment pursuant to Fed. R. Crim. P. 7(b) and plead guilty in the United States District Court ofnew Jersey to a one-count Information, in the form attached, in which it is charged with one count of violating 15 U.S.C. 1 in connection with a conspiracy to rig bids at certain auctions for tax liens conducted by municipalities within the District ofnew Jersey from at least as early as the beginning of2003 until approximately February

178 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 12/19/12 02/16/16 Page 2 20 of 8 of PageID: 215 PageID: GOVERNMENT'S AGREEMENT 2. Upon the Court's acceptance of the guilty plea called for by this Agreement, the United States will not bring further criminal charges against MERCER for any act or offense committed prior to the date of this Agreement that was in furtherance of any agreement to rig bids at municipal tax lien sales or auctions in the State of New Jersey. The nonprosecution terms of this paragraph do not apply to civil matters of any kind, to any violation of the federal securities laws, or to any crime of violence. 3. It is understood that this Agreement does not bind any other federal agency or local prosecuting authority or administrative agency other than the Antitrust Division of the United States Department of Justice. However, if requested, the United States will bring the fact, manner and extent of the cooperation of MERCER to the attention of other prosecuting, administrative, and other agencies as a matter for such agencies to consider as appropriate. POSSIBLE MAXIMUM PENAL TIES 4. MERCER understands that the statutory maximum penalty which may be imposed against it upon conviction for a violation of Section One of the Sherman Antitrust Act is: (a) $100 million (15 U.S.C. 1); (b) twice the gross pecuniary gain the conspirators derived from the crime (18 U.S.C. 3571(c) and (d)); or (c) twice the gross pecuniary loss caused to the victims of the crime by the conspirators (18 U.S.C. 3571(c) and (d)). 5. In addition, the defendant understands that: 2

179 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 12/19/12 02/16/16 Page 3 21 of 8 of PageID: 215 PageID: (a) pursuant to 18 U.S.C. 356l(c)(l), the Court may impose a term of probation of at least one year, but not more than five years; (b) pursuant to U.S.S.G. 8Bl.l ofthe United States Sentencing Guidelines or 18 U.S.C. 3563(b)(2) or 3663(a)(3), the Court may order it to pay restitution to the victims of the offense; and (c) pursuant to 18 U.S.C. 3013(a)(2)(B), the Court is required to order the defendant to pay a $400 special assessment upon conviction for the charged crime. SENTENCING GUIDELINES 6. MERCER understands that the United States Sentencing Guidelines ("Sentencing Guidelines") are advisory, not mandatory, but that the Court must consider the Sentencing Guidelines, along with the other factors set forth in 18 U.S.C. 3553(a), in determining and imposing a sentence. MERCER understands that the Sentencing Guidelines determinations will be made by the Court by a preponderance of the evidence standard. MERCER understands that although the Court is not ultimately bound to impose a sentence within the applicable Sentencing Guidelines range, its sentence must be reasonable based upon considerations of all relevant sentencing factors set forth in 18 U.S.C. 3553(a). SENTENCING AGREEMENT 7. MERCER understands that the sentence to be imposed on it is within the sole discretion of the sentencing judge. It is understood that the Sentencing Guidelines are not binding on the Court. MERCER acknowledges that the entry of its guilty plea to the charged offense authorizes the sentencing court to impose any sentence up to and including the statutory maximum sentence. The United States cannot and does not make any promises or 3

180 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 12/19/12 02/16/16 Page 4 22 of 8 of PageID: 215 PageID: representations as to what sentence MERCER will receive. MERCER understands that, as provided in Fed. R. Crim. P. ll(c)(3)(b), if the Court does not impose a sentence consistent with either parties' sentencing recommendation, it nevertheless has no right to withdraw its plea of guilty. The United States will inform the Probation Office and the Court of (a) this Agreement; (b) the nature and extent of MERCER's activities with respect to this case, and all other activities of MERCER which the United States deems relevant to sentencing; and (c) the timeliness, nature, extent and significance of MERCER's cooperation with the United States. In so doing, the United States may use any information it deems relevant, including information provided by MERCER both prior and subsequent to the signing of this Agreement. The United States reserves the right to make any statement to the Court or the Probation Office concerning the nature of the offense charged in the attached Information, the participation of MERCER therein, and any other facts or circumstances that it deems relevant. The United States also reserves the right to comment on or to correct any representation made by or on behalf of MERCER, and to supply any other information that the Court may require. 8. The United States and MERCER agree that the fine to be imposed is within the sole discretion of the sentencing judge, but that the Court may consider the factors set forth in U.S.S.G. 8C3.3(b) in determining MERCER's ability to pay a fine. The United States and MERCER agree that pursuant to U.S.S.G. 2Rl.l, the volume of commerce attributable to MERCER is $211, MERCER understands that this Agreement does not in any way affect or limit the right of the United States to respond to and take positions on post-sentencing motions or requests for information that relate to the reduction or modification of its sentence. 4

181 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 12/19/12 02/16/16 Page 5 23 of 8 of PageID: 215 PageID: REPRESENTATION BY COUNSEL 10. MERCER has reviewed all legal and factual aspects of this case with its attorney and is fully satisfied with its attorney's legal representation. MERCER has thoroughly reviewed this Agreement with its attorney, and has received satisfactory explanations from its attorney concerning each paragraph of this Agreement and alternatives available to it other than entering into this Agreement. After conferring with its attorney and considering all available alternatives, MERCER has made a knowing and voluntary decision to enter into this Agreement. VOLUNTARY PLEA 11. MERCER's decision to enter into this Agreement and to tender a plea of guilty is freely and voluntarily made and is not the result of force, threats, assurances, promises, or representations other than the representations contained in this Agreement. The United States has made no promises or representations to MERCER as to whether the Court will accept or reject the recommendations contained within this Agreement. VIOLATION OF PLEA AGREEMENT 12. MERCER agrees that, should the United States determine in good faith, during the period that any Federal Proceeding is pending, that it has violated any provision of this Agreement, the United States will notify counsel for the defendant in writing by personal or overnight delivery or facsimile transmission and may also notify counsel by telephone of its intention to void any of its obligations under this Agreement (except its obligations under this paragraph), and MERCER shall be subject to prosecution for any federal crime of which the United States has knowledge including, but not limited to, the substantive offenses relating to the investigation resulting in this Agreement. MERCER agrees that, in the event that the United 5

182 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 12/19/12 02/16/16 Page 6 24 of 8 of PageID: 215 PageID: States is released from its obligations under this Agreement and brings criminal charges against it for any offense referred to in Paragraph 1 of this Agreement, the statute of limitations period for such offense shall be tolled for the period between the date of the signing of this Agreement and six (6) months after the date the United States gave notice of its intent to void its obligations under this Agreement. 13. MERCER understands and agrees that in any further prosecution of it resulting from the release of the United States from its obligations under this Agreement based on MERCER's violation of the Agreement, any documents, statements, information, testimony, or evidence provided by it to attorneys or agents of the United States, federal grand juries, or courts, and any leads derived therefrom, may be used against it in any such further prosecution. In addition, MERCER unconditionally waives its right to challenge the use of such evidence in any such further prosecution, notwithstanding the protections of Fed. R. Evid ENTIRETY OF AGREEMENT 14. This Agreement constitutes the entire agreement between the United States and MERCER concerning the disposition of the criminal charge contained in this case. This Agreement cannot be modified except in writing, signed by the parties. 15. The undersigned is authorized to enter this Plea Agreement on behalf of MERCER as evidenced by the Resolution of the Board of Directors of the defendant attached to, and incorporated by reference in, this Agreement. 6

183 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 12/19/12 02/16/16 Page 7 25 of 8 of PageID: 215 PageID: The undersigned attorneys for the United States have been authorized by the Attorney General of the United States to enter this Agreement on behalf of the United States. Dated: I ). } I "'-/ \ ).. Respectfully submitted, ~e~ -'RCER S.:.,INC By: SUSAN ESPOSITO ~VVEEN,ESQ. Counsel for MERCER S.M.E., INC. z;ze-~c--- BRYAN C. BUGHMAN CHARLES V. REILLY DEBRA C. BROOKES LUDOVIC C. GHESQUIERE Trial Attorneys, Antitrust Division U.S. Department of Justice 26 Federal Plaza, Room 3630 New York, New York (212)

184 I ~ EXHIBIT Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 12/19/12 02/16/16 Page 8 26 of 8 of PageID: 215 PageID: A CORPORATE RESOLUTION I, the undersigned President of Mercer, S.M.E., Inc., a New Jersey corporation C'the Corporation"), hereby certify as follows: In lieu of a Meeting of the Board of Directors of the Corporation, all of the Directors, in accordance with the Corporation's By-Laws, have unanimously consented in writing to adopting the following recitals and resolutions and the same have not been revoked, cancelled, annulled or amended in any manner and are in full force and effect on the date of this Resolution: WHEREAS, the CorporaUon is expected to be charged with violating 1 5 U.S.C. 1 in the proceeding known as UNITED STATES OF AMERICA v MERCER S.M.E., INC,; WHEREAS, the Corporation has decided that it is in the best interests of the Corporation to consent to a Plea Agreement with the UNITED STATES OF AMERICA to be filed in the United States Court for the District of New Jersey, for good and fair consideration; NOW, THEREFORE, IT IS RESOLVED: That in furtherance of the corporate purposes of the Corporation, and there being nothing contrary in the Articles of Incorporation and J3y-Laws, the Board of Directors of the Corporation and the Corporation hereby consent to enter into the Plea Agreement as described more fully in the annexed Plea Agreement, pursuant to the terms and conditions of said agreement and the schedules, exhibits and addenda attendant therewith. IN WITNESS WHEREOF, I have hereunto set my hand on the date indicated below.

185 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 27 of 215 PageID: 6412 EXHIBIT 4

186 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 04/15/13 02/16/16 Page 1 28 of 5 of PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 1 -Judgment in a Criminal Case UNITED STATES DISTRICT COURT District of New Jersey UNITED STATES OF AMERICA v. MERCER S.M.E., INC. Defendant. Case Number 2:12cr832-1 JUDGMENT IN A CRIMINAL CASE (For Offenses Committed On or After November 1, 1987) The defendant, MERCER S.M. E., INC., was represented by Douglas Tween, Esq. The defendant pled guilty to count(s) 1 of the Information on 19 December Accordingly, the court has adjudicated that the defendant is guilty of the following offense(s): Title & Section Nature of Offense Date of Offense Count Number(s) 15:1 Antitrust Violations 2003 to As pronounced on 15 April 2013, the defendant is sentenced as provided in pages 2 through. of this Judgment. The sentence is imposed pursuant to the Sentencing Reform Act of It is ordered that the defendant shall pay to the United States a special assessment of $400.00, for count(s) 1, which shall be due immediately. Said special assessment shall be made payable to the Clerk, U.S. District Court. It is further ordered that the defendant shall notify the United States Attorney for this district within 30 days of any change of name, residence, or mailing address until all fines, restitution, costs, and special assessments imposed by this Judgment are fully paid. If ordered to pay restitution, the defendant shall notify the court and United States Attorney of any material change in the defendant's economic circumstances. Signed this the _1. _ day of April, DENNIS M. CAVANAUGH United States District Judge 08016

187 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 04/15/13 02/16/16 Page 2 29 of 5 of PageID: 215 PageID: AO 2458 (Mod. 0/NJ 12/06) Sheet 4 - Probation Defendant: Case Number: MERCER S.M.E., INC. 2:12cr832-1 Judgment- Page 2 of 5 PROBATION The defendant is hereby placed on probation for a term of 2 years. below): While on probation, the defendant shall comply with the standard conditions that have been adopted by this court (set forth Based on information presented, the defendant is excused from the mandatory drug testing provision, however, may be requested to submit to drug testing during the period of probation if the probation officer determines a risk of substance abuse. If this judgment imposes a fine, special assessment, costs or restitution obligation, it shall be a condition of probation that the defendant pay any such fine, assessment, costs and restitution and shall comply with the following special conditions:

188 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 04/15/13 02/16/16 Page 3 30 of 5 of PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4a- Probation Defendant: Case Number: MERCER S.M.E., INC. 2: 12cr832-1 Judgment- Page 3 of 5 STANDARD CONDITIONS OF PROBATION While the defendant is on probation pursuant to this Judgment: 1) The defendant shall not commit another federal, state, or local crime during the term of supervision. 2) The defendant shall not illegally possess a controlled substance. 3) If convicted of a felony offense, the defendant shall not possess a firearm or destructive device. 4) The defendant shall not leave the judicial district without the permission of the court or probation officer. 5) The defendant shall report to the probation officer in a manner and frequency directed by the Court or probation officer. 6) The defendant shall answer truthfully all inquiries by the probation officer and follow the instructions of the probation officer. 7) The defendant shall support his or her dependents and meet other family responsibilities. 8) The defendant shall work regularly at a lawful occupation unless excused by the probation officer for schooling, training, or other acceptable reasons. 9) The defendant shall notify the probation officer within seventy-two hours of any change in residence or employment. 1 0) The defendant shall refrain from excessive use of alcohol and shall not purchase, possess, use, distribute or administer any narcotic or other controlled substance, or any paraphernalia related to such substances. 11) The defendant shall not frequent places where controlled substances are illegally sold, used, distributed, or administered. 12) The defendant shall not associate with any persons engaged in criminal activity, and shall not associate with any person convicted of a felony unless granted permission to do so by the probation officer. 13) The defendant shall permit a probation officer to visit him or her at any time at home or elsewhere and shall permit confiscation of any contraband observed in plain view by the probation officer. 14) The defendant shall notify the probation officer within seventy-two hours of being arrested or questioned by a law enforcement officer. 15) The defendant shall not enter into any agreement to act as an informer or a special agent of a law enforcement agency without the permission of the court. 16) As directed by the probation officer, the defendant shall notify third parties of risks that may be occasioned by the defendant's criminal record or personal history or.characteristics, and shall permit the probation officer to make such notifications and to confirm the defendant's compliance with such notification requirement. (17) You shall cooperate in the collection of DNA as directed by the Probation Officer. (This standard condition would apply when the current offense or a prior federal offense is either a felony, any offense under Chapter 1 09A of Title 18 (i.e., , any crime of violence [as defined in 18 U.S. C. 16], any attempt or conspiracy to commit the above, an offense under the Uniform Code of Military Justice for which a sentence of confinement of more than one year may be imposed, or any other offense under the Uniform Code that is comparable to a qualifying federal offense); (18) Upon request, you shall provide the U.S. Probation Office with full disclosure of your financial records, including co-mingled income, expenses, assets and liabilities, to include yearly income tax returns. With the exception of the financial accounts reported and noted within the presentence report, you are prohibited from maintaining and/or opening any additional individual and/or joint checking, savings, or other financial accounts, for either personal or business purposes, without the knowledge

189 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 04/15/13 02/16/16 Page 4 31 of 5 of PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4a - Probation Defendant: Case Number: MERCER S.M.E., INC. 2:12cr832-1 Judgment- Page 4 of 5 and approval of the U.S. Probation Office. You shall cooperate with the Probation Officer in the investigation of your financial dealings and shall provide truthful monthly statements of your income. You shall cooperate in the signing of any necessary authorization to release information forms permitting the U.S. Probation Office access to your financial information and records; (19) As directed by the U.S. Probation Office, you shall participate in and complete any educational, vocational, cognitive or any other enrichment program offered by the U.S. Probation Office or any outside agency or establishment while under supervision; (20) You shall not operate any motor vehicle without a valid driver's license issued by the State of New Jersey, or in the state in which you are supervised. You shall comply with all motor vehicle laws and ordinances and must report all motor vehicle infractions (including any court appearances) within 72 hours to the U.S. Probation Office; l ForO~m~seOn~-~U.S~robaoonO~e ~ Upon a finding of a violation of probation or supervised release, I understand that the Court may (1) revoke supervision or (2) extend the term of supervision and/or modify the conditions of supervision. These conditions have been read to me. I fully understand the conditions, and have been provided a copy of them. You shall carry out all rules, in addition to the above, as prescribed by the Chief U.S. Probation Officer, or any of his associate Probation Officers. (Signed) Defendant Date U.S. Probation Officer/Designated Witness ~ Date

190 Case 3:12-cv MAS-TJB Case 2:12-cr DMC Document Filed 04/15/13 02/16/16 Page 5 32 of 5 of PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 5- Fine Defendant: Case Number: MERCER S.M.E., INC. 2:12cr832-1 Judgment- Page 5 of 5 FINE The defendant shall pay a fine of $15, This fine, plus any interest pursuant to 18 U.S.C. 3612(f)(1 ), is due immediately and shall be paid in monthly installments of no less than $2,000.00, to commence 30 days after the date of this judgment. The Court determines that the defendant does not have the ability to pay interest and therefore waives the interest requirement pursuant to 18 U.S. C. 3612(f)(3). If the fine is not paid, the court may sentence the defendant to any sentence which might have been originally imposed. See 18 U.S.C Unless the court has expressly ordered otherwise, if this judgment imposes imprisonment, payment of criminal monetary penalties is due during imprisonment. All criminal monetary penalties, except those payments made through the Federal Bureau of Prisons' Inmate Financial Responsibility Program, are made to the clerk of the court. Payments shall be applied in the following order: ( 1) assessment, (2) restitution principal, (3) restitution interest, ( 4) fine principal, (5) community restitution, (6) fine interest, (7) penalties, and (8) costs, including cost of prosecution and court costs.

191 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 33 of 215 PageID: 6418 EXHIBIT 5

192 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 04/25/13 02/16/16 Page 1 34 of 7 of PageID: 215 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY UNITED STATES OF AMERICA Criminal No.: 2 : / J 2 I ( v. NORMAN T. REMICK, Filed: Violation: 15 U.S.C. 1 Defendant. PLEA AGREEMENT The Antitrust Division of the United States Department of Justice and the defendant, NORMAN T. REMICK ("REMICK"), hereby enter into the following Plea Agreement ("Agreement") pursuant to Rule 11(c)(1)(B) of the Federal Rules of Criminal Procedure ("Fed. R. Crim. P."). AGREEMENT TO PLEAD GUlL TY AND WAIVE CERTAIN RIGHTS 1. REMICK will waive indictment pursuant to Fed. R. Crim. P. 7(b) and plead guilty in the United States District Court of New Jersey to a one-count Information, in the form attached, in which he is charged with one count of violating 15 U.S.C. 1 in connection with a conspiracy to rig bids at certain public auctions for the sale of tax liens conducted by municipalities within the District of New Jersey, from in or about the beginning 2007 until approximately February

193 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 04/25/13 02/16/16 Page 2 35 of 7 of PageID: 215 PageID: GOVERNMENT'S AGREEMENT 2. Upon the Court's acceptance of the guilty plea called for by this Agreement, the United States will not bring further criminal charges against REMICK for any act or offense committed prior to the date of this Agreement that was in furtherance of any agreement to rig bids certain public auctions for the sale of tax liens conducted by municipalities within the District ofnew Jersey. The nonprosecution terms of this paragraph do not apply to civil matters of any kind, to any violation of the federal securities laws, or to any crime of violence. 3. It is understood that this Agreement does not bind any other federal agency or local prosecuting authority or administrative agency other than the Antitrust Division of the United States Department of Justice. However, if requested, the United States will bring the fact, manner and extent of the cooperation of REMICK to the attention of other prosecuting, administrative, and other agencies as a matter for such agencies to consider as appropriate. POSSIBLE MAXIMUM PENALTIES 4. REMICK understands that the statutory maximum penalty which may be imposed against him upon conviction for a violation of 15 U.S.C. 1 is: (a) a term of imprisonment for ten (10) years (15 U.S.C. 1); (b) a fine in an amount equal to the greatest of (1) $1 million, (2) twice the gross pecuniary gain the conspirators derived from the crime, or (3) twice the gross pecuniary loss caused to the victims of the crime by the conspirators (15 U.S.C. 1 and 18 U.S.C. 3571(b) and (d)); and (c) a term of supervised release of three (3) years following any term of imprisonment. If the defendant violates any condition of supervised release, the defendant could 2

194 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 04/25/13 02/16/16 Page 3 36 of 7 of PageID: 215 PageID: be imprisoned up to two (2) years (18 U.S.C. 3559(a)(3); 18 U.S.C. 3583(b)(2) and (e)(3); and U.S.S.G. 5Dl.2(a)(2)). 5. In addition, REMICK understands that: (a) pursuant to U.S.S.G. 5El.l or 18 U.S.C. 3583(d), the Court may impose an order of restitution to the victims of the offense; and (b) pursuant to 18 U.S.C. 3013(a)(2)(A), the Court is required to order the defendant to pay a $ special assessment upon conviction for the charged crime. SENTENCING GUIDELINES 6. REMICK understands that the United States Sentencing Guidelines ("Sentencing Guidelines") are advisory, not mandatory, but that the Court must consider the Sentencing Guidelines, along with the other factors set forth in 18 U.S.C. 3553(a), in determining and imposing a sentence. REMICK understands that the Sentencing Guidelines determinations will be made by the Court by a preponderance of the evidence standard. REMICK understands that although the Court is not ultimately bound to impose a sentence within the applicable Sentencing Guidelines range, its sentence must be reasonable based upon considerations of all relevant sentencing factors set forth in 18 U.S.C. 3553(a). SENTENCING AGREEMENT 7. REMICK understands that the sentence to be imposed on him is within the sole discretion of the sentencing judge. It is understood that the Sentencing Guidelines are not binding on the Court. REMICK acknowledges that the entry of his guilty plea to the charged offense authorizes the sentencing court to impose any sentence up to and including the statutory maximum sentence. The United States cannot and does not make any promises or 3

195 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 04/25/13 02/16/16 Page 4 37 of 7 of PageID: 215 PageID: representations as to what sentence REMICK will receive. REMICK understands that, as provided in Fed. R. Crim. P. ll(c)(3)(b), if the Court does not impose a sentence consistent with either party's sentencing recommendation, he nevertheless has no right to withdraw his plea of guilty. The United States will inform the Probation Office and the Court of (a) this Agreement; (b) the nature and extent of REMICK's activities with respect to this case, and all other activities of REMICK which the United States deems relevant to sentencing; and (c) the timeliness, nature, extent and significance of REMICK's cooperation with the United States. In so doing, the United States may use any information it deems relevant, including information provided by REMICK both prior and subsequent to the signing of this Agreement. The United States reserves the right to make any statement to the Court or the Probation Office concerning the nature of the offense charged in the attached Information, the participation of REMICK therein, and any other facts or circumstances that it deems relevant. The United States also reserves the right to comment on or to correct any representation made by or on behalf of REMICK, and to supply any other information that the Court may require. 8. The United States and REMICK agree that pursuant to U.S.S.G. 2Rl.l, the volume of commerce attributable to REMICK is approximately $330,000. In light of the availability of civil causes of action, in the United States District Court for the District of New Jersey, which potentially provide for a recovery of a multiple of actual damages, the United States and REMICK agree that any sentencing recommendation either party may make to the Court will not include an order of restitution for the offense charged in the Information. 4

196 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 04/25/13 02/16/16 Page 5 38 of 7 of PageID: 215 PageID: REMICK understands that this Agreement does not in any way affect or limit the right of the United States to respond to and take positions on post-sentencing motions or requests for information that relate to the reduction or modification of his sentence. REPRESENTATION BY COUNSEL 10. REMICK has reviewed all legal and factual aspects of this case with his attorney and is fully satisfied with his attorney's legal representation. REMICK has thoroughly reviewed this Agreement with his attorney, and has received satisfactory explanations from his attorney concerning each paragraph of this Agreement and alternatives available to him other than entering into this Agreement. After conferring with his attorney and considering all available alternatives, REMICK has made a knowing and voluntary decision to enter into this Agreement. VOLUNTARY PLEA 11. REMICK's decision to enter into this Agreement and to tender a plea of guilty is freely and voluntarily made and is not the result of force, threats, assurances, promises, or representations other than the representations contained in this Agreement. The United States has made no promises or representations to REMICK as to whether the Court will accept or reject the recommendations contained within this Agreement. VIOLATION OF PLEA AGREEMENT 12. REMICK agrees that, should the United States determine in good faith, during the period that any Federal Proceeding is pending, that he has violated any provision of this Agreement, the United States will notify counsel for the defendant in writing by personal or overnight delivery or facsimile transmission and may also notify counsel by telephone of its intention to void any of its obligations under this Agreement (except its obligations under this 5

197 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 04/25/13 02/16/16 Page 6 39 of 7 of PageID: 215 PageID: paragraph), and REMICK shall be subject to prosecution for any federal crime of which the United States has knowledge including, but not limited to, the substantive offenses relating to the investigation resulting in this Agreement. REMICK agrees that, in the event that the United States is released from its obligations under this Agreement and brings criminal charges against him for any offense referred to in Paragraph 1 of this Agreement, the statute of limitations period for such offense shall be tolled for the period between the date of the signing of this Agreement and six (6) months after the date the United States gave notice of its intent to void its obligations under this Agreement. 13. REMICK understands and agrees that in any further prosecution of him resulting from the release of the United States from its obligations under this Agreement based on REMICK's violation of the Agreement, any documents, statements, information, testimony, or evidence provided by him to attorneys or agents of the United States, federal grand juries, or courts, and any leads derived therefrom, may be used against him in any such further prosecution. In addition, REMICK unconditionally waives his right to challenge the use of such evidence in any such further prosecution, notwithstanding the protections of Fed. R. Evid ENTIRETY OF AGREEMENT 14. This Agreement constitutes the entire agreement between the United States and REMICK concerning the disposition of the criminal charge contained in this case. This Agreement cannot be modified except in writing, signed by the parties. 6

198 . Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 04/25/13 02/16/16 Page 7 40 of 7 of PageID: 215 PageID: The undersigned attorneys for the United States have been authorized by the Attorney General of the United States to enter this Agreement on behalf of the United States. Respectfully submitted, NORMAN T. REMICK JUDSON A. AARON, JUDSON ESQ. A. AARON,ESQ. Counsel for Norman T. Remick BRYAN C. BUGHMAN CHARLES V. REILLY LUDOVIC C. GHESQUIERE Trial Attorneys, Antitrust Division U.S. Department of Justice 26 Federal Plaza, Room 3630 New York, New York (212)

199 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 41 of 215 PageID: 6426 EXHIBIT 6

200 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/16/13 02/16/16 Page 142 of of 6 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 1 -Judgment in a Criminal Case UNITED STATES DISTRICT COURT District of New Jersey UNITED STATES OF AMERICA v. NORMAN REMICK Defendant. Case Number 2:13cr282-1 JUDGMENT IN A CRIMINAL CASE (For Offenses Committed On or After November 1, 1987) The defendant, NORMAN REMICK, was represented by Judson A. Aaron, Esq. The defendant pled guilty to count(s) 1 of the Information on 25 April2013. Accordingly, the court has adjudicated that the defendant is guilty of the following offense(s): Title & Section Nature of Offense Date of Offense Count Number(s) 15:1 Antitrust violations 2007 to 2009 As pronounced on 16 September 2013, the defendant is sentenced as provided in pages 2 through of this Judgment. The sentence is imposed pursuant to the Sentencing Reform Act of It is ordered that the defendant shall pay to the United States a special assessment of $100.00, for count(s) 1, which shall be due immediately. Said special assessment shall be made payable to the Clerk, U.S. District Court. It is further ordered that the defendant shall notify the United States Attorney for this district within 30 days of any change of name, residence, or mailing address until all fines, restitution, costs, and special assessments imposed by this Judgment are fully paid. If ordered to pay restitution, the defendant shall notify the court and United States Attorney of any material change in the defendant's economic circumstances. Signed this the _j_ _ day of September,

201 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/16/13 02/16/16 Page 243 of of 6 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4- Probation Defendant: Case Number: NORMAN REMICK 2: 13cr282-1 Judgment- Page 2 of 6 PROBATION The defendant is hereby placed on probation for a term of 3 years. below): While on probation, the defendant shall comply with the standard conditions that have been adopted by this court (set forth Based on information presented, the defendant is excused from the mandatory drug testing provision, however, may be requested to submit to drug testing during the period of probation if the probation officer determines a risk of substance abuse. If this judgment imposes a fine, special assessment, costs or restitution obligation, it shall be a condition of probation that the defendant pay any such fine, assessment, costs and restitution and shall comply with the following special conditions: While on probation, the defendant shall not commit another federal, state, or local crime, shall be prohibited from possessing a firearm or other dangerous device, shall not possess an illegal controlled substance and shall comply with the other standard conditions that have been adopted by this Court. Based on information presented, the defendant is excused from the mandatory drug testing provision; however, the defendant may be requested to submit to drug testing during the period of supervision if the probation officer determines a risk of substance abuse. In addition, the defendant shall comply with the following special conditions: LOCATION MONITORING PROGRAM (6 months) (Payment NOT waived) You are to participate in the Location Monitoring Program. You shall be confined to your residence for a period of 6 months commencing at the direction of the U.S. Probation Office. You shall be required to be at this residence at all times except for approved absences for gainful employment, community service, religious services, medical care, educational or training programs and at other such times as may be specifically authorized by the U.S. Probation Office. You shall wear a Location Monitoring device and follow all location monitoring procedures. You shall permit the Probation Officer access to the residence at all times and maintain a telephone at the residence without any custom services or portable, cordless equipment. You shall comply with any other specific conditions of home confinement as the Court may require. You shall pay all the costs associated with the Location Monitoring Device. The U.S. Probation Office may use less restrictive location monitoring technology if the U.S. Probation Office determines that a less restrictive device is available and appropriate. COMMUNITY SERVICE (50 hours over 3 years or less) You shall contribute 50 hours of community service work over a period of 3 years or less, from the date supervision commences. Such service shall be without compensation, with the specific work placement to be approved by the U.S. Probation Office. NEW DEBT RESTRICTIONS You are prohibited from incurring any new credit charges, opening additional lines of credit, or incurring any new monetary loan, obligation, or debt, by whatever name known, without the approval of the U.S. Probation Office. You shall not encumber or liquidate interest in any assets unless it is in direct service of the fine and/or restitution obligation or otherwise has the expressed approval of the Court. SELF-EMPLOYMENT/BUSINESS DISCLOSURE You shall cooperate with the U.S. Probation Office in the investigation and approval of any position of self-employment, including any independent, entrepreneurial, or freelance employment or business activity. If approved for self-employment, you shall provide the U.S. Probation Office with full disclosure of your self-employment and other business records, including, but not limited to, all of the records identified in the Probation Form 48F (Request for Self Employment Records), or as otherwise requested by the U.S. Probation Office.

202 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/16/13 02/16/16 Page 344 of of 6 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4 - Probation Defendant: Case Number: NORMAN REMICK 2:13cr282-1 Judgment- Page 3 of 6 OCCUPATIONAL RESTRICTIONS As a further special condition of probation, you are to refrain from capital ventures that involve the investment of tax liens {As an underlying foundation for this special condition, the Court must find that: ( 1) a reasonably direct relationship existed between the defendant's occupation, business or profession and the conduct relevant to the offense of conviction; (2) imposition of such a restriction is reasonably necessary to protect the public because there is reason to believe that, absent such restriction, the defendant will continue to engage in unlawful conduct similar to that for which the defendant was convicted; and (3) that the time frame and structure of the special condition is for the minimum time frame and to the minimum extent necessary to protect the public.}

203 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/16/13 02/16/16 Page 445 of of 6 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4a- Probation Defendant: Case Number: NORMAN REMICK 2:13cr282-1 Judgment- Page 4 of 6 STANDARD CONDITIONS OF PROBATION While the defendant is on probation pursuant to this Judgment: 1) The defendant shall not commit another federal, state, or local crime during the term of supervision. 2) The defendant shall not illegally possess a controlled substance. 3) If convicted of a felony offense, the defendant shall not possess a firearm or destructive device. 4) The defendant shall not leave the judicial district without the permission of the court or probation officer. 5) The defendant shall report to the probation officer in a manner and frequency directed by the Court or probation officer. 6) The defendant shall answer truthfully all inquiries by the probation officer and follow the instructions of the probation officer. 7) The defendant shall support his or her dependents and meet other family responsibilities. 8) The defendant shall work regularly at a lawful occupation unless excused by the probation officer for schooling, training, or other acceptable reasons. 9) The defendant shall notify the probation officer within seventy-two hours of any change in residence or employment. 1 0) The defendant shall refrain from excessive use of alcohol and shall not purchase, possess, use, distribute or administer any narcotic or other controlled substance, or any paraphernalia related to such substances. 11) The defendant shall not frequent places where controlled substances are illegally sold, used, distributed, or administered. 12) The defendant shall not associate with any persons engaged in criminal activity, and shall not associate with any person convicted of a felony unless granted permission to do so by the probation officer. 13) The defendant shall permit a probation officer to visit him or her at any time at home or elsewhere and shall permit confiscation of any contraband observed in plain view by the probation officer. 14) The defendant shall notify the probation officer within seventy-two hours of being arrested or questioned by a law enforcement officer. 15) The defendant shall not enter into any agreement to act as an informer or a special agent of a law enforcement agency without the permission of the court. 16) As directed by the probation officer, the defendant shall notify third parties of risks that may be occasioned by the defendant's criminal record or personal history or characteristics, and shall permit the probation officer to make such notifications and to confirm the defendant's compliance with such notification requirement. (17) You shall cooperate in the collection of DNA as directed by the Probation Officer. (This standard condition would apply when the current offense or a prior federal offense is either a felony, any offense under Chapter 1 09A of Title 18 (i.e., , any crime of violence [as defined in 18 U.S. C. 16], any attempt or conspiracy to commit the above, an offense under the Uniform Code of Military Justice for which a sentence of confinement of more than one year may be imposed, or any other offense under the Uniform Code that is comparable to a qualifying federal offense); (18) Upon request, you shall provide the U.S. Probation Office with full disclosure of your financial records, including co-mingled income, expenses, assets and liabilities, to include yearly income tax returns. With the exception of the financial accounts reported and noted within the presentence report, you are prohibited from maintaining and/or opening any additional individual and/or joint checking, savings, or other financial accounts, for either personal or business purposes, without the knowledge

204 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/16/13 02/16/16 Page 546 of of 6 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4a- Probation Defendant: Case Number: NORMAN REMICK 2:13cr282-1 Judgment- Page 5 of 6 and approval of the U.S. Probation Office. You shall cooperate with the Probation Officer in the investigation of your financial dealings and shall provide truthful monthly statements of your income. You shall cooperate in the signing of any necessary authorization to release information forms permitting the U.S. Probation Office access to your financial information and records; (19) As directed by the U.S. Probation Office, you shall participate in and complete any educational, vocational, cognitive or any other enrichment program offered by the U.S. Probation Office or any outside agency or establishment while under supervision; (20) You shall not operate any motor vehicle without a valid driver's license issued by the State of New Jersey, or in the state in which you are supervised. You shall comply with all motor vehicle laws and ordinances and must report all motor vehicle infractions (including any court appearances) within 72 hours to the U.S. Probation Office; l For Officiai_Yse Only- ::...: U. S~robatio!! Office j : Upon a finding of a violation of probation or supervised release, I understand that the Court may (1) revoke supervision or (2) extend the term of supervision and/or modify the conditions of supervision. I 1 These conditions have been read to me. I fully understand the conditions, and have been provided a copy of I them. I You shall carry out all rules, in addition to the above, as prescribed by the Chief U.S. Probation Officer, or any I of his associate Probation Officers. I (Signed) = Defendant Date I I 1 U.S. Probation Officer/Designated Witness Date l ~

205 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/16/13 02/16/16 Page 647 of of 6 PageID: 215 PageID: AO 2458 (Mod. 0/NJ 12/06) Sheet 5- Fine Defendant: Case Number: NORMAN REMICK 2: 13cr282-1 Judgment- Page 6 of 6 FINE The defendant shall pay a fine of $20, This fine, plus any interest pursuant to 18 U.S.C. 3612(f)(1), is due immediately and shall be paid in full within 30 days of sentencing. If the fine is not paid, the court may sentence the defendant to any sentence which might have been originally imposed. See 18 U.S.C Unless the court has expressly ordered otherwise, if this judgment imposes imprisonment, payment of criminal monetary penalties is due during imprisonment. All criminal monetary penalties, except those payments made through the Federal Bureau of Prisons' Inmate Financial Responsibility Program, are made to the clerk of the court. Payments shall be applied in the following order: (1) assessment, (2) restitution principal, (3) restitution interest, (4) fine principal, (5) community restitution, (6) fine interest, (7) penalties, and (8) costs, including cost of prosecution and court costs.

206 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 48 of 215 PageID: 6433 EXHIBIT 7

207 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 09/30/13 02/16/16 Page 149 of 9 of PageID: 215 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY UNITED STATES OF AMERICA Criminal No.: Z: /3 CA.. {, YJ -/ v. MICHAEL MASTELLONE, Filed: Violation: 15 U.S.C. 1 Defendant. PLEA AGREEMENT The Antitrust Division of the United States Department of Justice and the defendant, MICHAEL MASTELLONE ("MASTELLONE") hereby enter into the following Plea Agreement ("Agreement") pursuant to Rule 11(c)(l)(B) of the Federal Rules of Criminal Procedure ("Fed. R. Crim. P."). AGREEMENT TO PLEAD GUILTY AND WAIVE CERTAIN RIGHTS 1. MASTELLONE will waive indictment pursuant to Fed. R. Crim. P. 7(b) and plead guilty in the United States District Court of New Jersey to a one-count Information, in the form attached, in which he is charged with one count of violating 15 U.S.C. 1 in connection with a conspiracy to rig bids at certain public auctions for the sale of tax liens conducted by municipalities within the District of New Jersey, from in or about 2000 until approximately February

208 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 09/30/13 02/16/16 Page 250 of 9 of PageID: 215 PageID: DEFENDANT'S COOPERATION 2. MASTELLONE will cooperate fully and truthfully with the United States in the prosecution of this case, the conduct of the current federal investigation of violations of federal antitrust and related criminal laws involving the purchase of municipal tax liens in the State of New Jersey, as well as any other federal investigation resulting therefrom, and any litigation or other proceedings arising or resulting from any such investigation to which the United States is a party (collectively referred to herein as "Federal Proceeding"). The ongoing, full, and truthful cooperation ofmastellone shall include, but not be limited to: (a) producing to the United States all non-privileged documents, information, and other materials, wherever located, in the possession, custody, or control of the defendant, requested by the United States in connection with any Federal Proceeding; (b) making himself available for interviews, not at the expense of the United States, at the New York Office of the Antitrust Division, or at other mutually agreed upon locations, upon the request of attorneys and agents of the United States; (c) bringing to the attention of the United States all crimes which he has committed, and all administrative, civil, and/or criminal proceedings, investigations, or prosecutions in which he, to his knowledge, is or has been a subject, target, party, or witness; (d) responding fully and truthfully to all inquiries of the United States in connection with any Federal Proceeding, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. 1001) and obstruction of justice (18 U.S.C. 1503, et seq.); 2

209 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 09/30/13 02/16/16 Page 351 of 9 of PageID: 215 PageID: '. (e) otherwise voluntarily providing to the United States any materials or information, not requested in (a)-( c) of this paragraph, that is related to any Federal Proceeding; (f) when called upon to do so by the United States in connection with any Federal Proceeding, testifying in grand jury, trial, and other judicial proceedings fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. 1623), contempt (18 U.S.C ), and obstruction of justice (18 U.S.C. 1503, et seq.); and (g) committing no further crimes whatsoever. GOVERNMENT'S AGREEMENT 3. Subject to the full, truthful, and continuing cooperation of the defendant, as described in Paragraph 2 of this Agreement and upon the Court's acceptance of the guilty plea called for by this Agreement, the United States will not bring further criminal charges against MASTELLONE for any act or offense committed prior to the date of this Agreement that was in furtherance of any agreement to rig bids at municipal tax lien sales or auctions in the State of New Jersey. The nonprosecution terms of this paragraph do not apply to civil matters of any kind, to any violation of the federal securities laws, or to any crime of violence. 4. It is understood that this Agreement does not bind any other federal agency or local prosecuting authority or administrative agency other than the Antitrust Division of the United States Department of Justice. However, if requested, the United States will bring the fact, manner and extent of the cooperation ofmastellone to the attention of other prosecuting, administrative, and other agencies as a matter for such agencies to consider as appropriate. 3

210 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 09/30/13 02/16/16 Page 452 of 9 of PageID: 215 PageID: POSSIBLE MAXIMUM PENALTIES 5. MASTELLONE understands that the statutory maximum penalty which may be imposed against him upon conviction for a violation of 15 U.S.C. 1 is: (a) a term of imprisonment for ten (10) years (15 U.S.C. 1); (b) a fine in an amount equal to the greatest of (1) $1 million, (2) twice the gross pecuniary gain the conspirators derived from the crime, or (3) twice the gross pecuniary loss caused to the victims of the crime by the conspirators (15 U.S.C. 1 and 18 U.S.C. 3571(b) and (d)); and (c) a term of supervised release of three (3) years following any term of imprisonment. If the defendant violates any condition of supervised release, the defendant could be imprisoned up to two (2) years (18 U.S.C. 3559(a)(3); 18 U.S.C. 3583(b)(2) and (e)(3); and U.S.S.G. 5D1.2(a)(2)). 6. In addition, MASTELLONE understands that: (a) pursuant to U.S.S.G. 5E1.1 or 18 U.S.C. 3583(d), the Court may impose an order of restitution to the victims of the offense; and (b) pursuant to 18 U.S.C. 3013(a)(2)(A), the Court is required to order the defendant to pay a $ special assessment upon conviction for the charged crime. SENTENCING GUIDELINES 7. MASTELLONE understands that the United States Sentencing Guidelines ("Sentencing Guidelines") are advisory, not mandatory, but that the Court must consider the Sentencing Guidelines, along with the other factors set forth in 18 U.S.C. 3553(a), in determining and imposing a sentence. MASTELLONE understands that the Sentencing 4

211 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 09/30/13 02/16/16 Page 553 of 9 of PageID: 215 PageID: Guidelines determinations will be made by the Court by a preponderance of the evidence standard. MASTELLONE understands that although the Court is not ultimately bound to impose a sentence within the applicable Sentencing Guidelines range, its sentence must be reasonable based upon considerations of all relevant sentencing factors set forth in 18 U.S.C. 3553(a). SENTENCING AGREEMENT 8. MASTELLONE understands that the sentence to be imposed on him is within the sole discretion of the sentencing judge. It is understood that the Sentencing Guidelines are not binding on the Court. MASTELLONE acknowledges that the entry of his guilty plea to the charged offense authorizes the sentencing court to impose any sentence up to and including the statutory maximum sentence. The United States cannot and does not make any promises or representations as to what sentence MASTELLONE will receive. MASTELLONE understands that, as provided in Fed. R. Crim. P. ll(c)(3)(b), if the Court does not impose a sentence consistent with either party's sentencing recommendation, he nevertheless has no right to withdraw his plea of guilty. The United States will inform the Probation Office and the Court of (a) this Agreement; (b) the nature and extent ofmastellone's activities with respect to this case, and all other activities of MASTELLONE which the United States deems relevant to sentencing; and (c) the timeliness, nature, extent and significance ofmastellone's cooperation with the United States. In so doing, the United States may use any information it deems relevant, including information provided by MASTELLONE both prior and subsequent to the signing of this Agreement. The United States reserves the right to make any statement to the Court or the Probation Office concerning the nature of the offense charged in the attached Information, the participation of MASTELLONE therein, and any other facts or circumstances 5

212 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 09/30/13 02/16/16 Page 654 of 9 of PageID: 215 PageID: that it deems relevant. The United States also reserves the right to comment on or to correct any representation made by or on behalf of MASTELLONE, and to supply any other information that the Court may require. 9. If the United States determines that MASTELLONE has provided substantial assistance in any Federal Proceeding, and has otherwise fully complied with all of the terms of this Agreement, it will file a motion, pursuant to U.S.S.G. 5K1.1, advising the sentencing judge of all relevant facts pertaining to that determination and requesting the Court to sentence MASTELLONE in light ofthe factors set forth in U.S.S.G. 5K1.1(a)(1)-(5), and thus impose, in the Court's discretion, a sentence below the applicable Sentencing Guidelines ranges for a term of incarceration and/or a fine. The United States and MASTELLONE are free to recommend or argue for any specific sentence to the Court. 10. MASTELLONE acknowledges that the decision whether he has provided substantial assistance in any Federal Proceeding is within the sole discretion of the United States. It is understood that should the United States determine that MASTELLONE has not provided substantial assistance in any Federal Proceeding, such a determination will release the United States from any obligation to file a motion pursuant to U.S.S.G. 5K1.1, but will not entitle MASTELLONE to withdraw his guilty plea once it has been entered. MASTELLONE further understands that whether or not the United States files its motion pursuant to U.S.S.G. 5Kl.l, the sentence to be imposed on him remains within the sole discretion of the sentencing judge. 11. The United States and MASTELLONE agree that, pursuant to U.S.S.G. 2R1.1, the volume of commerce attributable to MASTELLONE is approximately $166,000. This amount includes liens purchased in the name of Park Finance, LLC, which was formed in

213 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 09/30/13 02/16/16 Page 755 of 9 of PageID: 215 PageID: In light of the availability of civil causes of action, filed in the United States District Court for the District of New Jersey, which potentially provide for a recovery of a multiple of actual damages, the United States and MASTELLONE agree that any sentencing recommendation either party may make to the Court will not include an order of restitution for the offense charged in the Information. 12. MASTELLONE understands that this Agreement does not in any way affect or limit the right of the United States to respond to and take positions on post-sentencing motions or requests for information that relate to the reduction or modification of his sentence. REPRESENTATION BY COUNSEL 13. MASTELLONE has reviewed all legal and factual aspects of this case with his attorney and is fully satisfied with his attorney's legal representation. MASTELLONE has thoroughly reviewed this Agreement with his attorney, and has received satisfactory explanations from his attorney concerning each paragraph of this Agreement and alternatives available to him other than entering into this Agreement. After conferring with his attorney and considering all available alternatives, MASTELLONE has made a knowing and voluntary decision to enter into this Agreement. VOLUNTARY PLEA 14. MASTELLONE' s decision to enter into this Agreement and to tender a plea of guilty is freely and voluntarily made and is not the result of force, threats, assurances, promises, or representations other than the representations contained in this Agreement. The United States has made no promises or representations to MASTELLONE as to whether the Court will accept or reject the recommendations contained within this Agreement. 7

214 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 09/30/13 02/16/16 Page 856 of 9 of PageID: 215 PageID: VIOLATION OF PLEA AGREEMENT 15. MASTELLONE agrees that, should the United States determine in good faith, during the period that any Federal Proceeding is pending, that he has failed to provide full and truthful cooperation, as described in Paragraph 2 of this Agreement, or has otherwise violated any provision of this Agreement, the United States will notify counsel for the defendant in writing by personal or overnight delivery or facsimile transmission and may also notify counsel by telephone of its intention to void any of its obligations under this Agreement (except its obligations under this paragraph), and MASTELLONE shall be subject to prosecution for any federal crime of which the United States has knowledge including, but not limited to, the substantive offenses relating to the investigation resulting in this Agreement. MASTELLONE agrees that, in the event that the United States is released from its obligations under this Agreement and brings criminal charges against him for any offense referred to in Paragraph 3 of this Agreement, the statute of limitations period for such offense shall be tolled for the period between the date of the signing of this Agreement and six (6) months after the date the United States gave notice of its intent to void its obligations under this Agreement. 16. MASTELLONE understands and agrees that in any further prosecution of him resulting from the release of the United States from its obligations under this Agreement based on MASTELLONE's violation of the Agreement, any documents, statements, information, testimony, or evidence provided by him to attorneys or agents of the United States, federal grand juries, or courts, and any leads derived therefrom, may be used against him in any such further prosecution. In addition, MASTELLONE unconditionally waives his right to challenge the use 8

215 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 09/30/13 02/16/16 Page 957 of 9 of PageID: 215 PageID: of such evidence in any such further prosecution, notwithstanding the protections of Fed. R. Evid ENTIRETY OF AGREEMENT 17. This Agreement constitutes the entire agreement between the United States and MASTELLONE concerning the disposition of the criminal charge contained in this case. This Agreement cannot be modified except in writing, signed by the parties. 18. The undersigned attorneys for the United States have been authorized by the Attorney General of the United States to enter this Agreement on behalf of the United States. Respectfully submitted, /MICHAEL MASTELLONE G~L{:S~~ Counsel for MICHAEL MASTELLONE BENJAMIN SIROTA LUDOVIC C. GHESQUIERE CHARLES V. REILLY JOHN W. VAN LONKHUYZEN BRYAN C. BUGHMAN Trial Attorneys, Antitrust Division U.S. Department of Justice 26 Federal Plaza, Room 3630 New York, New York (212)

216 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 58 of 215 PageID: 6443 EXHIBIT 8

217 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/30/13 02/16/16 Page 1 59 of 7 of PageID: 215 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY UNITED STATES OF AMERICA v. Criminal No.: Filed: 2: 13 cr (DMC)) ROBERT U. DEL VECCHIO Sr., Violation: 15 U.S.C. 1 Defendant. PLEA AGREEMENT The Antitrust Division of the United States Department of Justice and the defendant, ROBERT U. DEL VECCHIO Sr. ("DEL VECCHIO") hereby enter into the following Plea Agreement ("Agreement") pursuant to Rule 11(c)(l)(B) of the Federal Rules of Criminal Procedure ("Fed. R. Crim. P."). AGREEMENT TO PLEAD GUILTY AND WAIVE CERTAIN RIGHTS 1. DEL VECCHIO will waive indictment pursuant to Fed. R. Crim. P. 7(b) and plead guilty in the United States District Court of New Jersey to a one-count Information, in the form attached, in which he is charged with one count of violating 15 U.S.C. 1 in connection with a conspiracy to rig bids at certain public auctions for the sale of tax liens conducted by municipalities within the District ofnew Jersey, from in or about 2000 until approximately December

218 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/30/13 02/16/16 Page 2 60 of 7 of PageID: 215 PageID: GOVERNMENT'S AGREEMENT 2. Upon the Court's acceptance of the guilty plea called for by this Agreement, the United States will not bring further criminal charges against DEL VECCHIO for any act or offense committed prior to the date of this Agreement that was in furtherance of any agreement to rig bids at certain public auctions for the sale of tax liens conducted by municipalities within the District of New Jersey. The nonprosecution terms of this paragraph do not apply to civil matters of any kind, to any violation of the federal securities laws, or to any crime of violence. 3. It is understood that this Agreement does not bind any other federal agency or local prosecuting authority or administrative agency other than the Antitrust Division of the United States Department of Justice. POSSIBLE MAXIMUM PENALTIES 4. DEL VECCHIO understands that the statutory maximum penalty which may be imposed against him upon conviction for a violation of 15 U.S.C. 1 is: (a) a term of imprisonment for ten (10) years (15 U.S.C. 1); (b) a fine in an amount equal to the greatest of (1) $1 million, (2) twice the gross pecuniary gain the conspirators derived from the crime, or (3) twice the gross pecuniary loss caused to the victims of the crime by the conspirators (15 U.S.C. 1 and 18 U.S.C. 3571(b), (d)); and (c) a term of supervised release of three (3) years following any term of imprisonment. If the defendant violates any condition of supervised release, the defendant could be imprisoned up to two (2) years (18 U.S.C. 3559(a)(3); 18 U.S.C. 3583(b)(2), (e)(3); and U.S.S.G. 5Dl.2(a)(2)). 2

219 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/30/13 02/16/16 Page 3 61 of 7 of PageID: 215 PageID: In addition, DEL VECCHIO understands that: (a) pursuant to U.S.S.G. SELl or 18 U.S.C. 3583(d), the Court may impose an order of restitution to the victims of the offense; and (b) pursuant to 18 U.S.C. 3013(a)(2)(A), the Court is required to order the defendant to pay a $ special assessment upon conviction for the charged crime. SENTENCING GUIDELINES 6. DEL VECCHIO understands that the United States Sentencing Guidelines ("Sentencing Guidelines") are advisory, not mandatory, but that the Court must consider the Sentencing Guidelines, along with the other factors set forth in 18 U.S.C. 3553(a), in determining and imposing a sentence. DEL VECCHIO understands that the Sentencing Guidelines determinations will be made by the Court by a preponderance of the evidence standard. DEL VECCHIO understands that although the Court is not ultimately bound to impose a sentence within the applicable Sentencing Guidelines range, its sentence must be reasonable based upon considerations of all relevant sentencing factors set forth in 18 U.S.C. 3553(a). SENTENCING AGREEMENT 7. DEL VECCHIO understands that the sentence to be imposed on him is within the sole discretion of the sentencing judge. It is understood that the Sentencing Guidelines are not binding on the Court. DEL VECCHIO acknowledges that the entry of his guilty plea to the charged offense authorizes the sentencing court to impose any sentence up to and including the statutory maximum sentence. The United States cannot and does not make any promises or representations as to what sentence DEL VECCHIO will receive. DEL VECCHIO understands that, as provided in Fed. R. Crim. P. ll(c)(3)(b), if the Court does not impose a sentence 3

220 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/30/13 02/16/16 Page 4 62 of 7 of PageID: 215 PageID: consistent with either party's sentencing recommendation, he nevertheless has no right to withdraw his plea of guilty. The United States will inform the Probation Office and the Court of (a) this Agreement; and (b) the nature and extent of DEL VECCHIO's activities with respect to this case and all other activities of DEL VECCHIO which the United States deems relevant to sentencing. In so doing, the United States may use any information it deems relevant, including information provided by DEL VECCHIO both prior and subsequent to the signing of this Agreement. The United States reserves the right to make any statement to the Court or the Probation Office concerning the nature of the offense charged in the attached Information, the participation of DEL VECCHIO therein, and any other facts or circumstances that it deems relevant. The United States also reserves the right to comment on or to correct any representation made by or on behalf of DEL VECCHIO, and to supply any other information that the Court may require. 8. The United States and DEL VECCHIO agree that pursuant to U.S.S.G. 2Rl.l, the volume of commerce attributable to DEL VECCHIO is approximately $320, In light of the availability of civil causes of action, in the United States District Court for the District of New Jersey, which potentially provide for a recovery of a multiple of actual damages, the United States and DEL VECCHIO agree that any sentencing recommendation either party may make to the Court will not include an order of restitution for the offense charged in the Information. 9. DEL VECCHIO understands that this Agreement does not in any way affect or limit the right of the United States to respond to and take positions on post-sentencing motions or requests for information that relate to the reduction or modification of his sentence. 4

221 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/30/13 02/16/16 Page 5 63 of 7 of PageID: 215 PageID: REPRESENTATION BY COUNSEL 10. DEL VECCHIO has reviewed all legal and factual aspects of this case with his attorney and is fully satisfied with his attorney's legal representation. DEL VECCHIO has thoroughly reviewed this Agreement with his attorney, and has received satisfactory explanations from his attorney concerning each paragraph of this Agreement and alternatives available to him other than entering into this Agreement. After conferring with his attorney and considering all available alternatives, DEL VECCHIO has made a knowing and voluntary decision to enter into this Agreement. VOLUNTARY PLEA 11. DEL VECCHIO's decision to enter into this Agreement and to tender a plea of guilty is freely and voluntarily made and is not the result of force, threats, assurances, promises, or representations other than the representations contained in this Agreement. The United States has made no promises or representations to DEL VECCHIO as to whether the Court will accept or reject the recommendations contained within this Agreement. VIOLATION OF PLEA AGREEMENT 12. DEL VECCHIO agrees that, should the United States determine in good faith, during the period that any federal proceeding is pending, that he has violated any provision of this Agreement, the United States will notify counsel for the defendant in writing by personal or overnight delivery or facsimile transmission and may also notify counsel by telephone of its intention to void any of its obligations under this Agreement (except its obligations under this paragraph), and DEL VECCHIO shall be subject to prosecution for any federal crime of which the United States has knowledge including, but not limited to, the substantive offenses relating to 5

222 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/30/13 02/16/16 Page 6 64 of 7 of PageID: 215 PageID: the investigation resulting in this Agreement. DEL VECCHIO agrees that, in the event that the United States is released from its obligations under this Agreement and brings criminal charges against him for any offense referred to in Paragraph 1 of this Agreement, the statute of limitations period for such offense shall be tolled for the period between the date of the signing of this Agreement and six (6) months after the date the United States gave notice of its intent to void its obligations under this Agreement. 13. DEL VECCHIO understands and agrees that in any further prosecution ofhim resulting from the release of the United States from its obligations under this Agreement based on DEL VECCHIO's violation of the Agreement, any documents, statements, information, testimony, or evidence provided by him to attorneys or agents of the United States, federal grand juries, or courts, and any leads derived therefrom, may be used against him in any such further prosecution. In addition, DEL VECCHIO unconditionally waives his right to challenge the use of such evidence in any such further prosecution, notwithstanding the protections of Fed. R. Evid ENTIRETY OF AGREEMENT 14. This Agreement constitutes the entire agreement between the United States and DEL VECCHIO concerning the disposition of the criminal charge contained in this case. This Agreement cannot be modified except in writing, signed by the parties. 6

223 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 09/30/13 02/16/16 Page 7 65 of 7 of PageID: 215 PageID: The undersigned attorneys for the United States have been authorized by the Attorney General of the United States to enter this Agreement on behalf of the United States. Dated: Respectfully submitted, Robert U. Del Vecchio Sr. RMichael B. Himmel, Esq. Counsel for Robert U. Del Vecchio Sr. LUDOVIC C. G ESQUIERE JOHN W. VAN LONKHUYZEN CHARLES V. REILLY BRYAN C. BUGHMAN Trial Attorneys, Antitrust Division U.S. Department of Justice 26 Federal Plaza, Room 3630 New York, New York (212)

224 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 66 of 215 PageID: 6451 EXHIBIT 9

225 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 01/14/14 02/16/16 Page 167 of of 5 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 1 -Judgment in a Criminal Case UNITED STATES DISTRICT COURT District of New Jersey UNITED STATES OF AMERICA v. ROBERT DEL VECCHIO, SR. Defendant. Case Number 2:13cr642-1 JUDGMENT IN A CRIMINAL CASE (For Offenses Committed On or After November 1, 1987) The defendant, ROBERT DEL VECCHIO, SR., was represented by Michael Himmel & Jamie Gottlieb, Esq. The defendant pled guilty to count(s) 1 of the Information on 30 September Accordingly, the court has adjudicated that the defendant is guilty of the following offense(s): Title & Section Nature of Offense Date of Offense Count Number(s) 15:1 Antitrust violations 2000 to 2008 As pronounced on 14 January 2014, the defendant is sentenced as provided in pages 2 through of this Judgment. The sentence is imposed pursuant to the Sentencing Reform Act of It is ordered that the defendant shall pay to the United States a special assessment of $100.00, for count(s) 1, which shall be due immediately. Said special assessment shall be made payable to the Clerk, U.S. District Court. It is further ordered that the defendant shall notify the United States Attorney for this district within 30 days of any change of name, residence, or mailing address until all fines, restitution, costs, and special assessments imposed by this Judgment are fully paid. If ordered to pay restitution, the defendant shall notify the court and United States Attorney of any material change in the defendant's economic circumstances. Signed this the H_ day of January, DEN S. CAVANAUGH United States District Judge 07506

226 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 01/14/14 02/16/16 Page 268 of of 5 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4- Probation Defendant: Case Number: ROBERT DEL VECCHIO, SR. 2:13cr642-1 Judgment- Page 2 of 5 PROBATION The defendant is hereby placed on probation for a term of 1 year. below): While on probation, the defendant shall comply with the standard conditions that have been adopted by this court (set forth Based on information presented, the defendant is excused from the mandatory drug testing provision, however, may be requested to submit to drug testing during the period of probation if the probation officer determines a risk of substance abuse. If this judgment imposes a fine, special assessment, costs or restitution obligation, it shall be a condition of probation that the defendant pay any such fine, assessment, costs and restitution and shall comply with the following special conditions: While on probation, the defendant shall not commit another federal, state, or local crime, shall be prohibited from possessing a firearm or other dangerous device, shall not possess an illegal controlled substance and shall comply with the other standard conditions that have been adopted by this Court. Based on information presented, the defendant is excused from the mandatory drug testing provision; however, the defendant may be requested to submit to drug testing during the period of supervision if the probation officer determines a risk of substance abuse. In addition, the defendant shall comply with the following special conditions: LOCATION MONITORING PROGRAM (3 months) (Payment NOT waived) You are to participate in the Location Monitoring Program. You shall be confined to your residence for a period of 3 months commencing at the direction of the U.S. Probation Office. You shall be required to be at this residence at all times except for approved absences for gainful employment, community service, religious services, medical care, educational or training programs and at other such times as may be specifically authorized by the U.S. Probation Office. You shall wear a Location Monitoring device and follow all location monitoring procedures. You shall permit the Probation Officer access to the residence at all times and maintain a telephone at the residence without any custom services or portable, cordless equipment. You shall comply with any other specific conditions of home confinement as the Court may require. You shall pay all the costs associated with the Location Monitoring Device. The U.S. Probation Office may use less restrictive location monitoring technology if the U.S. Probation Office determines that a less restrictive device is available and appropriate.

227 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 01/14/14 02/16/16 Page 369 of of 5 PageID: 215 PageID: AO 2458 (Mod. 0/NJ 12/06) Sheet 4a- Probation Defendant: Case Number: ROBERT DEL VECCHIO, SR. 2: 13cr642-1 STANDARD CONDITIONS OF PROBATION Judgment- Page 3 of 5 While the defendant is on probation pursuant to this Judgment: 1) The defendant shall not commit another federal, state, or local crime during the term of supervision. 2) The defendant shall not illegally possess a controlled substance. 3) If convicted of a felony offense, the defendant shall not possess a firearm or destructive device. 4) The defendant shall not leave the judicial district without the permission of the court or probation officer. 5) The defendant shall report to the probation officer in a manner and frequency directed by the Court or probation officer. 6) The defendant shall answer truthfully all inquiries by the probation officer and follow the instructions of the probation officer. 7) The defendant shall support his or her dependents and meet other family responsibilities. 8) The defendant shall work regularly at a lawful occupation unless excused by the probation officer for schooling, training, or other acceptable reasons. 9) The defendant shall notify the probation officer within seventy-two hours of any change in residence or employment. 1 0) The defendant shall refrain from excessive use of alcohol and shall not purchase, possess, use, distribute or administer any narcotic or other controlled substance, or any paraphernalia related to such substances. 11) The defendant shall not frequent places where controlled substances are illegally sold, used, distributed, or administered. 12) The defendant shall not associate with any persons engaged in criminal activity, and shall not associate with any person convicted of a felony unless granted permission to do so by the probation officer. 13) The defendant shall permit a probation officer to visit him or her at any time at home or elsewhere and shall permit confiscation of any contraband observed in plain view by the probation officer. 14) The defendant shall notify the probation officer within seventy-two hours of being arrested or questioned by a law enforcement officer. 15) The defendant shall not enter into any agreement to act as an informer or a special agent of a law enforcement agency without the permission of the court. 16) As directed by the probation officer, the defendant shall notify third parties of risks that may be occasioned by the defendant's criminal record or personal history or characteristics, and shall permit the probation officer to make such notifications and to confirm the defendant's compliance with such notification requirement. (17) You shall cooperate in the collection of DNA as directed by the Probation Officer. (This standard condition would apply when the current offense or a prior federal offense is either a felony, any offense under Chapter 109A of Title 18 (i.e., , any crime of violence [as defined in 18 U.S. C. 16], any attempt or conspiracy to commit the above, an offense under the Uniform Code of Military Justice for which a sentence of confinement of more than one year may be imposed, or any other offense under the Uniform Code that is comparable to a qualifying federal offense); (18) Upon request, you shall provide the U.S. Probation Office with full disclosure of your financial records, including co-mingled income, expenses, assets and liabilities, to include yearly income tax returns. With the exception of the financial accounts reported and noted within the presentence report, you are prohibited from maintaining and/or opening any additional individual and/or joint checking, savings, or other financial accounts, for either personal or business purposes, without the knowledge

228 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 01/14/14 02/16/16 Page 470 of of 5 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06) Sheet 4a- Probation Defendant: Case Number: ROBERT DEL VECCHIO, SR. 2:13cr642-1 Judgment- Page 4 of 5 and approval of the U.S. Probation Office. You shall cooperate with the Probation Officer in the investigation of your financial dealings and shall provide truthful monthly statements of your income. You shall cooperate in the signing of any necessary authorization to release information forms permitting the U.S. Probation Office access to your financial information and records; (19) As directed by the U.S. Probation Office, you shall participate in and complete any educational, vocational, cognitive or any other enrichment program offered by the U.S. Probation Office or any outside agency or establishment while under supervision; (20) You shall not operate any motor vehicle without a valid driver's license issued by the State of New Jersey, or in the state in which you are supervised. You shall comply with all motor vehicle laws and ordinances and must report all motor vehicle infractions (including any court appearances) within 72 hours to the U.S. Probation Office; l ~ro~m~eon~-~u.s~robauonofflce ~ Upon a finding of a violation of probation or supervised release, I understand that the Court may (1) revoke supervision or (2) extend the term of supervision and/or modify the conditions of supervision. These conditions have been read to me. I fully understand the conditions, and have been provided a copy of them. You shall carry out all rules, in addition to the above, as prescribed by the Chief U.S. Probation Officer, or any of his associate Probation Officers. (Signed) Defendant Date U.S. Probation Officer/Designated Witness ~ Date

229 Case 3:12-cv MAS-TJB Case 2:13-cr DMC Document Filed 01/14/14 02/16/16 Page 571 of of 5 PageID: 215 PageID: AO 2458 (Mod. D/NJ 12/06} Sheet 5- Fine Defendant: Case Number: ROBERT DEL VECCHIO, SR. 2:13cr642-1 Judgment- Page 5 of 5 FINE The defendant shall pay a fine of $20, This fine, plus any interest pursuant to 18 U.S.C. 3612(f)(1), is due immediately and shall be paid in full within 30 days of sentencing. If the fine is not paid, the court may sentence the defendant to any sentence which might have been originally imposed. See 18 U.S.C Unless the court has expressly ordered otherwise, if this judgment imposes imprisonment, payment of criminal monetary penalties is due during imprisonment. All criminal monetary penalties, except those payments made through the Federal Bureau of Prisons' Inmate Financial Responsibility Program, are made to the clerk of the court. Payments shall be applied in the following order: (1) assessment, (2) restitution principal, (3) restitution interest, (4) fine principal, (5) community restitution, (6) fine interest, (7) penalties, and (8) costs, including cost of prosecution and court costs.

230 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 72 of 215 PageID: 6457 EXHIBIT 10

231 Case 3:12-cv MAS-TJB Case 2:14-cr FSH Document Filed 05/12/14 02/16/16 Page 1 73 of 9 of PageID: 215 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY UNITED STATES OF AMERICA Criminal No.: v. VINA YA K. JESSANI, Filed: Violation: 15 U.S.C. 1 Defendant. PLEA AGREEMENT The Antitrust Division of the United States Department of Justice and the defendant, VINA YAK. JESSANI ("JESSANI"), hereby enter into the following Plea Agreement ("Agreement") pursuant to Rule l l(c)(l)(b) of the Federal Rules of Criminal Procedure ("Fed. R. Crim. P."). AGREEMENT TO PLEAD GUILTY AND WAIVE CERTAIN RIGHTS 1. JESSANI will waive indictment pursuant to Fed. R. Crim. P. 7(b) and plead guilty in the United States District Court, District of New Jersey, to a one-count Information, in the form attached, in which he is charged with violating 15 U.S.C. 1 in connection with a combination and conspiracy to suppress and eliminate competition for the purchase of municipal tax liens sold at certain auctions within the District of New Jersey, by allocating and submitting I

232 Case 3:12-cv MAS-TJB Case 2:14-cr FSH Document Filed 05/12/14 02/16/16 Page 2 74 of 9 of PageID: 215 PageID: collusive and non-competitive bids for the purchase of said liens, beginning at least as early as 1994 and continuing until as late as February DEFENDANT'S COOPERATION 2. JESSANI will cooperate fully and truthfully with the United States in the prosecution of this case, the conduct of the current federal investigation of violations of federal antitrust and related criminal laws involving the purchase of municipal tax liens in the State of New Jersey, as well as any other federal investigation resulting therefrom, and any litigation or other proceedings arising or resulting from any such investigation to which the United States is a party (collectively referred to herein as "Federal Proceeding"). The ongoing, full, and truthful cooperation of JESSANI shall include, but not be limited to: (a) producing to the United States all non-privileged documents, information, and other materials, wherever located, in the possession, custody, or control of the defendant, requested by the United States in connection with any Federal Proceeding; (b) making himself available for interviews, not at the expense of the United States, at the New York Office of the Antitrust Division, or at other mutually-agreed upon locations, upon the request of attorneys and agents of the United States; (c) bringing to the attention of the United States all crimes which he has committed, and all administrative, civil, and/or criminal proceedings, investigations, or prosecutions in which he, to his knowledge, is or has been a subject, target, party, or witness; (d) responding fully and truthfully to all inquiries of the United States in connection with any Federal Proceeding, without falsely implicating any person or intentionally 2

233 Case 3:12-cv MAS-TJB Case 2:14-cr FSH Document Filed 05/12/14 02/16/16 Page 3 75 of 9 of PageID: 215 PageID: withholding any information, subject to the penalties of making false statements (18 U.S.C. 1001) and obstruction of justice (18 U.S.C. 1503, et seq.); (e) otherwise voluntarily providing to the United States any materials or infonnation, not requested in (a)-(c) of this paragraph, that is related to any Federal Proceeding; (f) when called upon to do so by the United States in connection with any Federal Proceeding, testifying in grand jury, trial, and other judicial proceedings fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. 1623), contempt (18 U.S.C ), and obstruction of justice (18 U.S.C. 1503, et seq.); and (g) committing no further crimes whatsoever. GOVERNMENT'S AGREEMENT 3. Subject to the full, truthful, and continuing cooperation of the defendant, as described in Paragraph 2 of this Agreement and upon the Court's acceptance of the guilty plea called for by this Agreement, the United States will not bring further criminal charges against JESSANI for any act or offense committed prior to the date of this Agreement that was in furtherance of any agreement to rig bids certain public auctions for the sale of tax liens conducted by municipalities within the District of New Jersey. The nonprosecution terms of this paragraph do not apply to civil matters of any kind, to any violation of the federal securities laws, or to any crime of violence. 4. It is understood that this Agreement does not bind any other federal agency or local prosecuting authority or administrative agency other than the Antitrust Division of the United States Department of Justice. However, if requested, the United States will bring the fact, 3

234 Case 3:12-cv MAS-TJB Case 2:14-cr FSH Document Filed 05/12/14 02/16/16 Page 4 76 of 9 of PageID: 215 PageID: manner and extent of the cooperation of JESSANI to the attention of other prosecuting, administrative, and other agencies as a matter for such agencies to consider as appropriate. POSSIBLE MAXIMUM PENALTIES 5. JESSANI understands that the statutory maximum penalty which may be imposed against him upon conviction for a violation of 15 U.S.C. 1 is: (a) a term of imprisonment for ten (10) years (15 U.S.C. 1); (b) a fine in an amount equal to the greatest of (1) $1 million, (2) twice the gross pecuniary gain the conspirators derived from the crime, or (3) twice the gross pecuniary loss caused to the victims of the crime by the conspirators (15 U.S.C. 1and18 U.S.C. 3571(b) and ( d)); and ( c) a term of supervised release of three (3) years following any term of imprisonment. If the defendant violates any condition of supervised release, the defendant could be imprisoned up to two (2) years (18 U.S.C. 3559(a)(3); 18 U.S.C. 3583(b)(2) and (e)(3); and U.S.S.G. 5Dl.2(a)(2)). 6. In addition, JESSANI understands that: (a) pursuant to U.S.S.G. 5El.1 or 18 U.S.C. 3583(d), the Court may impose an order of restitution to the victims of the offense; and (b) pursuant to 18 U.S.C. 3013(a)(2)(A), the Court is required to order the defendant to pay a $ special assessment upon conviction for the charged crime. SENTENCING GUIDELINES 7. JESSANI understands that the United States Sentencing Guidelines ("Sentencing Guidelines") are advisory, not mandatory, but that the Court must consider the Sentencing 4

235 Case 3:12-cv MAS-TJB Case 2:14-cr FSH Document Filed 05/12/14 02/16/16 Page 5 77 of 9 of PageID: 215 PageID: Guidelines, along with the other factors set forth in 18 U.S.C. 3553(a), in determining and imposing a sentence. JESSANI understands that the Sentencing Guidelines determinations will be made by the Court by a preponderance of the evidence standard. JESSANI understands that although the Court is not ultimately bound to impose a sentence within the applicable Sentencing Guidelines range, its sentence must be reasonable based upon considerations of all relevant sentencing factors set forth in 18 U.S.C. 3553(a). SENTENCING AGREE.MENT 8. JESSANI understands that the sentence to be imposed on him is within the sole discretion of the sentencing judge. It is understood that the Sentencing Guidelines are not binding on the Court. JESSANI acknowledges that the entry of his guilty plea to the charged offense authorizes the sentencing court to impose any sentence up to and including the statutory maximum sentence. The United States cannot and does not make any promises or representations as to what sentence JESSANI will receive. JESSANI understands that, as provided in Fed. R. Crim. P. l l(c)(3)(b), if the Court does not impose a sentence consistent with either party's sentencing recommendation, he nevertheless has no right to withdraw his plea of guilty. The United States will inform the Probation Office and the Court of (a) this Agreement; (b) the nature and extent of JESSANI's activities with respect to this case, and all other activities of JESSANI which the United States deems relevant to sentencing; and (c) the timeliness, nature, extent and significance of JESSANI's cooperation with the United States. In so doing, the United States may use any information it deems relevant, including information provided by JESSANI both prior and subsequent to the signing of this Agreement. The United States reserves the right to make any statement to the Court or the Probation Office concerning the 5

236 Case 3:12-cv MAS-TJB Case 2:14-cr FSH Document Filed 05/12/14 02/16/16 Page 6 78 of 9 of PageID: 215 PageID: nature of the offense charged in the attached Information, the participation of JESSANI therein, and any other facts or circumstances that it deems relevant. The United States also reserves the right to comment on or to correct any representation made by or on behalf of JESSANI, and to supply any other information that the Court may require. 9. If the United States determines that JESSANI has provided substantial assistance in any Federal Proceeding, and has otherwise fully complied with all of the terms of this Agreement, it will file a motion, pursuant to U.S.S.G. SKI. I, advising the sentencing judge of all relevant facts pertaining to that determination and requesting the Court to sentence JESSANI in light of the factors set forth in U.S.S.G. SKl.l(a)(l)-(5), and thus impose, in the Court's discretion, a sentence below the applicable Sentencing Guidelines ranges for a term of incarceration and/or a fine. The United States and JESSANI are free to recommend or argue for any specific sentence to the Court. 10. JESSANI understands that this Agreement does not in any way affect or limit the right of the United States to respond to and take positions on post-sentencing motions or requests for information that relate to the reduction or modification of his sentence. 11. JESSANI acknowledges that the decision whether he has provided substantial assistance in any Federal Proceeding is within the sole discretion of the United States. It is understood that should the United States determine that JESSANI has not provided substantial assistance in any Federal Proceeding, such a determination will release the United States from any obligation to file a motion pursuant to U.S.S.G. SK 1.1, but will not entitle JESSANI to withdraw his guilty plea once it has been entered. JESSANI further understands that whether or 6

237 Case 3:12-cv MAS-TJB Case 2:14-cr FSH Document Filed 05/12/14 02/16/16 Page 7 79 of 9 of PageID: 215 PageID: not the United States files its motion pursuant to U.S.S.G. SKI.I, the sentence to be imposed on him remains within the sole discretion of the sentencing judge. 12. The United States and JESSANI agree that pursuant to U.S.S.G. 2Rl.1, the volume of commerce attributable to JESSANI is more than $10,000,000. In light of the availability of civil causes of action, in the United States District Court for the District of New Jersey, which potentially provide for a recovery of a multiple of actual damages, the United States and JESSANI agree that any sentencing recommendation either party may make to the Court will not include an order of restitution for the offense charged in the Information. REPRESENTATION BY COUNSEL 13. JESSANI has reviewed all legal and factual aspects of this case with his attorney and is fully satisfied with his attorney's legal representation. JESSANI has thoroughly reviewed this Agreement with his attorney, and has received satisfactory explanations from his attorney concerning each paragraph of this Agreement and alternatives available to him other than entering into this Agreement. After conferring with his attorney and considering all available alternatives, JESSANI has made a knowing and voluntary decision to enter into this Agreement. VOLUNTARY PLEA 14. JESSANI's decision to enter into this Agreement and to tender a plea of guilty is freely and voluntarily made and is not the result of force, threats, assurances, promises, or representations other than the representations contained in this Agreement. The United States has made no promises or representations to JESSANI as to whether the Court will accept or reject the recommendations contained within this Agreement. 7

238 Case 3:12-cv MAS-TJB Case 2:14-cr FSH Document Filed 05/12/14 02/16/16 Page 8 80 of 9 of PageID: 215 PageID: VIOLATION OF PLEA AGREEMENT 15. JESSANI agrees that, should the United States determine in good faith, during the period that any Federal Proceeding is pending, that he has failed to provide full and truthful cooperation, as described in Paragraph 2 of this Agreement, or has otherwise violated any provision of this Agreement, the United States will notify counsel for the defendant in writing by personal or overnight delivery or facsimile transmission and may also notify counsel by telephone of its intention to void any of its obligations under this Agreement (except its obligations under this paragraph), and JESSANI shall be subject to prosecution for any federal crime of which the United States has knowledge including, but not limited to, the substantive offenses relating to the investigation resulting in this Agreement. JESSANI agrees that, in the event that the United States is released from its obligations under this Agreement and brings criminal charges against him for any offense referred to in Paragraph 1 of this Agreement, the statute oflimitations period for such offense shall be tolled for the period between the date of the signing of this Agreement and six ( 6) months after the date the United States gave notice of its intent to void its obligations under this Agreement. 16. JESSA NI understands and agrees that in any further prosecution of him resulting from the release of the United States from its obligations under this Agreement based on JESSANI's violation of the Agreement, any documents, statements, information, testimony, or evidence provided by him to attorneys or agents of the United States, federal grand juries, or courts, and any leads derived therefrom, may be used against him in any such further prosecution. In addition, JESSANI unconditionally waives his right to challenge the use of such evidence in any such further prosecution, notwithstanding the protections of Fed. R. Evid

239 Case 3:12-cv MAS-TJB Case 2:14-cr FSH Document Filed 05/12/14 02/16/16 Page 9 81 of 9 of PageID: 215 PageID: ENTIRETY OF AGREEMENT 17. This Agreement constitutes the entire agreement between the United States and JESSANI concerning the disposition of the criminal charge contained in this case. This Agreement cannot be modified except in writing, signed by the parties. 18. The undersigned attorneys for the United States have been authorized by the Attorney General of the United States to enter this Agreement on behalf of the United States. Dated: Respectfully submitted, JOHN W. VAN LONKHUYZEN CHARLES V. REILLY KRISTINA N. SRICA Trial Attorneys, Antitrust Division U.S. Department of Justice 26 Federal Plaza, Room 3630 New York, New York (212)

240 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 82 of 215 PageID: 6467 EXHIBIT 11

241 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 11/19/13 02/16/16 Page 183 of 11 of 215 PageID: PageID: RECEIVED NOV AT 8:30 M WILLIAM T WALSH, CLERK UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY UNITED STATES OF AMERICA v. JOSEPH WOLFSON; GREGG GEHRING; JAMES JEFFERS JR.; ROBERT JEFFREY; BETTY SIMON, TRUSTEE LLC; and RICHARD SIMON, TRUSTEE, Criminal No.: 2,' 13 c'r- 7 ;-ff- FSff Filed: Violation: 15 U.S.C. 1 Defendants. INDICTMENT The Grand Jury in and for the District of New Jersey, sitting at Newark, charges that: SHERMAN ACT CONSPIRACY (15 u.s.c. 1) 1. JOSEPH WOLFSON; GREGG GEHRING; JAMES JEFFERS JR.; ROBERT JEFFREY; BETTY SIMON, TRUSTEE LLC; and RICHARD SIMON, TRUSTEE, are herby indicted and made defendants on the charge stated below. RELEVANT PARTIES AND ENTITIES 2. Defendant BETTY SIMON, TRUSTEE LLC is a closely held limited liability corporation existing under the laws ofthe state of New Jersey, with its principal place of business in Northfield, New Jersey. At all times relevant to this Indictment, BETTY SIMON, TRUSTEE LLC purchased municipal tax liens sold at auctions in New Jersey.

242 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 11/19/13 02/16/16 Page 284 of 11 of 215 PageID: PageID: Defendant RICHARD SIMON, TRUSTEE is a partnership existing under the laws ofthe state ofnew Jersey, with its principal place ofbusiness in-northfield, New Jersey. At all times relevant to this Indictment, RICHARD SIMON, TRUSTEE purchased municipal tax liens sold at auctions in New Jersey. 4. Defendant JOSEPH WOLFSON is a resident of Margate, New Jersey. At all times relevant to this Indictment, WOLFSON had an ownership interest in, and was a principal bidder for, both BETTY SIMON, TRUSTEE LLC and RICHARD SIMON, TRUSTEE. WOLFSON attended certain municipal tax lien auctions in New Jersey, where he bid on and purchased tax liens on behalf of both entities. WOLFSON joined and participated in the conspiracy charged herein beginning at least as early as 1998 and continuing until as late as February At all times relevant to this Indictment, Company 1 was a corporation organized under the laws ofthe state ofdelaware, with its principal place ofbusiness in New York, New York. Company 1 purchased municipal tax liens sold at auctions in New Jersey. 6. Defendant GREGG GEHRING is a resident of Newton, New Jersey. At all times relevant to this Indictment, GEHRING was a Vice President of Company 1. GEHRING had responsibility for overseeing the bidders who were authorized to bid on behalf of Company 1 at municipal tax lien auctions in New Jersey. GEHRING also attended certain municipal tax lien auctions in New Jersey, where he bid on and purchased tax liens on behalf of Company 1. GEHRING joined and participated in the conspiracy charged herein beginning at least as early as 2004 and continuing until as late as February Crusader Servicing Corporation ("Crusader") was a corporation organized under the laws of the state of Pennsylvania, with its principal place of business in Jenkintown, 2

243 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 11/19/13 02/16/16 Page 385 of 11 of 215 PageID: PageID: Pennsylvania. At certain times relevant to this Indictment, Crusader purchased municipal tax liens sold at auctions in New Jersey. 8. Company 2 was a corporation organized under the laws of the state of Pennsylvania, with its principal place of business in Jenkintown, Pennsylvania. Company 2 was the successor corporation to Crusader. At certain times relevant to this Indictment, Company 2 purchased municipal tax liens sold at auctions in New Jersey. 9. Defendant JAMES JEFFERS JR. is a resident of Burlington, New Jersey. At all times relevant to this Indictment, JEFFERS JR. was employed as an independent contractor by Crusader or its successor Company 2, and was responsible for managing and overseeing bidders who were authorized to bid on behalf of Crusader and Company 2 at municipal tax lien auctions in New Jersey. JEFFERS JR. also attended certain municipal tax lien auctions in New Jersey, where he bid on and purchased tax liens on behalf of Crusader and Company 2. JEFFERS JR. joined and participated in the conspiracy charged herein beginning at least as early as 1998 and continuing until as late as February Defendant ROBERT JEFFREY is a resident of Bradenton, Florida. At all times relevant to this Indictment, JEFFREY was employed as an independent contractor by Crusader or its successor Company 2, and was responsible for managing and overseeing bidders who were authorized to bid on behalf of Crusader and Company 2 at municipal tax lien auctions in New Jersey. JEFFREY also attended certain municipal tax lien auctions in New Jersey, where he bid on and purchased tax liens on behalf of Crusader and Company 2. JEFFREY joined and participated in the conspiracy charged herein beginning at least as early as 1998 and continuing until as late as February

244 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 11/19/13 02/16/16 Page 486 of 11 of 215 PageID: PageID: Various persons and corporations, including Company 1, Crusader, and Company 2, not made defendants herein, participated as co-conspirators in the offense charged herein and performed acts and made statements in furtherance thereof. 12. Whenever in this Indictment reference is made to any act, deed or transaction of any corporation, the allegation means that the corporation engaged in the act, deed, or transaction by or through its officers, directors, agents, employees, or other representatives while they were actively engaged in the management, direction, control or transaction of its business or affairs. BACKGROUND 13. A municipal tax lien, as used herein, is an encumbrance on real property imposed by a municipality under the laws of the state ofnew Jersey. When the owner (or owners) of real property fails to pay real property taxes, water taxes, sewer taxes, or other taxes, the municipality in which the property is located may attach a lien to the property. If, after a certain waiting period, a lien remains unpaid, the lien may be sold at a public auction. The value of a lien sold at an auction includes the amount of the unpaid taxes on the property, any accrued interest, and any applicable costs or penalties. 14. There are approximately 566 municipalities in New Jersey, all of which impose certain taxes on real property situated within the municipal borders. At least once each year, each municipality may conduct a public auction in order to sell outstanding tax liens the municipality has imposed. 15. Each municipal tax lien sold at an auction in New Jersey has a specific interest rate. The interest rate is set by a competitive, public auction, on a lien-by-lien basis. 16. The statutory maximum interest rate permitted on any tax lien sold in New Jersey is 18 percent. The interest rate may be as low as zero percent. Accordingly, at a municipal tax 4

245 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 11/19/13 02/16/16 Page 587 of 11 of 215 PageID: PageID: lien auction the bidding opens at 18 percent, and the bidders may bid the interest rate down to zero percent. 17. If the interest rate on a given lien reaches zero percent, the bidders may bid on a "premium" they would be willing to pay in order to purchase the tax lien. The "premium" is a whole-dollar amount, and is held in escrow by the municipality until the taxpayer's debt is satisfied and the certificate evidencing ownership of the tax lien is redeemed, at which time the municipality returns the premium to the lien holder. 18. A lien holder has a number of rights with respect to the real property encumbered by a municipal tax lien. The lien holder is entitled to receive the interest payments in their entirety, plus the outstanding principal of the lien. "Subsequent taxes" are unpaid taxes that became due on the property after the imposition of the tax lien sold at auction. A lien holder has the right to pay "subsequent taxes" on the property, and to collect interest from the property owner on any "subsequent taxes" paid by the lien holder. By statute, the interest rate associated with subsequent taxes is automatically 18 percent. A lien holder also has the right, after a twoyear period from the date of the purchase of the tax lien, to foreclose on the property owner's right of redemption ofthe tax lien and take title to the property ifthe taxes owed on the property, accrued interest, or any applicable costs or penalties remain unpaid. 19. The owner of property encumbered by a tax lien is responsible for paying the entire balance of delinquent taxes owed, plus interest, if any, as determined by the auction, in addition to any subsequent taxes and interest. 20. At all times relevant to this Indictment, New Jersey municipal tax lien investors had differing financial resources. Some investors were self-financed individuals bidding in their own name or on behalf of a closely held corporation, partnership or family trust. Other investors 5

246 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 11/19/13 02/16/16 Page 688 of 11 of 215 PageID: PageID: pooled the capital of a number of investors, leveraged that capital through loans or lines of credit, and utilized multiple bidders to purchase liens at auctions throughout New Jersey. 21. Company 1, Crusader and Company 2 each leveraged their investment capital and utilized multiple bidders to purchase liens at auctions throughout New Jersey. Crusader and Company 2 were among the most active investors, in terms of the number of auctions each entity attended and the capital each had available. Company 1 was also an active investor, in terms of the number of auctions attended and available capital, in this market. Defendants BETTY SIMON, TRUSTEE LLC, and RICHARD SIMON, TRUSTEE were also active investors, in terms of the number of auctions attended though within a more limited geographic region than Company 1, Crusader and Company 2, and in terms of available capital. DESCRIPTION OF THE OFFENSE 22. Beginning at least as early as 1998 and continuing until as late as February 2009, the exact dates being unknown to the Grand Jury, in the District ofnew Jersey and elsewhere, the defendants JOSPEH WOLFSON; GREGG GEHRING; JAMES JEFFERS JR.; ROBERT JEFFREY; BETTY SIMON, TRUSTEE LLC; and RICHARD SIMON, TRUSTEE (collectively, "Defendants") and co-conspirators entered into and engaged in a combination and conspiracy to suppress and eliminate competition for the purchase of municipal tax liens sold at certain auctions within the District ofnew Jersey, by allocating and submitting collusive and noncompetitive bids for the purchase of said tax liens. The combination and conspiracy engaged in by the Defendants and co-conspirators was in unreasonable restraint of interstate trade and commerce in violation of Section 1 ofthe Sherman Act (15 U.S.C. 1). 23. The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among the Defendants and co-conspirators, the substantial 6

247 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 11/19/13 02/16/16 Page 789 of 11 of 215 PageID: PageID: terms of which were to allocate, and to rig bids for the purchase of, municipal tax liens sold at certain auctions within the District ofnew Jersey. MEANS AND METHODS OF THE CONSPIRACY 24. For the purpose of forming and carrying out the charged combination and conspiracy, the Defendants and co-conspirators did those things that they combined and conspired to do, including, among other things: (a) prior to the commencement of certain auctions for the sale of municipal tax liens, discussing and agreeing not to compete for the purchase of certain municipal tax liens; (b) allocating the purchase of certain municipal tax liens among the coconspirators, including, from time to time, by flipping a coin, drawing numbers out of a hat, or drawing cards; (c) refraining from bidding on certain municipal tax liens pursuant to agreements reached among the co-conspirators so as to permit the designated winning bidder to purchase certain municipal tax liens at collusive and non-competitive interest rates; and (d) bidding on and purchasing municipal tax liens in accordance with those agreements at collusive and non-competitive interest rates. 25. Pursuant to his managerial role with Company 1, defendant GREGG GEHRING instructed and encouraged certain of Company 1 's bidders under his supervision, directly or indirectly, to attempt to allocate and to allocate liens and rig bids with other co-conspirators, was aware certain bidders did so, and approved such conduct. 7

248 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 11/19/13 02/16/16 Page 890 of 11 of 215 PageID: PageID: Pursuant to his managerial role with Crusader and Company 2, defendant JAMES JEFFERS JR. instructed and encouraged certain of Crusader's and Company 2' s bidders under his supervision, directly or indirectly, to attempt to allocate and to allocate liens and rig bids with other co-conspirators, was aware certain bidders did so, and approved such conduct. 27. Pursuant to his managerial role with Crusader and Company 2, defendant ROBERT JEFFREY instructed and encouraged certain of Crusader's and Company 2's bidders under his supervision, directly or indirectly, to attempt to allocate and to allocate liens and rig bids with other co-conspirators, was aware certain bidders did so, and approved such conduct. 28. Pursuant to his role as a bidder for defendants BETTY SIMON, TRUSTEE LLC and RICHARD SIMON, TRUSTEE, at certain auctions for the sale of municipal tax liens, defendant JOSEPH WOLFSON agreed to and did allocate liens and rig bids with other coconspirators. 29. Pursuant to his role as a bidder for Company 1, at certain auctions for the sale of municipal tax liens, defendant GREGG GEHRING agreed to and did allocate liens and rig bids with other co-conspirators. 30. Pursuant to his role as a bidder for Crusader and Company 2, at certain auctions for the sale of municipal tax liens, defendant JAMES JEFFERS JR. agreed to and did allocate liens and rig bids with other co-conspirators. 31. Pursuant to his role as a bidder for Crusader and Company 2, at certain auctions for the sale of municipal tax liens, defendant ROBERT JEFFREY agreed to and did allocate liens and rig bids with other co-conspirators. 8

249 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed 11/19/13 02/16/16 Page 991 of 11 of 215 PageID: PageID: INTERSTATE TRADE AND COMMERCE 32. During the period covered by this Indictment, monetary funds from outside the state ofnew Jersey were used by one or more of the Defendants and co-conspirators to purchase tax liens at auctions subject to the conspiracy. In addition, certain Defendants and coconspirators residing outside the state ofnew Jersey attended certain auctions within the state of New Jersey, and participated in allocating liens among and rigging bids with the Defendants and co-conspirators. 33. During the period covered by this Indictment, the business activities of the Defendants and their co-conspirators with respect to the sale of municipal tax liens that are the subject ofthis Indictment were within the flow of, and substantially affected, interstate trade and commerce. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 9

250 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed Filed 11/19/13 02/16/16 Page Page 1092 of 11 of 215 PageID: PageID: JURISDICTION AND VENUE 34. The combination and conspiracy charged in this Indictment was carried out, in part, within the District ofnew Jersey within the five years preceding the filing of this Indictment. ALL IN VIOLATION OF TITLE 15, UNITED STATES CODE, SECTION 1. Dated: November J.2_, 2013 A TRUE RTT.T ~ERSON ~&th& L SLIE C. OVERTON Acting Assistant Attorney General /n~~l MARVIN PRICE""' 7 Director of Criminal Enforcement Antitrust Division U.S. Department of Justice Acting Chief, New York Office Trial Attorneys, Antitrust Division U.S. Department of Justice 26 Federal Plaza, Room 3630 New York, N.Y (212)

251 Case 3:12-cv MAS-TJB Case 2:13-cr SDW Document Filed Filed 11/19/13 02/16/16 Page Page 1193 of 11 of 215 PageID: PageID: "7 i.., ' 7 - ~, CASE NUMBER: L I.) -- C r- /-f~'- /-S-tt United States District Court District of New Jersey UNITED STATES OF AMERICA v. JOSEPH WOLFSON; GREGG GEHRING; JAMES JEFFERS JR.; ROBERT JEFFREY; BETTY SIMON, TRUSTEE LLC; RICHARD SIMON, TRUSTEE INDICTMENT FOR A True Bill, 15 u.s.c. 1 Pcreperson PAUL J. FISHMAN UNITED STATES ATTORNEY NEWARK I NEW JERSEY CHARLES V. REILLY ASSISTANT U.S. ATTORNEY USA-48AD 8 (Ed. 1/97)

252 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 94 of 215 PageID: 6479 EXHIBIT 12

253 Case Case 3:12-cv MAS-TJB 2:13-cr SDW Document Filed 09/03/15 02/16/16 Page 195 of 1 of PageID: 215 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY UNITED STATES OF AMERICA : Crim. No (SDW) V. GREG GEHRING : ORDER FOR DISMISSAL Pursuant to Rule 48(a) of the Federal Rules of Criminal Procedure and by leave of Court endorsed hereon, Brent C. Snyder, Deputy Assistant Attorney General of the Antitrust Division of the United States Department of Justice, hereby dismisses the charge contained in the Indictment, Crim. No , against defendant Gregg Gehring, which Indictment was filed on November 19, 2013, charging the defendant with conspiracy to restrain trade in violation of 15 U.S.C. 1, because further prosecution of this charge is not in the interests of the United States at this time. This dismissal is withoutprejue Deputy Assistant Attorney General Antitrust Division Leave of Court is granted for the filing Dated:

254 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 96 of 215 PageID: 6481 EXHIBIT 13

255 Case Case 3:12-cv MAS-TJB 2:13-cr SDW Document Filed 10/02/15 02/16/16 Page 197 of 1 of PageID: 215 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY -x UNITED STATES OF AMERICA : Criminal Action No (SDW) v. JOSEPH WOLFSON; JAMES JEFFERS JR.; ROBERT JEFFREY; BETTY SIMON, TRUSTEE LLC; and RICHARD SIMON, TRUSTEE, : Hon. Susan D. Wigenton, U.S.D.J. Defendants. x VERDICT FORM 1. How do you find defendant JOSEPH WOLFSON with respect to the offense charged (Sherman Act conspiracy in violation of Title 15, United States Code, Section 1)? Guilty Not Guilty V 2. How do you find defendant JAMES JEFFERS JR. with respect to the offense charged (Sherman Act conspiracy in violation of Title 15, United States Code. Section 1)? Guilty Not Guilty 3. How do you find defendant ROBERT JEFFREY with respect to the offense charged (Sherman Act conspiracy in violation of Title 15, United States5ode, Section 1)? Guilty Not Guilty 4. How do you find defendant BETTY SIMON, TRUSTEE LLC with respect to the offense charged (Sherman Act conspiracy in violation of Title 15, United States Code, Section 1)? Guilty Not Guilty 5. How do you find defendant RICHARD SIMON, TRUSTEE with respect to the offense charged (Sherman Act conspiracy in violation of Title 15, United States Code, Section 1)? Guilty Not Guilt DATE - FOREPERSON

256 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 98 of 215 PageID: 6483 EXHIBIT 14

257 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 99 of 215 PageID: 6484

258 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 100 of 215 PageID: 6485

259 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 101 of 215 PageID: 6486

260 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 102 of 215 PageID: 6487 EXHIBIT 15

261 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 103 of 215 PageID: 6488

262 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 104 of 215 PageID: 6489 EXHIBIT 16

263 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 105 of 215 PageID: 6490

264 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 106 of 215 PageID: 6491

265 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 107 of 215 PageID: 6492 EXHIBIT 17

266 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 108 of 215 PageID: 6493 Tom McClurg From: Sent: To: Subject: Jason Zweig Wednesday, September 16, :42 PM JACOBS & BARBONE RE: WOLFSON, OUR FILE 13,666 (CLASS ACTION) Mike, Hope all is well. Just a friendly reminder that your client s settlement payment of $125,000 is due on September 30, Jason Zweig Hagens Berman Sobol Shapiro LLP Direct: (708) From: JACOBS & BARBONE [mailto:jacobsbarbone@comcast.net] Sent: Thursday, May 21, :43 AM To: Jason Zweig Subject: WOLFSON, OUR FILE 13,666 (CLASS ACTION) Jason, Attached is my signed copy of your letter agreement. Very truly yours, Michael F. Myers, Esq. JACOBS & BARBONE 1125 PACIFIC AVENUE ATLANTIC CITY, NJ TELEPHONE: (609) FACSIMILE: (609) THE INFORMATION CONTAINED IN THIS ELECTRONIC MAIL IS ATTORNEY PRIVILEGED AND CONFIDENTIAL INFORMATION INTENDED ONLY FOR THE USE OF THE INTENDED RECIPIENT NAMED ABOVE. IF THE READER OF THIS MESSAGE IS NOT THE INTENDED RECIPIENT OR THE AGENT OF THE RECIPIENT AUTHORIZED TO OPEN IT AND DELIVER IT TO THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY DISSEMINATION, DISTRIBUTION OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED THIS ELECTRONIC MAIL IN ERROR, PLEASE NOTIFY US BY TELEPHONE AND DELETE THE ORIGINAL ELECTRONIC MAIL FROM YOUR SYSTEM. IF YOU HAVE PRINTED OUT THIS ELECTRONIC MAIL AFTER HAVING RECEIVED IT IN ERROR, PLEASE RETURN THE PRINTED VERSION TO US AT THE ABOVE ADDRESS VIA THE U.S. POSTAL SERVICE. 1

267 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 109 of 215 PageID: 6494 EXHIBIT 18

268 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 110 of 215 PageID: 6495

269 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 111 of 215 PageID: 6496 EXHIBIT 19

270 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 112 of 215 PageID: 6497

271 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 113 of 215 PageID: 6498

272 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 114 of 215 PageID: 6499

273 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 115 of 215 PageID: 6500

274 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 116 of 215 PageID: 6501

275 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 117 of 215 PageID: 6502

276 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 118 of 215 PageID: 6503 EXHIBIT 20

277 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 119 of 215 PageID: 6504

278 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 120 of 215 PageID: 6505

279 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 121 of 215 PageID: 6506

280 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 122 of 215 PageID: 6507

281 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 123 of 215 PageID: 6508

282 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 124 of 215 PageID: 6509 EXHIBIT 21

283 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 125 of 215 PageID: 6510

284 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 126 of 215 PageID: 6511 EXHIBIT 22

285 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 127 of 215 PageID: New Jersey Tax Liens 6512 Litigation Fund Activity DEPOSITS Date Name Check No Check Date Amount 3/8/2013 Shepherd Finkelman Miller & Shah, LLP /6/2013 5, /14/2013 Bailey & Glasser LLP /12/2013 5, /14/2013 William Riback, LLC /11/2013 2, /20/2013 The Wolf Law Firm LLC /13/2013 5, /21/2013 Hausfeld LLP wire 10, /2/2013 Hagens Berman Sobol Shapiro LLP /20/ , /2/2013 Mattleman, Weinroth & Miller, PC /15/2013 5, /2/2013 Paris Ackerman & Schmierer LLP /29/2013 5, /10/2013 Starr, Gern, Davison & Rubin P.C /3/2013 5, /23/2013 Cafferty Clobes Meriwether & Sprengel LLP /18/2013 5, /2/2013 Hausfeld LLP wire 2, /5/2013 Williams Cuker Berezofsky, LLC /31/2013 7, /10/2013 Lite DePalma Greenberg, LLC /5/ , /26/2013 Robert Rothman /23/2013 5, /1/2013 Crusader Lien Services /19/2013 5, /8/2013 M.D. Sass Investors Services, Inc /5/2013 5, /19/2014 Walder, Hayden & Brogan, P.A /14/2014 5, /11/2014 William Riback, LLC RETURN OF CONTRIBUTION 107 2, /31/2015 Foundation Servicing LLC /26/2015 5, /9/2015 Robert U. Delvecchio Pension Trust /27/2015 5, TOTAL DEPOSITS: 105, PAYMENTS 9/11/2013 LienSource , /9/2013 U.S. Document Retrieval Services Inc /23/2013 U.S. Document Retrieval Services Inc /30/2013 U.S. Document Retrieval Services Inc /21/2014 LienSource (Inv#12121) , /21/2014 U.S. Document Retrieval Services Inc. (Inv#152324) /10/2014 Heffler, Radetich & Saitta LLP 108 7, /4/2015 US Department of Treasury (Form 1120 SF 2014 EIN# ) /4/2015 US Department of Treasury (Form 1120 SF 2014 EIN# ) /4/2015 US Department of Treasury (Form 1120 SF 2014 EIN# ) 111 1, /4/2015 Heffler, Radetich & Saitta LLP (Invoice#510394) , /11/2015 McCusker Anselmi Rosen & Carvelli (Inv.#212366) 113 1, /5/2015 US Treasury (ID# , Dec. 31, 2014 Form SF) /5/2015 US Treasury (ID# , Dec. 31, 2014 Form SF) /5/2015 US Treasury (ID# , Dec. 31, 2014 Form 1120SF) TOTAL PAYMENTS: 63, BALANCE: 41,868.82

286 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 128 of 215 PageID: 6513 EXHIBIT 23

287 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 129 of 215 PageID: 6514

288 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 130 of 215 PageID: 6515

289 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 131 of 215 PageID: 6516

290 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 132 of 215 PageID: 6517

291 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 133 of 215 PageID: 6518

292 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 134 of 215 PageID: 6519 EXHIBIT 24

293 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 135 of 215 PageID: 6520 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY IN RE NEW JERSEY TAX SALES CERTIFICATES ANTITRUST LITIGATION Master Docket No. 3:12-CV MAS-TJB DECLARATION OF BRUCE D. GREENBERG, ESQUIRE I, BRUCE D. GREENBERG, declare as follows: 1. I am an attorney at law of the State of New Jersey, and a member of the law firm of Lite DePalma Greenberg, LLC, the court appointed interim liaison counsel and settlement counsel for the settlement classes in this case. I make this Declaration based on my personal knowledge. If called as a witness, I could and would competently testify to the matters stated herein. 2. This Declaration pertains to the hours worked by professionals in my firm, and the expenses incurred by this firm, during the period from inception through January 31, The work my firm has done in connection with this case is set forth in the February 16, 2016 Joint Declaration of Settlement Class and Liaison Counsel in Support of (1) Final Approval of Settlements with all Defendants; (2) Settlement Class and Liaison Counsel s Application for Attorneys Fees, Reimbursement of Litigation Expenses, and Incentive Awards to Named Plaintiffs; and (3) the Plan of Allocation being filed concurrently. 4. Attached as Exhibit 1 hereto is a chart setting forth, from inception through the January 31, 2016 time period: (i) the individuals from this firm who have worked on this case; (ii) the dates of admission (attorneys) or years of experience (non-attorneys) for each individual that has worked on this case; (iii) the billable rate charged by each such individual for work performed on this case; (iv) the total number of hours that each individual has worked on this

294 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 136 of 215 PageID: 6521 case; and (v) the total hours and total historic lodestar for the firm. 5. The work was performed by professional staff at my law firm for the benefit of the Plaintiff Class. I have reviewed the lodestar reports attached hereto and can confirm that they are true and correct. All work reported by individuals (attorneys and non-attorneys) on behalf of the Plaintiff Class in this matter was performed on a wholly contingent basis, and, to date, my firm has not been compensated for any work it has performed in this case. My firm has been completely at risk that it would receive no compensation for prosecuting this case against defendants. The rates set forth in Exhibit 1 are the regular, historical hourly rates in effect at the time work was performed. These rates are the usual and customary rates charged by my firm in similar types of actions. Exhibit 1 was prepared from contemporaneous daily time records regularly prepared and maintained by my firm. All work performed by my firm in this case was reasonably necessary to the prosecution of this case. There has been no unnecessary duplication of services for which my firm seeks compensation. 6. Attached as Exhibit 2 is a chart setting forth the expenses incurred by this firm in connection with this litigation from inception through January 31, These costs were incurred on behalf of the Plaintiff Class by my firm on a contingent basis, and have not been reimbursed. To date, my firm has not been reimbursed for any expenses it has incurred in connection with this litigation. These expenses are reflected on the books and records of my firm. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on February 16, /s/ Bruce D. Greenberg Bruce D. Greenberg

295 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 137 of 215 PageID: 6522 EXHIBIT 1 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB LITE DEPALMA GREENBERG, LLC Reported Uncompensated Time Worked on Behalf of Plaintiff Class Inception through January 31, 2016 TIME REPORT NAME TITLE EXPERIENCE TOTAL HOURS ATTORNEYS HOURLY RATE LODESTAR Bruce Greenberg Partner , Bruce Greenberg Partner , Steven Greenfogel Of Counsel , Steven Greenfogel Of Counsel , Jeffrey Shooman Associate , Jeffrey Shooman Associate , NON-ATTORNEYS Eric Henley Paralegal , Amina Lee Paralegal , TOTAL: $641,

296 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 138 of 215 PageID: 6523 EXHIBIT 2 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB LITE DEPALMA GREENBERG, LLC Reported Unreimbursed Expenses Incurred on Behalf of Plaintiff Class Inception through January 31, 2016 EXPENSE REPORT CATEGORY AMOUNT INCURRED Computer Research $1, Court Fees (filing, etc.) $ Experts/Consultants $0 Federal Express $80.55 Litigation Fund Contributions $10, Messenger Delivery $0 Photocopies In House $30.12 Photocopies Outside $0 Postage $92.15 Service of Process $0 Telephone/Telecopier $11.50 Transcripts (Hearing, Deposition, etc.) $ Travel (Airfare, Ground Travel, Meals, Lodging, etc.) $ TOTAL: $13,

297 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 139 of 215 PageID: 6524 EXHIBIT 25

298 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 140 of 215 PageID: 6525 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY IN RE NEW JERSEY TAX SALES CERTIFICATES ANTITRUST LITIGATION Master Docket No. 3:12-CV MAS-TJB DECLARATION OF ERIC B. SNYDER, ESQUIRE I, Eric B. Snyder, declare as follows: 1. I am a member of the law firm of Bailey & Glasser, LLP. I make this Declaration based on my personal knowledge. If called as a witness, I could and would competently testify to the matters stated herein. 2. This Declaration pertains to the hours worked by professionals in my firm, and the expenses incurred by this firm, during the period from inception through January 31, My firm has submitted to Interim Co-Lead Counsel in this case (i) monthly reports setting forth the hours which this firm (by individual) has devoted to work on this case for the foregoing period of time, and (ii) monthly reports setting forth the expenses incurred in connection with this firm's work on the case during that same period. These monthly reports are based upon records of time and expenses regularly maintained by my firm in the normal course of conducting its business. 3. At the direction of Interim Co-Lead Counsel, my firm has performed the following tasks in this litigation: Assisted with revisions and filing ofbrief(s) and/or motion(s); Attended status conferences and telephonic hearings; Corresponded with clients to complete questionnaires; Case research, such as affirmative defense pleading standards and Anti-Trust laws

299 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 141 of 215 PageID: 6526 in New Jersey and Clayton Act violations; and Review of electronic filings throughout duration of matter. 4. Attached as Exhibit 1 hereto is a chart setting forth, from inception through the January 31, 2016 time period: (i) the individuals from this firm who have worked on this case; (ii) the dates of admission (attorneys) or years of experience (non-attorneys) for each individual that has worked on this case; (iii) the billable rate charged by each such individual for work performed on this case; (iv) the total number of hours that each individual has worked on this case; and (v) the total hours and total historic lodestar for the firm. 5. The lodestar amount reflected in the reports attached hereto is for work performed by my firm prior to the appointment of Interim Co-Lead Class Counsel or, following the appointment of Interim Co-Lead Class Counsel, assigned by Interim Co-Lead Class Counsel. The work was performed by professional staff at my law firm for the benefit of the Plaintiff Class. I have reviewed the lodestar reports attached hereto and can confirm that they are true and correct. All work reported by individuals (attorneys and non-attorneys) on behalf of the Plaintiff Class in this matter was performed on a wholly contingent basis, and, to date, my firm has not been compensated for any work it has performed in this case. The rates set forth in Exhibit 1 are the regular, historical hourly rates in effect at the time work was performed. These rates are the usual and customary rates charged by my firm in similar types of actions. 6. Attached as Exhibit 2 is a chart setting forth the expenses incurred by this firm in connection with this litigation from inception through January 31, These costs were incurred on behalf of the Plaintiff Class by my firm on a contingent basis, and have not been reimbursed. To date, my firm has not been reimbursed for any expenses it has incurred in connection with this litigation. 2

300 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 142 of 215 PageID: 6527 I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on February 8,

301 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 143 of 215 PageID: 6528 EXHIBIT 1 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB Bailey & Glasser, LLP Reported Uncompensated Time Worked on Behalf of Plaintiff Class Inception through January 3 1, 2016 TIME REPORT NAME TITLE EXPERIENCE TOTAL HOURLY HOURS RATE ATTORNEYS John W. Barrett Partner Date of Admission: 0.25 $ Jan. 14, 1997 Eric B. Snyder Partner Date of Admission: $ Sept. 24, 2002 Patricia M. Kipnis Partner Date of Admission: $ Nov. 25, 2003 Katherine E. Charonko Associate Date of Admission: $ Oct. 19, 2011 LODESTAR $ $16, $8, $45, NON-ATTORNEYS Jennifer N. Rice Paralegal 6 years $ Whitney A. Johnson Paralegal 1.5 years 1.5 $ $4, $ TOTAL: $76,036.50

302 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 144 of 215 PageID: 6529 EXHIBIT2 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB Bailey & Glasser, LLP Reported Unreimbursed Expenses Incurred on Behalf of Plaintiff Class Inception through January 31, 2016 EXPENSE REPORT AMOUNT CATEGORY INCURRED Computer Research $ Court Fees (filing, etc.) $33.40 Experts/Consultants 0 Federal Express $ Litigation Fund Contributions $5, Messenger Delivery 0 Photocopies - In House $ Photocopies - Outside 0 Postage 0 Service of Process $1, Telephone/Telecopier $6.05 Transcripts (Hearing, Deposition, etc.) 0 Travel (Airfare, Ground Travel, Meals, Lodging, etc.) $34.41 TOTAL: $7,566.50

303 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 145 of 215 PageID: 6530 EXHIBIT 26

304 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 146 of 215 PageID: 6531

305 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 147 of 215 PageID: 6532

306 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 148 of 215 PageID: 6533

307 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 149 of 215 PageID: 6534

308 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 150 of 215 PageID: 6535

309 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 151 of 215 PageID: 6536 EXHIBIT 27

310 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 152 of 215 PageID: 6537

311 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 153 of 215 PageID: 6538

312 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 154 of 215 PageID: 6539

313 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 155 of 215 PageID: 6540

314 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 156 of 215 PageID: 6541 EXHIBIT 28

315 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 157 of 215 PageID: 6542

316 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 158 of 215 PageID: 6543

317 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 159 of 215 PageID: 6544

318 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 160 of 215 PageID: 6545

319 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 161 of 215 PageID: 6546

320 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 162 of 215 PageID: 6547 EXHIBIT 29

321 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 163 of 215 PageID: 6548

322 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 164 of 215 PageID: 6549

323 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 165 of 215 PageID: 6550

324 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 166 of 215 PageID: 6551

325 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 167 of 215 PageID: 6552 EXHIBIT 30

326 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 168 of 215 PageID: 6553

327 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 169 of 215 PageID: 6554

328 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 170 of 215 PageID: 6555

329 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 171 of 215 PageID: 6556

330 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 172 of 215 PageID: 6557

331 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 173 of 215 PageID: 6558 EXHIBIT 31

332 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 174 of 215 PageID: 6559 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY IN RE NEW JERSEY TAX SALES CERTIFICATES ANTITRUST LITIGATION Master Docket No. 3:12-CV MAS-TJB DECLARATION OF JOHN N. POULOS, ESQUIRE I, John N. Poulos, declare as follows: 1. I am a member of the law firm of Poulos LoPiccolo PC. I make this Declaration based on my personal knowledge. If called as a witness, I could and would competently testify to the matters stated herein. 2. This Declaration pertains to the hours worked by professionals in my firm, and the expenses incurred by this firm, during the period from inception through January 31, My firm has submitted to Interim Co-Lead Counsel in this case (i) monthly reports setting forth the hours which this firm (by individual) has devoted to work on this case for the foregoing period of time, and (ii) monthly reports setting forth the expenses incurred in connection with this firm s work on the case during that same period. These monthly reports are based upon records of time and expenses regularly maintained by my firm in the normal course of conducting its business. 3. At the direction of Interim Co-Lead Counsel, my firm has performed the following tasks in this litigation: Investigated and researched client claims and drafted complaint; Reviewed motion to dismiss, conducted research regarding certain issues and drafted and revised opposition to certain sections of Defendants motion to dismiss;

333 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 175 of 215 PageID: 6560 Reviewed opposition to motion to dismiss second amended complaint and conducted research regarding certain issues, drafted and revised certain opposition sections to same; Participated in numerous s with Interim Co-Lead counsel. 4. Attached as Exhibit 1 hereto is a chart setting forth, from inception through the January 31, 2016 time period: (i) the individuals from this firm who have worked on this case; (ii) the dates of admission (attorneys) or years of experience (non-attorneys) for each individual that has worked on this case; (iii) the billable rate charged by each such individual for work performed on this case; (iv) the total number of hours that each individual has worked on this case; and (v) the total hours and total historic lodestar for the firm. 5. The lodestar amount reflected in the reports attached hereto is for work performed by my firm prior to the appointment of Interim Co-Lead Class Counsel or, following the appointment of Interim Co-Lead Class Counsel, assigned by Interim Co-Lead Class Counsel. The work was performed by professional staff at my law firm for the benefit of the Plaintiff Class. I have reviewed the lodestar reports attached hereto and can confirm that they are true and correct. All work reported by individuals (attorneys and non-attorneys) on behalf of the Plaintiff Class in this matter was performed on a wholly contingent basis, and, to date, my firm has not been compensated for any work it has performed in this case. The rates set forth in Exhibit 1 are the regular, historical hourly rates in effect at the time work was performed. These rates are the usual and customary rates charged by my firm in similar types of actions. 6. Attached as Exhibit 2 is a chart setting forth the expenses incurred by this firm in connection with this litigation from inception through January 31, These costs were incurred on behalf of the Plaintiff Class by my firm on a contingent basis, and have not been 2

334 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 176 of 215 PageID: 6561 reimbursed. To date, my firm has not been reimbursed for any expenses it has incurred in connection with this litigation. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on February 2, 2016 /s/john N. Poulos John N. Poulos 3

335 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 177 of 215 PageID: 6562 EXHIBIT 1 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB POULOS LoPICCOLO PC Reported Uncompensated Time Worked on Behalf of Plaintiff Class Inception through January 31, 2016 TIME REPORT NAME TITLE EXPERIENCE TOTAL HOURS ATTORNEYS John N. Poulos Shareholder Partner (practicing attorney 15 years) Joseph LoPiccolo Shareholder Partner (practicing attorney 12 years) HOURLY RATE LODESTAR , , NON-ATTORNEYS TOTAL: 64.2 $41,730.00

336 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 178 of 215 PageID: 6563 EXHIBIT 2 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB POULOS LoPICCOLO PC Reported Unreimbursed Expenses Incurred on Behalf of Plaintiff Class Inception through January 31, 2016 EXPENSE REPORT AMOUNT CATEGORY INCURRED Computer Research Court Fees (filing, etc.) Experts/Consultants Federal Express Litigation Fund Contributions Messenger Delivery Photocopies In House Photocopies Outside Postage Service of Process Telephone/Telecopier Transcripts (Hearing, Deposition, etc.) Travel (Airfare, Ground Travel, Meals, Lodging, etc.) TOTAL: $488.10

337 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 179 of 215 PageID: 6564 EXHIBIT 32

338 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 180 of 215 PageID: 6565 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY IN RE NEW JERSEY TAX SALES CERTIFICATES ANTITRUST LITIGATION Master Docket No. 3:12-CV MAS-TJB DECLARATION OF JONATHAN J. LERNER, ESQUIRE I, Jonathan J. Lerner, declare as follows: 1. I am a member of the law firm of Starr, Gern, Davison & Rubin, P.C., 105 Eisenhower Parkway Roseland, NJ I make this Declaration based on my personal knowledge. If called as a witness, I could and would competently testify to the matters stated herein. 2. This Declaration pertains to the hours worked by professionals in my firm, and the expenses incurred by this firm, during the period from inception through January 31, My firm has submitted to Interim Co-Lead Counsel in this case (i) monthly reports setting forth the hours which this firm (by individual) has devoted to work on this case for the foregoing period of time, and (ii) monthly reports setting forth the expenses incurred in connection with this firm s work on the case during that same period. These monthly reports are based upon records of time and expenses regularly maintained by my firm in the normal course of conducting its business. 3. At the direction of Interim Co-Lead Counsel, my firm has performed the following tasks in this litigation: Review and assist co-lead counsel in connection with preparation of pleadings; numerous communications with co-lead counsel regarding the litigation, including s, correspondence and telephone conferences; assist co-lead counsel in preparation of motion papers and legal

339 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 181 of 215 PageID: 6566 briefs, including but not limited to extensive legal research and drafting of brief points in connection with opposition to defendants' motions to dismiss and for stay of the action. 4. Attached as Exhibit 1 hereto is a chart setting forth, from inception through the January 31, 2016 time period: (i) the individuals from this firm who have worked on this case; (ii) the dates of admission (attorneys) or years of experience (non-attorneys) for each individual that has worked on this case; (iii) the billable rate charged by each such individual for work performed on this case; (iv) the total number of hours that each individual has worked on this case; and (v) the total hours and total historic lodestar for the firm. 5. The lodestar amount reflected in the reports attached hereto is for work performed by my firm prior to the appointment of Interim Co-Lead Class Counsel or, following the appointment of Interim Co-Lead Class Counsel, assigned by Interim Co-Lead Class Counsel. The work was performed by professional staff at my law firm for the benefit of the Plaintiff Class. I have reviewed the lodestar reports attached hereto and can confirm that they are true and correct. All work reported by individuals (attorneys and non-attorneys) on behalf of the Plaintiff Class in this matter was performed on a wholly contingent basis, and, to date, my firm has not been compensated for any work it has performed in this case. The rates set forth in Exhibit 1 are the regular, historical hourly rates in effect at the time work was performed. These rates are the usual and customary rates charged by my firm in similar types of actions. 6. Attached as Exhibit 2 is a chart setting forth the expenses incurred by this firm in connection with this litigation from inception through January 31, These costs were incurred on behalf of the Plaintiff Class by my firm on a contingent basis, and have not been reimbursed. To date, my firm has not been reimbursed for any expenses it has incurred in connection with this litigation. 2

340 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 182 of 215 PageID: 6567 I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on February 4, 2016 at Roseland, New Jersey. /s/ Jonathan J. Lerner, Esq. 3

341 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 183 of 215 PageID: 6568 EXHIBIT 1 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB STARR, GERN, DAVISON & RUBIN, P.C. Reported Uncompensated Time Worked on Behalf of Plaintiff Class Inception through January 31, 2016 TIME REPORT NAME TITLE EXPERIENCE TOTAL HOURS ATTORNEYS HOURLY RATE LODESTAR Amos Gern Partner 11/30/ $ Jonathan J. Lerner Partner 06/07/ $14, Lisa B. Geraghty Associate 12/22/ $22, Mark A. Fantin Associate 12/07/ $ 7, N/A NON-ATTORNEYS TOTAL: $44,997.50

342 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 184 of 215 PageID: 6569 EXHIBIT 2 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB STARR, GERN, DAVISON & RUBIN, P.C. Reported Unreimbursed Expenses Incurred on Behalf of Plaintiff Class Inception through January 31, 2016 EXPENSE REPORT Computer Research Court Fees (filing, etc.) Experts/Consultants CATEGORY AMOUNT INCURRED Federal Express Litigation Fund Contributions 5, Messenger Delivery Photocopies In House Photocopies Outside Postage Service of Process Telephone/Telecopier Transcripts (Hearing, Deposition, etc.) Travel (Airfare, Ground Travel, Meals, Lodging, etc.) TOTAL: $5,016.00

343 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 185 of 215 PageID: 6570 EXHIBIT 33

344 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 186 of 215 PageID: 6571

345 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 187 of 215 PageID: 6572

346 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 188 of 215 PageID: 6573

347 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 189 of 215 PageID: 6574

348 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 190 of 215 PageID: 6575

349 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 191 of 215 PageID: 6576 EXHIBIT 34

350 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 192 of 215 PageID: 6577 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY IN RE NEW JERSEY TAX SALES CERTIFICATES ANTITRUST LITIGATION Master Docket No. 3:12-CV MAS-TJB DECLARATION OF MICHAEL R PERLE, ESQUIRE I, MICHAEL R PERLE, declare as follows: 1. I am a member of the law firm of MICHAEL PERLE, LLC. I make this Declaration based on my personal knowledge. If called as a witness, I could and would competently testify to the matters stated herein. 2. This Declaration pertains to the hours worked by professionals in my firm, and the expenses incurred by this firm, during the period from inception through January 31, My firm has submitted to Interim Co-Lead Counsel in this case (i) monthly reports setting forth the hours which this firm (by individual) has devoted to work on this case for the foregoing period of time, and (ii) monthly reports setting forth the expenses incurred in connection with this firm's work on the case during that same period. These monthly reports are based upon records of time and expenses regularly maintained by my firm in the normal course of conducting its business. 3. At the direction of Interim Co-Lead Counsel, my firm has performed the following tasks in thislitigation: a. Conceiving, researching and originating the case (Boyer v. Stein); b. Identifying and interviewing potential class representatives c. Identifying and interviewing potential cooperating witnesses; d. Identifying potential responsible parties/defendants; d. Negotiating memoranda of understimding with potentially responsible parties; e. Facilitating settlement discussions

351 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 193 of 215 PageID: 6578 f. Consultation with Lead Counsel re strategy, legal theories, and NJ Tax Lien law; g. Drafting ofpleadings h. Drafting of motion responses 1. Facilitating settlement discussions J. Primary liaison with class members 4. Attached as Exhibit 1 hereto is a chart setting forth, from inception through the January 31,2016 time period: (i) the individuals from this firm who have worked on this case; (ii) the dates of admission (attorneys) or years of experience (non-attorneys) for each individual that has worked on this case; (iii) the billable rate charged by each such individual for work performed on this case; (iv) the total number of hours that each individual has worked on this case; and (v) the total hours and total historic lodestar for the firm. 5. The lodestar amount reflected in the reports attached hereto is for work performed by my firm prior to the appointment of Interim Co-Lead Class Counsel or, following the appointment of Interim Co-Lead Class Counsel, assigned by Interim Co-Lead Class Counsel. The work was performed by professional staff at my law firm for the benefit of the Plaintiff Class. I have reviewed the lodestar reports attached hereto and can confirm that they are true and correct. All work reported by individuals (attorneys and non-attorneys) on behalf of the Plaintiff Class in this matter was performed on a wholly contingent basis, and, to date, my firm has not been compensated for any work it has performed in this case. The rates set forth in Exhibit 1 are the regular, historical hourly rates in effect at the time work was performed. These rates are the usual and customary rates charged by my firm in similar types of actions. 6. Attached as Exhibit 2 is a chart setting forth the expenses incurred by this firm in connection with this litigation from inception through January 31, These costs were incurred on behalf of the Plaintiff Class by my firm on a contingent basis, and have not been 2

352 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 194 of 215 PageID: 6579 reimbursed. To date, my firm has not been reimbursed for any expenses it has incurred in connection with this litigation. 7. I declare under penalty<of perjury under the laws of the United States of America that the foregoing is true and correct. Jl;xecuted on Februaryj},2016 atnew Y 3

353 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 195 of 215 PageID: 6580 EXHIBIT 1 In re: New Jersey TaxSales Certificates Antitrust Litigation, Civil Case No.3: 12-CV MAS TJB MICHAEL PERLE, LLC Reported Uncompensated Time Worked on Behalf of Plaintiff Class Inception through January 31,2016 TIME REPORT I NAME TITLE EXPERIENCE I TIME PERIOD HOURS HOURLY RATE LODESTAR i I MICHAEL R.PERLE Principal ATTORNEYS I Admitted NJ 1967 NY 1980 i I(Historical) i I I 3/2112 to 12/ /13 12/ / / I I 12.4! i i TOTALS I

354 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 196 of 215 PageID: 6581 EXIDBIT2 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No.3: 12-CV MAS-TJB NUCHAELPERLE,LLC Reported Unreimbursed Expenses Incurred on Behalf ofplaintiff Class Inception through January 31,2016 EXPENSE REPORT CATEGORY AMOUNT INCURRED Computer Research Court Fees (filing, etc.) I Experts/Consultants Federal Express 10.40! Litigation Fund Contributions Messenger Delivery Photocopies - In House Photocopies Outside! Postage Service ofprocess Telephone/Telecopier. Transcripts (Hearing, Deposition, etc.) !. Travel (Airfare, Ground Travel, Meals, Lodging, etc.) TOTAL: !

355 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 197 of 215 PageID: 6582 EXHIBIT 35

356 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 198 of 215 PageID: 6583 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY IN RE NEW JERSEY TAX SALES CERTIFICATES ANTITRUST LITIGATION Master Docket No. 3:12-CV MAS-TJB DECLARATION OF NATALIE FINKELMAN BENNETT, ESQUIRE I, Natalie Finkelman Bennett, declare as follows: 1. I am a member of the law firm of Shepherd, Finkelman, Miller & Shah, LLP. I make this Declaration based on my personal knowledge. If called as a witness, I could and would competently testify to the matters stated herein. 2. This Declaration pertains to the hours worked by professionals in my firm, and the expenses incurred by this firm, during the period from inception through January 31, My firm has submitted to Interim Co-Lead Counsel in this case (i) monthly reports setting forth the hours which this firm (by individual) has devoted to work on this case for the foregoing period of time, and (ii) monthly reports setting forth the expenses incurred in connection with this firm s work on the case during that same period. These monthly reports are based upon records of time and expenses regularly maintained by my firm in the normal course of conducting its business. 3. At the direction of Interim Co-Lead Counsel, my firm has performed the following tasks in this litigation: research legal and factual claims; ongoing communications with clients regarding case status and filings; draft complaint and review consolidated complaints; communications with co-lead counsel, research and draft arguments regarding, inter alia, statute of limitations, in opposition to motion to dismiss; research Crusader litigation in Montgomery County Court of Common Pleas; draft preliminary approval motion and

357 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 199 of 215 PageID: 6584 memorandum of law for four settlements with Defendants Norman T. Remick, American Tax Funding, LLC, Robert W. Stein and Lambros Xethalis, including draft of long and short notice and claim forms. 4. Attached as Exhibit 1 hereto is a chart setting forth, from inception through the January 31, 2016 time period: (i) the individuals from this firm who have worked on this case; (ii) the dates of admission (attorneys) or years of experience (non-attorneys) for each individual that has worked on this case; (iii) the billable rate charged by each such individual for work performed on this case; (iv) the total number of hours that each individual has worked on this case; and (v) the total hours and total historic lodestar for the firm. 5. The lodestar amount reflected in the reports attached hereto is for work performed by my firm prior to the appointment of Interim Co-Lead Class Counsel, or, following the appointment of Interim Co-Lead Class Counsel, assigned by Interim Co-Lead Class Counsel. The work was performed by professional staff at my law firm for the benefit of the Plaintiff Class. I have reviewed the lodestar reports attached hereto and can confirm that they are true and correct. All work reported by individuals (attorneys and non-attorneys) on behalf of the Plaintiff Class in this matter was performed on a wholly contingent basis, and, to date, my firm has not been compensated for any work it has performed in this case. The rates set forth in Exhibit 1 are the regular, historical hourly rates in effect at the time work was performed. These rates are the usual and customary rates charged by my firm in similar types of actions. 6. Attached as Exhibit 2 is a chart setting forth the expenses incurred by this firm in connection with this litigation from inception through January 31, These costs were incurred on behalf of the Plaintiff Class by my firm on a contingent basis, and have not been reimbursed. To date, my firm has not been reimbursed for any expenses it has incurred in 2

358 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 200 of 215 PageID: 6585 connection with this litigation. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on February 5, 2016 at Media, Pennsylvania. /s/natalie Finkelman Bennett 3

359 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 201 of 215 PageID: 6586 EXHIBIT 1 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB SHEPHERD, FINKELMAN, MILLER & SHAH, LLP Reported Uncompensated Time Worked on Behalf of Plaintiff Class Inception through January 31, 2016 TIME REPORT NAME TITLE EXPERIENCE TOTAL HOURS ATTORNEYS HOURLY RATE LODESTAR (HISTORICAL0 Natalie Partner $650 $64,350 Finkelman Bennett Natalie Partner $700 $31,290 Finkelman Bennett Natalie Partner $725 $ Finkelman Bennett Karen Leser Associate $475 $95.00 Grenon Rose Luzon Associate $475 $13,680 James E. Miller Partner $725 $ James C. Shah Partner $700 $10,360 Kolin Tang Associate $325 $10, Kolin Tang Associate $400 $6,280 Nathan Zipperian Partner $575 $ Nathan Zipperian Partner $600 $ NON-ATTORNEYS Betsy Ferling- Paralegal $185 $ Hitriz Christine Mon Paralegal $185 $ Sue Moss Paralegal $185 $5, Chiharu Sekino Law Clerk $185 $3, TOTAL: $147,830.50

360 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 202 of 215 PageID: 6587 EXHIBIT 2 In re: New Jersey Tax Sales Certificates Antitrust Litigation, Civil Case No. 3:12-CV MAS-TJB SHEPHERD, FINKELMAN, MILLER & SHAH, LLP Reported Unreimbursed Expenses Incurred on Behalf of Plaintiff Class Inception through January 31, 2016 EXPENSE REPORT AMOUNT CATEGORY INCURRED Computer Research $38.66 Court Fees (filing, etc.) $1, Experts/Consultants $ Federal Express Litigation Fund Contributions Messenger Delivery Photocopies In House $ Photocopies Outside Postage $25.81 Service of Process Telephone/Telecopier Transcripts (Hearing, Deposition, etc.) Travel (Airfare, Ground Travel, Meals, Lodging, etc.) TOTAL: $2,595.97

361 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 203 of 215 PageID: 6588 EXHIBIT 36

362 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 204 of 215 PageID: 6589

363 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 205 of 215 PageID: 6590

364 Case 3:12-cv MAS-TJB Document Filed 02/16/16 Page 206 of 215 PageID: 6591