Case 2:16-cv PD Document Filed 07/25/18 Page 1 of 6 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA

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1 Case 2:16-cv PD Document Filed 07/25/18 Page 1 of 6 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA GREG PFEIFER and ANDREW DORLEY, Plaintiffs, -vs.- Case No PD WAWA, INC., RETIREMENT PLANS COMMITTEE OF WAWA, INC., JARED G. CULOTTA, MICHAEL J. ECKHARDT, JAMES MOREY, CATHERINE PULOS, HOWARD B. STOECKEL, DOROTHY SWARTZ, RICHARD D. WOOD, JR. and KEVIN WIGGINS. and Defendants, WAWA, INC. EMPLOYEE STOCK OWNERSHIP PLAN. Nominal Defendant. DECLARATION OF R. JOSEPH BARTON IN SUPPORT OF PLAINTIFFS MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT I, R. Joseph Barton, declare under the penalty of perjury of the laws of the United States as follows: 1. I am a partner at the law firm of Block & Leviton LLP and was formerly a partner at Cohen Milstein Sellers & Toll, PLLC. I am co-counsel for Plaintiffs in the above-referenced matter. I am an active member of the Bars of the State of California and the District of Columbia and have been admitted to practice in this Court, pro hac vice. I am the partner in charge of overseeing this litigation at Block & Leviton. 1

2 Case 2:16-cv PD Document Filed 07/25/18 Page 2 of 6 Litigation History 2. On September 15, 2016, the Parties engaged in an all-day mediation session with Michael Young, Esq. of JAMS in New York City. The Parties agreed to use Mr. Young as a mediator in this case because of Mr. Young s experience in mediating prior ESOP class actions as well as other complex litigation. 3. As Defendants motion to dismiss had been fully briefed prior to the September 15, 2016 mediation, Plaintiffs counsel had a thorough understanding of Defendants arguments and defenses. Although the mediation session was not successful, it provided the Parties a framework for later settlement negotiations. 4. Between the unsuccessful mediation on September 15, 2016 and the next mediation on May 8, 2017, Plaintiffs counsel completed discovery related to issues on class certification and obtained documents and testimony from Defendants on the merits to the extent that it overlapped with class certification. During the course of discovery on class certification, Plaintiffs counsel issued written discovery requests on Defendants including requests for production of documents, interrogatories, and requests for admission. Plaintiffs counsel reviewed over three thousand pages of documents produced by Defendants, defended the depositions of Plaintiffs Greg Pfeifer, Andrew Dorley, and Michael DiLoreto, and took the Rule 30(b)(6) depositions of Wawa, Inc. through five separate witnesses designated as the company s representatives. 5. Plaintiffs counsel issued subpoenas for and obtained extensive documents from Defendants financial and legal advisors on merits-related issues about the 2015 amendment to the Wawa, Inc. Employee Stock Ownership Plan and the valuation of Wawa stock. 6. After the Court s October 6, 2016 ruling on Defendants motion to dismiss and 2

3 Case 2:16-cv PD Document Filed 07/25/18 Page 3 of 6 the Court s January 11, 2017 ruling on Defendants motion for reconsideration, the Parties agreed to conduct another mediation session with Mr. Young on May 8, Before the May 8, 2017 mediation, Plaintiffs counsel requested and Defendants agreed to produce additional documents and data related to the merits and individual class data that enabled assessment of the proposed Class s potential recovery. In order to assess the potential value of the claims, Plaintiffs counsel hired two different experts one to assess the losses if Plaintiffs claims as to their right to continue to hold Wawa stock in their ESOP accounts succeeded, and a valuation expert to opine as to the correct fair market value that Wawa should have paid to the Class for Wawa stock liquidated in September Prior to the May 8, 2017 mediation, the Parties exchanged expert reports regarding the amount of potential monetary relief. 8. The Parties made substantial progress at the May 2017 mediation session. During the next few months, I understand from Defendants counsel that there were several subsequent mediations between Defendants and their insurers. The Parties ultimately reached agreement on the terms of the Settlement. On November 1, 2017, the Parties signed the Agreement in Principle. On December 29, 2017, the Parties executed the Settlement Agreement. 9. Consistent with the terms of the Settlement, I understand from Defendants counsel that they hired Nicholas L. Saakvitne as Independent Fiduciary. Prior to Mr. Saakvitne issuing his report, Dan Feinberg and I had a discussion with Mr. Saakvitne for approximately half an hour to discuss the reasons for the settlement and to answer questions that he had about the claims and the settlement. On June 18, 2018, I received from Defendants a copy of the June 18, 2018 Report of Independent Fiduciary, a true and correct copy of which is attached as Exhibit A. 3

4 Case 2:16-cv PD Document Filed 07/25/18 Page 4 of After the Court granted class certification and preliminary approval (see Dkt. No. 120), Class Counsel specifically, Dan Feinberg and I, along with a paralegal from my firm held a town hall meeting in Swarthmore, Pennsylvania on Sunday, June 10, The town hall meeting lasted over two hours and addressed questions or concerns about the Settlement after notice of the Class Action Settlement was sent out to Class Members. Class Members had the option to attend the meeting in person, participate via streaming video conference, or later watch the recorded meeting. Class Counsel outlined the terms and issues about the settlement for approximately 45 minutes, after which Class Members who attended in person or via the internet were able to and did ask questions about the Settlement. At the end of the town hall meeting, the Class Members generally expressed positive reaction to the Settlement. 11. In addition to questions at the town hall meeting, Class Counsel has also responded to a number of other inquiries by Class Members by telephone or by . One of the persons who submitted questions was class member Brad C. Wall, who has now filed an objection to the Settlement. 12. Mr. Wall initially made an inquiry about and expressed dissatisfaction with the amount of the Settlement in an . Class Counsel encouraged Mr. Wall to attend the town hall meeting, as he lives nearby. After Mr. Wall advised me that he had been unable to attend the town hall meeting because he was vacationing in Europe, I invited him to have a discussion by telephone when he returned. Prior to Mr. Wall filing the objection, I had a telephone conversation with him for at least a half an hour, in which I explained to him the risks associated with class certification, the merits of the case, and loss calculations. 13. In his objection, Mr. Wall complains of not having any notification about the lawsuit prior to May All three firms appointed as Class Counsel have designated a page on 4

5 Case 2:16-cv PD Document Filed 07/25/18 Page 5 of 6 their firm websites about this lawsuit since shortly after the inception of the lawsuit. As I was a partner at Cohen Milstein Sellers & Toll PLLC at the time that the lawsuit was filed, a website page describing this lawsuit was posted on Cohen Milstein s website shortly after February 1, 2016, and remained on its website at least until I left to join Block & Leviton LLP in January After I joined Block & Leviton in January 2017, a webpage describing this case was posted on the Block & Leviton website. As I was responsible for the content for both the Cohen Milstein and Block & Leviton websites, the substantive information was substantially similar and the information was updated as the lawsuit progressed. I was also aware by visiting the websites that both my co-counsel, Feinberg, Jackson, Worthman & Wasow LLP and Richard Donahoo & Associates had posted similar information about the case on their firms websites. 14. While Defendants had provided class data to Plaintiffs counsel for purposes of the settlement negotiations, Defendants had not provided class member contact information. Class Counsel did not have Class Members contact information, including Mr. Wall s, until after preliminary approval in May Class Counsel is not aware of any Class Member other than Mr. Wall who has objected to the Settlement. Neither Mr. Wall nor any other Class Member has objected to Plaintiffs Motion for Attorneys Fees, Litigation Expenses and Class Representative Service Awards or the proposed plan of allocation. 16. Class Counsel is not aware of any related claims asserted by other classes or other claimants in other cases. 5

6 Case 2:16-cv PD Document Filed 07/25/18 Page 6 of 6 The foregoing is true and correct to the best of my knowledge and belief. Executed this 25th day of July, 2018 in Washington, D.C. R. Joseph Barton 6