IN THE CIRCUIT COURT THIRD JUDICIAL CIRCUIT MADISON COUNTY, ILLINOIS

Transcription

1 WILLIAM TENNISON, individually, et al. and on behalf of all others similarly situated, Plaintiffs, IN THE CIRCUIT COURT THIRD JUDICIAL CIRCUIT MADISON COUNTY, ILLINOIS v. Case No. 01-L MARION BASS SECURITIES CORPORATION, et al., Defendants. DECLARATION OF WILLIAM S. NORTON IN SUPPORT OF JOINT MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT I, WILLIAM S. NORTON, hereby declare and state as follows: 1. I am an attorney with the law firm of Motley Rice LLC and counsel for Plaintiffs in the above-captioned action. I respectfully submit this declaration in support of the Joint Motion for Preliminary Approval of Class Action Settlement. I have personal knowledge of the matters testified to herein. 2. Attached hereto as Exhibit 1 is a true and correct copy of the Class Action Settlement Agreement dated October 17, 2016, with annexed exhibits. 3. Attached hereto as Exhibit 2 is a true and correct copy of NERA Economic Consulting publication dated January 20, 2015, and entitled Recent Trends in Securities Class Action Litigation: 2014 Full-Year Review. 4. Attached hereto as Exhibit 3 is a true and correct copy of Motley Rice LLC's Shareholder and Securities Fraud Resume.

2 EXHIBIT 1

3 WILLIAM TENNISON, individually, et al., and on behalf of all others similarly situated, Plaintiffs, IN THE CIRCUIT COURT THIRD JUDICIAL CIRCUIT MADISON COUNTY, ILLINOIS v. Case No. 01-L MARION BASS SECURITIES CORPORATION, et al. Defendants. CLASS ACTION SETTLEMENT AGREEMENT This Class Action Settlement Agreement ("Agreement") is made and entered as of October 17, 2016, subject to approval by Hon. Barbara Crowder, Circuit Judge of the Circuit Court for the Third Judicial Circuit in Madison County, Illinois, among and between Plaintiff William Tennison, individually and as representative of the "Settlement Class" (as defined in Sec below), on the one hand, and Defendant "Wells Fargo" (as defined in Sec below), on the other hand. This Agreement is intended to resolve, compromise, discharge, release, and settle all claims by Plaintiff Tennison, the Settlement Class, and all "Class Members" (as defined in Sec below) against Wells Fargo fully, finally, and forever according to the terms and conditions set forth below. Recitals WHEREAS, on or about March 2, 2001, counsel for Plaintiffs initiated the abovecaptioned action (the "Litigation") by certain named Plaintiffs, on behalf of themselves and all those similarly situated, by filing a Complaint, later amended three times, against Wells Fargo Page 1 of 51 Cause No. 01-L-457

4 and numerous other additional defendants, including Fifth Third Bank, Gilmore & Bell, P.C., and Blue & Company, LLC (collectively, the "Additional Defendants"); WHEREAS, Plaintiffs, for themselves and as representatives of the Settlement Class, comprised of those who purchased, owned, or otherwise acquired any of the "Bonds" (as defined in Sec below), are represented by "Class Counsel" (as defined in Sec below); WHEREAS, Plaintiffs asserted claims against Wells Fargo and the Additional Defendants for alleged violations of Illinois Securities law, 815 ILCS 5/2; alleged civil conspiracy to defraud; alleged common law fraud; alleged fraudulent concealment; alleged negligence; and, against certain defendants, but not Wells Fargo, for piercing the corporate veil, all as alleged in more detail in the Third Amended Complaint; WHEREAS, on November 29, 2010, the Court granted summary judgment to Wells Fargo on all counts alleged in Plaintiffs' Third Amended Complaint except Count VI for negligence upon finding that, among other things, (1) Wells Fargo played no role in selling, offering, or marketing the Bonds, (2) Plaintiffs did not rely on any statements made by Wells Fargo before purchasing the Bonds, and (3) the indenture agreements did not state that Wells Fargo owed a duty to investigate or report to Plaintiffs; WHEREAS, by separate order on November 29, 2010, the Court certified a class consisting of all those persons who purchased (or otherwise acquired) tax-free revenue bonds (between February 1, 1996 and December 11, 1998) in the bond issues of: Lawrence, Indiana; Princeton, Wisconsin; Manitowoc, Wisconsin; Gillett, Wisconsin; Wautoma, Wisconsin; Riverview, Michigan; Bangor, Michigan; and Redford, Michigan; WHEREAS, Plaintiff Lillard Hedden passed away on August 21, 2013, and was voluntarily dismissed from the Litigation on November 20, 2014; Page 2 of 51 Cause No. 01-L-457

5 WHEREAS, following additional discovery and motions, Plaintiffs reached settlements with the Additional Defendants in 2013 and 2014; WHEREAS, the Court granted final approval to Plaintiffs' settlements with the Additional Defendants on May 28, 2015, leaving Wells Fargo as the only remaining defendant; WHEREAS, Plaintiffs' settlements with the Additional Defendants provided that the "Additional Defendants' Contribution" (as defined in Sec below) would be deposited in a settlement account to collect interest until such time as Plaintiffs' ongoing claims against Wells Fargo were fully resolved, at which time Plaintiffs would move the Court for (a) an award of attorneys' fees and expenses, costs of administering the settlements, and incentive awards to named plaintiffs, followed by (b) distribution of the remaining funds to eligible class members; WHEREAS, Plaintiffs have deposited the Additional Defendants' Contribution in an escrow account pending resolution of the claims against Wells Fargo and will seek Court approval to distribute those funds in the same proportions and pursuant to the same terms and conditions as the Court approves for distribution of the "WF Contribution" (as defined in Sec below); WHEREAS, Plaintiff Al Kellerman's claims were resolved pursuant to Plaintiffs' settlements with the Additional Defendants on May 28, 2015 and he passed away on February 26, 2016, leaving Plaintiff Tennison as the sole remaining named Plaintiff and class representative; WHEREAS, the Court scheduled trial of Plaintiffs' sole remaining claim for negligence against Wells Fargo to begin on May 16, 2016; WHEREAS, Wells Fargo denies any and all liability for all claims that were alleged or could have been alleged in the Litigation, whether dismissed or not, and further denies that the Page 3 of 51 Cause No. 01-L-457

6 Litigation should be treated as a class action, except for purposes of this settlement, and has asserted various affirmative defenses and other defenses to Plaintiffs' claims; WHEREAS, Class Counsel has conducted a thorough investigation, examination, and evaluation of the relevant law and facts to assess the merits of the pending claims and any other potential claims that could be asserted against Wells Fargo, before commencing the Litigation and throughout the Litigation (including careful investigation and analysis of the answers, affirmative defenses, motions to dismiss, motions for summary judgment, motions for reconsideration, and oppositions to class certification filed by Wells Fargo and the Additional Defendants, and the numerous depositions taken in the Litigation), and during the negotiation of the settlement memorialized in this Agreement; WHEREAS, Plaintiff Tennison, for himself and on behalf of the Settlement Class and all Class Members, desires to settle all claims against Wells Fargo, having taken into account the risks, delays, possibilities, and difficulties involved in establishing liability; the possibility that Plaintiffs could recover nothing against Wells Fargo, or recover less than offered by this Agreement; and the potential length and complexity of the Litigation, including any appeals; WHEREAS, although it denies any wrongdoing and any liability to Plaintiffs and the Settlement Class whatsoever, Wells Fargo believes that it is desirable and in its best interests to settle the Litigation in the manner and upon the terms and conditions provided for in this Agreement having taken into account the risks, delay, and difficulties involved in defending Plaintiffs' claims, and the desirability of avoiding the further expense, inconvenience, and burdens of litigation; Page 4 of 51 Cause No. 01-L-457

7 WHEREAS, Plaintiff Tennison, the Settlement Class, and Wells Fargo ("the Parties") have had the opportunity to evaluate their respective positions and the merits and weaknesses of Plaintiffs' claims and Wells Fargo's defenses; WHEREAS, Plaintiff Tennison and Class Counsel, on behalf of the Settlement Class, believe the settlement is fair, reasonable, and adequate to the Settlement Class, and consider it to be in the best interests of the Settlement Class to enter into this Agreement; WHEREAS, solely to effectuate the settlement memorialized in this Agreement and to broaden the group of persons entitled to receive benefits under this Agreement, and with the consent of Wells Fargo, Plaintiffs filed a Fourth Amended Complaint on October 17, 2016, to expand the scope of claimants comprising the Settlement Class; WHEREAS, this Agreement is expressly contingent upon, and subject to, "Final Approval" (as defined in Sec below), so that the entire Settlement Class and all Class Members will be bound by this Agreement; NOW, THEREFORE, in consideration of the foregoing, and other mutual covenants and agreements set forth in this Agreement, including, but not limited to, the payments, releases, and dismissal with prejudice of all claims against Wells Fargo in the Litigation, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. Settlement Class Definition and Provisional Class Certification Subject to the Court's approval and for purposes of settlement and this Agreement only, the "Settlement Class" in the Litigation is defined as follows: All of those persons or entities who ever purchased, owned, or otherwise acquired any of the revenue bonds issued between February 1, 1996 and December 11, 1998 by state or municipal economic development agencies for the cities of: Lawrence, Indiana; Princeton, Wisconsin; Manitowoc, Wisconsin; Gillett, Wisconsin; Wautoma, Wisconsin; Page 5 of 51 Cause No. 01-L-457

8 Riverview, Michigan; Bangor, Michigan; and Redford, Michigan, with The Malachi Corp., Inc., as obligor. Excluded from the class are (a) Wells Fargo and all of its employees, directors, officers, and legal representatives, (b) all Court employees, and (c) Class Counsel and all of their respective employees, directors, officers, and legal representatives Solely to effectuate the settlement memorialized in this Agreement, the Parties hereby stipulate and agree to the certification of the Settlement Class, which will be effective and binding only in connection with the final settlement of the Litigation and only upon Final Approval. The Parties further stipulate and agree, again solely for purposes of settlement, that Plaintiff Tennison should be appointed as sole representative of the Settlement Class and that Class Counsel should be appointed to serve as counsel to the Settlement Class and all Class Members. II. Definitions. In addition to the terms expressly defined elsewhere in this Agreement, the following terms have the following meanings throughout this Agreement: 2.01 "Additional Defendants" means former defendants Fifth Third Bank, Gilmore & Bell, P.C., and Blue & Company, LLC, each of whom previously entered into binding written settlement agreements with Plaintiffs, approved by the Court, in the Litigation "Additional Defendants' Contribution" means the sum of Five Hundred Twenty Five Thousand Dollars ($525,000.00) contributed in the aggregate by the Additional Defendants to effectuate and fully discharge their respective monetary obligations in settling the claims asserted against them by Plaintiffs in the Litigation "Agreement" means this Class Action Settlement Agreement "Bonds" means any of the revenue bonds, listed in Exhibit 1 hereto, issued between February 1, 1996 and December 11, 1998 by state or municipal economic development agencies in the bond issues of Lawrence, Indiana; Princeton, Wisconsin; Manitowoc, Wisconsin; Page 6 of 51 Cause No. 01-L-457

9 Gillett and Wautoma, Wisconsin; Riverview, Michigan; Bangor, Michigan; and Redford, Michigan, where The Malachi Corp., Inc. was the obligor "Claimant" means a "Settling Plaintiff' (as defined in Sec below) that submits a timely and valid "Proof of Claim Form" (as defined in Sec below) satisfying all the criteria and requirements of Sec below "Claims" means any and all manner of claims, demands, actions, suits, debts, causes of action, and potential actions, whether class, collective, individual, direct, indirect, or otherwise in nature, damages whenever and however incurred, liabilities of any nature whatsoever, including without limitation costs, losses, expenses, obligations, interest, penalties, and attorney's fees, known or unknown, suspected or unsuspected, accrued or unaccrued, asserted or unasserted, derivative or direct, whether in law, equity, or otherwise, arising under the laws, regulations, or common law of the United States of America, all states and political subdivisions thereof, and any foreign country or jurisdiction, that Plaintiff Tennison or any Class Member, whether directly, representatively, derivatively, or in any other capacity ever had, currently has, or hereafter might obtain arising out of or relating in any way, in whole or in part, directly or indirectly, to the Bonds, the Litigation, or to any allegations, transactions, facts, matters, occurrences, representations, actions, omissions, failures to act, disclosures, or failures to disclose relating thereto which are, were, or could have been asserted against Wells Fargo in the Litigation "Class Counsel" means the law firms of (a) Motley Rice LLC, and (b) Lucco, Brown, Threlkeld & Dawson, LLP. Page 7 of 51 Cause No. 01-L-457

10 2.08 "Class Distribution Order" means an order of the Court authorizing and directing the "Settlement Administrator" (as defined in Sec below) to implement the "Distribution" (as defined in Sec below) "Class Member" means any person or entity that is a member of the Settlement Class, as defined in Section 1.01 above "Class Notice" means the mailed notice of this Agreement, in substantially the form annexed as Exhibit 2 and subject to approval by the Court, provided to Class Members who are holders of Bonds of record as of the date the "Preliminary Approval Order" (as defined in Sec below) is entered "Class Release Parties" means Plaintiff Tennison, the Settlement Class, and all Class Members, individually and collectively, on behalf of themselves and their respective heirs, executors, and administrators, as well as each of their respective successors, assigns, and personal representatives, and all others who claim by or through them or who could assert claims on their behalf, all of whom are providing Wells Fargo with the broad releases and covenants described more specifically in Section XI below "Court" means the Circuit Court for the Third Judicial Circuit in Madison County, Illinois "Current Bondholder" means Class Members who own Bonds of record as of the date the "Final Approval Order" (as defined in Sec below) is entered, regardless of whether such Bonds were designated as "cancelled" by the indenture trustee for such Bonds "Current Bondholders' Fund" means that portion of the "Net Settlement Fund" (as defined in Sec below) allocable to Current Bondholders, in accordance with Section X of this Agreement and the "Distribution Plan" (as defined in Sec below). Page 8 of 51 Cause No. 01-L-457

11 2.15 "Distribution" means the total of all payments to be made to eligible Claimants and eligible Current Bondholders from the Net Settlement Fund, in accordance with Section X of this Agreement and the Distribution Plan "Distribution Plan" means the written plan, proposed by Class Counsel in substantially the form annexed as Exhibit 5 and subject to approval by the Court, for making the Distribution to eligible Claimants and eligible Current Bondholders "Escrow Account" means the escrow account referenced and described in greater detail in Secs through below "Federal Court" means the United States District Court for the Eastern District of Michigan, which presided over and issued binding orders in the "Receivership Action" (as defined in Sec below) "Fee and Expense Award" means the total amount of all attorney's fees, costs, and expenses (including, without limitation, all litigation costs and expenses of whatever name and nature, and all consultant and expert witness fees), approved by the Court pursuant to Section IX of this Agreement, to fully and completely discharge all claimed legal and professional fees and expenses and all litigation costs ever incurred by or on behalf of Class Counsel, Plaintiff Tennison, all other named plaintiffs in the Litigation, any Class Member or any part of the Settlement Class, and any other claimant or potential claimant arising out of or relating in any way to the Claims, the Bonds, the Litigation, or any other matters within the scope of this Agreement, including all work performed and all costs and expenses incurred after the date of this Agreement "Final Approval" means the first date upon which all of the following have occurred: (a) the Court has entered the Final Approval Order approving this Agreement and Page 9 of 51 Cause No. 01-L-457

12 dismissing the Litigation and all Claims with prejudice; and (b) thirty-one (31) days have passed following the entry of the Final Approval Order and any related orders, and (i) no pleadings have been filed either with the Court or with any other court or tribunal seeking appeal, review, or rehearing of the Final Approval Order or any related orders or, (ii) if any such pleadings are filed, then thirty-one (31) days after the Final Approval Order and any related orders have been affirmed in their entirety by the court of last resort to which an appeal has been taken or a petition for review has been presented and such affirmance is no longer subject to the possibility of further appeal or review "Final Approval Order" means the judgment to be entered by the Court granting final approval of this Agreement and dismissing the Litigation and all Claims with prejudice. The proposed Final Approval Order must be mutually acceptable to the Parties, and will be submitted by Class Counsel to the Court for approval no later than thirty-five (35) days prior to the "Final Hearing" (as defined in Sec below) "Final Hearing" means the hearing at which the Court will consider any objections to this Agreement and hear evidence and/or legal argument in support of, or in opposition to, entry of the proposed Final Approval Order and any related orders "Former Bondholders" means Class Members who formerly owned any Bonds but no longer do so, regardless of whether such Bonds were designated as "cancelled" by the indenture trustee for such Bonds "Former Bondholders' Fund" means that portion of the Net Settlement Fund allocable to Former Bondholders, in accordance with Section X of this Agreement and the Distribution Plan. Page 10 of 51 Cause No. O1-L-457

13 2.25 "Gross Settlement Fund" means the sum of Seven Million Eight Hundred Twenty Five Thousand Dollars ($7,825,000.00) comprised of (a) the $525, Additional Defendants' Contribution; (b) the $800, of "Previously Collected Funds" (as defined in Sec below); and (c) the $6,500, payment to made by Wells Fargo as described in Sec below. The Gross Settlement Fund will be disbursed, in accordance with this Agreement and subject to approval by the Court, for payment of all "Settlement Costs" (as defined in Sec below), the Fee and Expense Award, the "Incentive Awards" (as defined in Sec below), and the Distribution to eligible Claimants and eligible Current Bondholders, all as described in further detail in Section X of this Agreement and the Distribution Plan "Incentive Awards" means any monetary awards approved by the Court to compensate the named plaintiffs in the Litigation for their work, services, and expenses as class representatives in the Litigation "Initial Costs Advance" means the sum of Thirty Thousand Dollars ($30,000.00) or such other sum as may be approved by the Court in its Preliminary Approval Order to cover the initial costs of the Class Notice, the "Publication Notice" (as defined in Sec below), and any other Settlement Costs. The Initial Costs Advance, which will be paid by Wells Fargo to the Settlement Administrator, is part of the "WF Contribution" (as defined in Sec below) "Land of Lincoln" means Land of Lincoln Legal Assistance Foundation, Inc., the charitable organization eligible under 735 ILCS 5/2-807 to receive all "Unclaimed Funds" (as defined in Sec below), if any, following the Distribution to eligible Claimants and eligible Current Bondholders in accordance with Section X of this Agreement and the Distribution Plan. Page 11 of 51 Cause No. 01-L-457

14 2.29 "Litigation" means the class action lawsuit currently styled William Tennison, individually, et al., v. Marion Bass Securities Corporation, et al., Case No. 01-L , presently pending in the Court "Net Settlement Fund" means the amount available for Distribution to eligible Claimants and eligible Current Bondholders after all payments or deductions have been made from the Gross Settlement Fund, as approved by the Court, for Settlement Costs, the Fee and Expense Award, and the Incentive Awards "Notice of Intent to Appear" means a Class Member's written notice, satisfying all the criteria and requirements specified in Sec below, advising that the Class Member will attend the Final Hearing and desires to address the Court at the Final Hearing "Objection" means a Class Member's written objection, satisfying all the criteria and requirements specified in Sec below, to any or all of the terms of this Agreement or its exhibits "Opt Out Request" means a Class Member's written request, satisfying all the criteria and requirements specified in Sec below, to be excluded from the Settlement Class, the Litigation, and the settlement memorialized in this Agreement 2.34 "Opt Out Threshold" means the level of Opt Out Requests which, if reached, permits Wells Fargo to terminate this Agreement as provided in Sec below "Parties" means Plaintiff Tennison, the Settlement Class, all Class Members, and Defendant Wells Fargo "Preliminary Approval Order" means the order, in substantially the form annexed as Exhibit 4 and subject to approval by the Court, preliminarily approving the terms and conditions of this Agreement. Page 12 of 51 Cause No. 01-L-457

15 2.37 "Previously Collected Funds" means the sum of Eight Hundred Thousand Dollars ($800,000.00), previously received but not yet distributed by Wells Fargo in its capacity as indenture trustee for certain of the Bonds, and intended for distribution to eligible Current Bondholders, net of Wells Fargo's fees and expenses incurred in connection with its service as indenture trustee "Previously Collected Funds Distribution Order" means an order of the Court authorizing and directing Wells Fargo to implement the distribution of the Previously Collected Funds in accordance with the "Receivership Order" (as defined in Sec below) "Proof of Claim Form" means the document, in substantially the form annexed as Exhibit 6 and subject to approval by the Court, to be fully completed, signed, and timely returned to the Settlement Administrator by all Claimants who seek to participate in the Distribution. A Proof of Claim Form must satisfy all the criteria and requirements specified in Sec below in order to be considered for participation in the Distribution "Publication Notice" means notice of this Agreement, in substantially the form of Exhibit 3 and subject to approval by the Court, provided by publication to Class Members "Receivership Action" means the receivership proceeding styled Norwest Bank Wisconsin, NA., v. The Malachi Corp., Inc., Cause No , instituted in the Federal Court by Wells Fargo in its capacity as indenture trustee of several of the pertinent Bond issuances involved in the Litigation "Receivership Order" means the order entered by the Federal Court in the Receivership Action on September 12, 2011, directing that Wells Fargo distribute the Previously Collected Funds in specified percentages to Current Bondholders of specified Bond issuances. Page 13 of 51 Cause No. 01-L-457

16 2.43 "Rejection Challenge" means a written statement, submitted by a Claimant to the Settlement Administrator and satisfying all the criteria and requirements specified in Sec B below, contesting a "Rejection Notice" (as defined in Sec below) "Rejection Notice" means a written notice mailed by the Settlement Administrator to a Claimant, advising that the Claimant's Proof of Claim Form has been provisionally rejected, in whole or in part, as described in Sec A below "Released Claims" means all Claims released by the Parties and by all alleged or potential joint tortfeasors, as defined and described in further detail in Secs through below "Settlement Administrator" means RG/2 Claims Administration LLC, the entity selected by the Parties to administer the settlement, subject to approval by the Court "Settlement Class" means the class defined in Section 1.01 above, which Plaintiff Tennison, Class Counsel, and Wells Fargo have agreed to request the Court to certify solely for purposes of settlement and to effectuate this Agreement "Settlement Costs" means all costs and expenses approved by the Court related to or associated in any way with the administration of the Parties' settlement and this Agreement, including but not limited to the cost of providing the Class Notice and the Publication Notice to Class Members, the cost of processing claims of Claimants, the cost of making the Distribution to Claimants, the Settlement Administrator's reasonable fees and costs, and all other settlement administration costs, fees, or expenses, of whatever name or nature and regardless by whom incurred, including all such costs, fees, and expenses incurred after the date of this Agreement "Settlement Website" means the dedicated website established and maintained by the Settlement Administrator to Page 14 of 51 Cause No. 01-L-457

17 publicly communicate information and pertinent documents about the Litigation and the settlement memorialized in this Agreement "Settling Plaintiff' means any Class Member that has not excluded himself, herself, or itself from the Settlement Class by submitting a timely and valid Opt Out Request satisfying the requirements of Sec below "Supplemental Agreement" means the separate agreement signed by the Parties concurrently with this Agreement, as provided in Sec below "Wells Fargo" means (a) Defendant Wells Fargo Bank, N.A.; (b) all of its related parties, including, without limitation, all of its present and former direct and indirect parents, subsidiaries, divisions, affiliates, and associates; (c) all of their respective present and former stockholders, investors, underwriters, insurers, directors, officers, employees, associates, trustees, principals, agents, managers, consultants, experts, attorneys, accountants, auditors, financial advisors, publicists, creditors, and other legal representatives of whatever name and nature; (d) all of their respective heirs, executors, administrators, trustees, predecessors, successors, and assigns; and (e) all persons or entities acting or purporting to act on their respective individual or collective behalf "WF Contribution" means the sum of Seven Million Three Hundred Thousand Dollars ($7,300,000.00), consisting of (a) the Previously Collected Funds, and (b) an additional Six Million Five Hundred Thousand Dollars ($6,500,000.00) contributed by Wells Fargo, to effectuate and fully discharge its monetary payment obligations under this Agreement, including the Initial Costs Advance. The WF Contribution represents the entire payment ever to be made or distributed by Wells Fargo to cover the Distribution to eligible Claimants and eligible Current Bondholders, all Settlement Costs, the Fee and Expense Award, the Incentive Awards, and all Page 15 of 51 Cause No. 01-L-457

18 other costs and expenses, of whatever name or nature, arising out of or related in any way to the Bonds, the Claims, the Litigation, or any other matters within the scope of this Agreement "Unclaimed Funds" means all settlement distribution checks mailed to eligible Claimants and eligible Current Bondholders by Wells Fargo or the Settlement Administrator that are returned or not timely cashed, as provided in Secs through below and the Distribution Plan As used in this Agreement, the plural of any defined term includes the singular thereof and vice versa, except where the context requires otherwise. Additional terms are defined elsewhere in this Agreement. III. Settlement and Compromise This Agreement is a compromise and will not be construed as an admission of liability or of any fact, at any time or for any purpose, under any circumstances, by Wells Fargo. Neither this Agreement, nor any action taken by Wells Fargo in furtherance of this Agreement, is intended to be, nor may it be construed as, an admission or concession by Wells Fargo that: (a) it has any liability to Plaintiff Tennison, any other named plaintiff, any Class Member, or all or any part of the Settlement Class for any Claims; or (b) certification of a class was, is, or ever would be appropriate in the Litigation or would be appropriate in any other legal proceeding involving the Claims The Parties do not intend that this Agreement, or the terms of the settlement provided herein, be admissible in any lawsuit, arbitration, administrative action, or any judicial or administrative proceeding of any sort involving Wells Fargo if offered to show, demonstrate, evidence, or support a contention that Wells Fargo acted unlawfully, improperly, or in violation of any law, regulation, contract, or requirement, whether legal, ethical, or otherwise. Page 16 of 51 Cause No. 01-L-457

19 IV. Limit of Wells Fargo's Financial Responsibility Subject to the provisions of this Agreement, and in full, complete, and final settlement of the Claims and the Litigation, Wells Fargo will, as provided in Section X of this Agreement, pay or distribute the WF Contribution into the Gross Settlement Fund. The WF Contribution, together with the Additional Defendants' Contribution, will constitute the entirety of the Gross Settlement Fund The WF Contribution will be Wells Fargo's sole obligation under this Settlement Agreement and it will have no other liability, obligation, or responsibility of any kind to Plaintiff Tennison, any other named plaintiff, any Class Member, all or any part of the Settlement Class, Class Counsel, the Settlement Administrator, or any other person or entity whatsoever for payments to Class Members, attorneys' fees, court costs or litigation expenses of any sort, settlement administration costs, division or amounts of distributions between or among Class Members, or any other thing or matter on account of or related in any way to the Claims, the Bonds, the Litigation, or any other matters within the scope of this Agreement. V. Preliminary Approval As soon as practical and in no event later than five (5) days after the execution of this Agreement, Class Counsel will file the Joint Motion for Preliminary Approval of Class Action Settlement with the Court, together with a supporting brief, and request the Court to certify the Settlement Class provisionally for settlement purposes only, enter the Preliminary Approval Order, and schedule the Final Hearing. The supporting brief will include, as exhibits, (a) a fully executed copy of this Agreement, (b) the proposed Class Notice, (c) the proposed Publication Notice; (d) the proposed Proof of Claim Form; (e) the proposed Distribution Plan; and (f) the proposed Preliminary Approval Order. Page 17 of 51 Cause No. 01-L-457

20 5.02 The Parties and their counsel will in good faith support the prompt entry of the Preliminary Approval Order and undertake any and all reasonable efforts that in good faith are appropriate or necessary to obtain the Court's preliminary approval of this Agreement. VI. Notice and Administration. In the event the Court enters the Preliminary Approval Order, the Settlement Administrator and Class Counsel will, in accordance with such Preliminary Approval Order, provide notice of the settlement to Class Members as follows: 6.01 Each holder of Bonds of record as of the date the Preliminary Approval Order is entered will receive a Class Notice and a Proof of Claim Form by first class mail, approved by the Court, in substantially the form annexed as Exhibits 2 and 6, respectively. The Class Notice and Proof of Claim Forms will be mailed together within twenty-eight (28) days after entry of the Preliminary Approval Order. Class Counsel and the Settlement Administrator will ensure that the Settlement Website also includes links to the Class Notice and Proof of Claim Form Each Class Member who desires to participate in the monetary Distribution to be made by the Settlement Administrator (as provided in Secs and below) must individually sign and timely return a fully completed Proof of Claim Form to the Settlement Administrator, certifying that he, she, or it is a member of the Settlement Class and has not elected to exclude himself, herself, or itself from the Settlement Class. To be considered for participation in the Distribution, a completed Proof of Claim Form must (a) provide full and accurate responses to all of the information requested in the Proof of Claim Form; (b) be signed by the Class Member or by his, her, or its authorized representative; and (c) be mailed to the Settlement Administrator, postmarked no later than April 21, Class Members cannot validly submit a Proof of Claim Form (or provide the information required by the Proof of Claim Form) by telephone, facsimile, or . If the Court grants Final Approval, Proof of Claim Page 18 of 51 Cause No. 01-L-457

21 Forms bearing a postmark date after the foregoing postmark deadline, or improperly submitted by telephone, facsimile or , will not be considered for participation in the Distribution To supplement the Class Notice, and also within twenty-eight (28) days after entry of the Preliminary Approval Order, the separate Publication Notice, approved by the Court, will be published in substantially the form annexed as Exhibit 3 in both The Wall Street Journal and PR Newswire. Seven (7) days later, the Publication Notice will be published a second time, in the Investor's Business Daily Within twenty (20) days after the Preliminary Approval Order has been entered, Wells Fargo will transmit the Initial Costs Advance to the Settlement Administrator to cover the costs of the Class Notice, the Publication Notice, the expenses actually incurred and fees reasonably charged by the Settlement Administrator, and all other Settlement Costs as expressly directed by the Court in its Preliminary Approval Order. The Initial Costs Advance is a credit against, and will be deducted from, the WF Contribution which constitutes the entirety of Wells Fargo's financial contribution under this Agreement Pursuant to 735 ILCS 5/2-803 and 5/2-806, the Parties believe that the Class Notice and the Publication Notice protects the interests of the Settlement Class, is the best practicable notice under the circumstances, and constitutes fair, reasonable, and adequate notice to all persons so entitled to notice. VII. Opt Out Requests and Objections Each Class Member who wishes to be excluded from the Settlement Class must individually sign and timely mail a valid and fully completed written Opt Out Request to Class Counsel and counsel for Wells Fargo, postmarked no later than January 31, To constitute a valid Opt Out Request, the submitted document must (a) set forth the name, mailing address, Page 19 of 51 Cause No. 01-L-457

22 address, and telephone number of the Class Member; (b) be individually signed by the Class Member or by his, her, or its authorized representative; (c) state clearly and unequivocally that the Class Member wishes to be excluded from the Settlement Class; and (d) identify the types and amounts of Bonds purchased by the Class Member, the date(s) of any such purchases, and the date(s), if any, the Class Member sold any Bonds. Class Members cannot validly opt out by telephone, facsimile, or . Any Class Member who does not timely submit an Opt Out Request satisfying these requirements will be treated as not having submitted a valid request for exclusion and will therefore remain a Class Member and a Settling Plaintiff for all purposes and will be bound by the terms of this Settlement Agreement, including without limitation the releases specified in Section XI below Class Counsel and counsel for Wells Fargo will exchange copies of all Opt Out Requests received at least once each week, commencing seven (7) days after the Class Notice has been mailed. Class Counsel will file a report with the Court regarding all signed, timely submitted, and valid Opt Out Requests received no later than five (5) days before the Final Hearing Each Class Member who wishes to object to the settlement must individually sign and timely mail a valid and fully executed written Objection to the Court, Class Counsel, and counsel for Wells Fargo, postmarked no later than January 31, To constitute a valid Objection, the submitted document must (a) set forth the name, mailing address, address, and telephone number of the Class Member; (b) be individually signed by the Class Member or by his, her, or its authorized representative; (c) identify the specific Settlement Agreement provisions or terms being challenged, together with an explanation of the basis or reason for the objection, including any legal support and/or evidence (including witnesses) that the Class Page 20 of 51 Cause No. 01-L-457

23 Member wishes to bring to the Court's attention; (d) identify the types and amounts of Bonds purchased by the Class Member, the date(s) of any such purchases, and the date(s), if any, the Class Member sold any Bonds. Class Members cannot validly object by telephone, facsimile, or , and no Class Member will be permitted to raise any objections at the Final Hearing that he, she, or it could have raised in an Objection but did not. Any timely and valid Objections will be considered by the Court at the Final Hearing. Any Class Member who does not timely submit an Objection satisfying these requirements will be treated as not having submitted an Objection to the Settlement Agreement Any Class Member may attend the Final Hearing. Any Class Member who desires to appear and be heard at the Final Hearing, including but not limited to Class Members who have timely submitted an Objection, must file a Notice of Intent to Appear with the Court no later than February 10, Each such Notice of Intent to Appear must include the Class Member's name, address, telephone number, and the number and dollar value of Bonds such Class Member purchased, owned, or otherwise acquired. Further, a copy of each such Notice of Intent to Appear must be served on Class Counsel and counsel for Wells Fargo contemporaneously with its submission to the Court. VIII. Final Approval and Wells Fargo's Transfer of Settlement Funds The Parties will request the Court to schedule the Final Hearing at least one hundred ten (110) days after entry of the Preliminary Approval Order Class Counsel will submit a Motion for Final Approval of the Settlement with the Court, together with the proposed Final Approval Order, no later than thirty-five (35) days prior to the Final Hearing. Page 21 of 51 Cause No. 01-L-457

24 8.03 At the Final Hearing, the Parties and Class Counsel will request the Court to enter the Final Approval Order and dismiss the Claims and the Litigation with prejudice. The Parties and their counsel will in good faith support the entry of the Final Approval Order and will undertake any and all efforts in good faith that are appropriate or necessary to obtain the Final Approval Order Within thirty (30) days after Final Approval, Wells Fargo will transfer the remainder of its $6,500,000 payment (as described in Sec above) to the Escrow Account, net of the Initial Costs Advance it previously paid. Completion of such transfer, together with Wells Fargo's distribution of the Previously Collected Funds as provided in Sec below, will entirely discharge all of Wells Fargo's remaining obligations under this Agreement. IX. Fee and Expense Award, and Incentive Awards to Named Plaintiffs No later than thirty-five (35) days before the Final Hearing, Class Counsel will apply to the Court for the Fee and Expense Award. The Fee and Expense Award will be payable exclusively from the Gross Settlement Fund, and will fully and finally discharge and extinguish all claims for legal and professional fees and all expenses (including, without limitation, all litigation costs and expenses, of whatever name and nature, and all consultant and expert witness fees and expenses) ever incurred by or on behalf of Class Counsel, any present or former named plaintiff in the Litigation, any Class Member or any part of the Settlement Class, and any other claimant or potential claimant arising out of or related in any way to the Claims, the Bonds, the Litigation, or any other matters within the scope of this Agreement, including all work performed and all costs and expenses incurred after the date of this Agreement. The Fee and Expense Award, in total, will not exceed 25% of the Gross Settlement Fund plus reimbursement of Class Counsel's out-of-pocket litigation expenses up to $785,000. Wells Fargo will not take a position Page 22 of 51 Cause No. 01-L-457

25 on the Fee and Expense Award so long as the application therefor is within the parameters of this Section In no event will Wells Fargo be responsible for any sum claimed by, or allegedly due to, Class Counsel or any other person or entity for legal and professional fees and expenses arising out of or related in any way to the Claims, the Bonds, the Litigation, or any other matters within the scope of this Agreement, other than, or in addition to, the Fee and Expense Award approved by the Court No later than thirty-five (35) days before the Final Hearing, Class Counsel will apply to the Court for Incentive Awards of Five Thousand Dollars ($5,000.00) each to Plaintiff Tennison, the Estate of Plaintiff Hedden, and the Estate of Plaintiff Kellerman for their respective work and services performed and expenses incurred by them in serving as class representatives in the Litigation. The Incentive Awards, in whatever amount is approved by the Court, will be payable exclusively from the Gross Settlement Fund, and will fully and finally discharge and extinguish all claims by all named plaintiffs in the Litigation for compensation, work, services, and all expenses (including, without limitation, out-of-pocket expenses and lost wages) arising from their service as class representatives. Wells Fargo will not take a position on the Incentive Awards so long as the application therefor is within the parameters of this Section In no event will Wells Fargo be responsible for any sum claimed by, or allegedly due to, any of the named plaintiffs for their services or expenses as class representatives other than, or in addition to, the Incentive Awards approved by the Court Irrespective of the person or entity making the application, Wells Fargo will not be liable for any compensation earned, fees charged, or costs or expenses incurred by the Settlement Administrator, Class Counsel, any of the named plaintiffs, any Class Member, or any part of the Settlement Class beyond the Settlement Costs, the Fee and Expense Award, and the Page 23 of 51 Cause No. 01-L-457

26 Incentive Awards expressly approved by the Court in accordance with this Agreement. Further, Wells Fargo will have no responsibility for, and no liability whatsoever with respect to (a) distribution or payment of the Settlement Costs, the Incentive Awards, or the Fee and Expense Award, or (b) the allocation of such costs and awards among the Settlement Administrator, Class Counsel, the named plaintiffs, or any other person or entity who asserts or may assert any claim or entitlement thereto Class Counsel's applications for the Fee and Expense Award and the requested Incentive Awards are not the subject of any agreement or understanding between the Parties and Class Counsel other than what is expressly provided in this Agreement. Further, neither the requested Fee and Expense Award nor the requested Incentive Awards are necessary terms of this Agreement and are not a condition of the Parties' settlement. The fairness and reasonableness of the settlement will be determined by the Court without regard to the payment of the Fee and Expense Award or the Incentive Awards, and no objection, motion, or appeal with respect to either the Fee and Expense Award or the Incentive Awards will affect the finality of the Final Approval Order or any release related thereto Neither Class Counsel, the Settlement Administrator, nor any Class Member (including any of the present or former named plaintiffs) may seek to terminate this Agreement on any grounds relating to the nature or amount of the Fee and Expense Award, the Settlement Costs award, or the Incentive Awards Because the amounts payable to Claimants depend, among other things, on the exact amounts awarded and approved by the Court for Settlement Costs, the Fee and Expense Award, and the Incentive Awards, and notwithstanding any other provision of this Agreement or any related document or court filing, no Distribution to eligible Claimants or eligible Current Page 24 of 51 Cause No. 01-L-457

27 Bondholders will be made until the Settlement Costs, the Fee and Expense Award, and the Incentive Awards, and all other claimed costs and expenses have been fully and finally paid and resolved, with no further rights of appeal by any party, person, or entity. X. Disbursements from the Gross Settlement Fund and Distribution of the Net Settlement Fund to Eligible Claimants and Eligible Current Bondholders The Gross Settlement Fund will consist of the Additional Defendants' Contribution and the WF Contribution. The WF Contribution, in turn, will consist of the Previously Collected Funds, together with an additional $6,500, payment by Wells Fargo Within thirty (30) days after Final Approval, Wells Fargo will transfer the unpaid remaining balance of its $6,500,00.00 payment (less its previously-paid Initial Costs Advance) to the Escrow Account. Further, and also within thirty (30) days after Final Approval, Class Counsel will transfer the Additional Defendants' Contribution to the Escrow Account Within forty (40) days after Final Approval, the Settlement Administrator will pay, from the Escrow Account: (a) all Settlement Costs incurred and not paid since the date of the Preliminary Approval Order approved by the Court; (b) the Fee and Expense Award approved by the Court; and (c) the Incentive Awards approved by the Court The Receivership Order entered by the Federal Court in the Receivership Action directed Wells Fargo to distribute the Previously Collected Funds, in specified percentages, to Current Bondholders of certain Bond issuances. Accordingly, within thirty (30) days after entry of the Previously Collected Funds Distribution Order as provided in Sec below, Wells Fargo will (in accordance with the Receivership Order, and as directed by the Court in the Previously Collected Funds Distribution Order), distribute the Previously Collected Funds to the Current Bondholders of the Bond issuances specified in the Receivership Order. After (a) Wells Fargo has completed distribution of the Previously Collected Funds, and (b) the Settlement Page 25 of 51 Cause No. 01-L-457

28 Administrator has completed paying the Settlement Costs, the Fee and Expense Award, and the Incentive Awards, the funds remaining in the Escrow Account will comprise the entirety of the Net Settlement Fund The Parties acknowledge and agree that immediately after Wells Fargo has transferred the remaining balance of its $6,500, payment as provided in Sec above and completed its distribution of Previously Collected Funds as provided in Sec above, the following Indentures of Trust and all other documents, agreements, rights, obligations and liabilities arising out of or associated in any way with such Indentures of Trust will, subject to approval by the Court, be fully and finally terminated in all respects and for all purposes: Trust Indenture dated as of February 1, 1996 between the City of Lawrence, Indiana, as Issuer, and Peoples Bank & Trust Company, as Indenture Trustee, pursuant to which the City of Lawrence, Indiana issued $5,925,000 in Economic Development Revenue Bonds, Series 1996A, and $425,000 in Taxable Economic Development Bonds, Series 1996B, to fund the purchase of four nursing homes: Crestview Health Care Center, Rural Health Care Center, and Riley Health Care Center, and Delaware Health Center; Trust Indenture dated as of June 1, 1996 between Wisconsin Health and Educational Facilities Authority ("WHEFA"), as Issuer, and Norwest Bank Wisconsin, National Association, as Indenture Trustee, pursuant to which WHEFA issued $2,700,000 in Revenue Bonds, Series 1996A, and $230,000 in Taxable Revenue Bonds, Series 1996B, with a total principal value of $2,930,000, to fund the purchase of Princeton Nursing Home, Inc. d/b/a Sunny View Village Health Center; Trust Indenture dated as of October 1, 1996 between WHEFA, as Issuer, and Norwest Bank Wisconsin, National Association, as Indenture Trustee, pursuant to which WHEFA issued $5,020,000 in Revenue Bonds, Series 1996A, and $480,000 in Taxable Revenue Bonds, Series 1996B, with a total principal value of $5,500,000, to fund the purchase of River's Bend Health & Rehabilitation Center, in Manitowoc, Wisconsin; Trust Indenture dated as of February 1, 1997, between WHEFA, as Issuer, and Norwest Bank Wisconsin, National Association, as Indenture Trustee, pursuant to which WHEFA issued $4,030,000 in Revenue Bonds, Series 1997A, and $350,000 in Taxable Revenue Bonds, Series 1997B, with a total principal value of Page 26 of 51 Cause No. 01-L-457

29 $4,380,000, to fund the purchase of Gillett Nursing Home, Inc. in Gillett, Wisconsin, and Wautoma Care Center, Inc. in Wautoma, Wisconsin; Indenture between Economic Development Corporation ("EDC") of the Charter Township of Bangor, Michigan, as Issuer, and Norwest Bank Wisconsin, Milwaukee, Wisconsin, pursuant to which EDC issued $10,445,000 in Limited Obligation Revenue Bonds, Series 1998A, and $625,000 in Limited Obligation Taxable Revenue Bonds, Series 1998B, to fund the purchase of Bay Shores Nursing Center; Indenture between EDC of the City of Riverview, Michigan and Norwest Bank Wisconsin, Milwaukee, Wisconsin, pursuant to which EDC issued $3,650,000 in Limited Obligation Revenue Bonds, Series 1998A, and $215,000 in Limited Obligation Taxable Revenue Bonds, Series 1998B, to fund the purchase of Marian Manor Nursing Care Center; and Indenture between EDC of the Charter Township of Redford, Michigan and Norwest Bank Wisconsin, Milwaukee, Wisconsin, pursuant to which EDC issued $6,095,000 in Limited Obligation Revenue Bonds, Series 1998A, and $360,000 in Limited Obligation Taxable Revenue Bonds, Series 1998B, to fund the purchase of Cambridge West Nursing Home. The Parties will jointly request the Court to approve the termination of all such Indentures of Trust in the Final Approval Order The Settlement Administrator will review each complete and timely submitted Proof of Claim Form that satisfies all the criteria and requirements specified in Sec above. The Settlement Administrator will determine, upon completion of such review: (a) whether the Proof of Claim Form includes all the information requested therein and satisfies the criteria and requirements of Sec. 6.02; (b) whether the Claimant satisfies all eligibility criteria to participate in the Distribution; (c) whether the Claimant is entitled to share in the Distribution as a Current Bondholder or as a Former Bondholder; and (d) the total aggregate face value of each eligible Claimant's qualifying Bonds, if any, based on the preceding determinations and as set forth in the Distribution Plan. All such decisions made by the Settlement Administrator will be final, conclusive, and binding, subject only to the following notice, challenge, and review process: Page 27 of 51 Cause No. 01-L-457

30 A. If the Settlement Administrator does not approve a submitted Proof of Claim Form in its entirety, the Settlement Administrator will mail a written provisional Rejection Notice to each affected Claimant, stating the reasons for the provisional rejection and affording the Claimant an opportunity to remedy any curable deficiencies in such Proof of Claim Form. If a Claimant fails to timely contest a Rejection Notice as provided in subsection B below, the Settlement Administrator's provisional rejection will automatically become final and will not be subject to further consideration or review by the Settlement Administrator, Class Counsel, or the Court. B. Any Claimant wishing to contest a Rejection Notice must mail a written Rejection Challenge to the Settlement Administrator, explaining the reasons the Claimant is contesting the Settlement Administrator's provisional rejection and providing all supporting documentation. A Rejection Challenge cannot be submitted by telephone, facsimile, or , and it must be postmarked no more than twenty (20) days after the Settlement Administrator has mailed the corresponding Rejection Notice. Any Rejection Challenge failing to satisfy these requirements will not be considered by the Settlement Administrator, Class Counsel, or the Court. C. If the Settlement Administrator and a Claimant that has submitted a timely and valid Rejection Challenge cannot amicably resolve a dispute arising from a Rejection Notice, Class Counsel will thereafter present the dispute to the Court for resolution. Any Claimant that submits a Rejection Challenge will be deemed to have submitted to the exclusive jurisdiction of the Court for purposes of resolving such dispute. D. The actions and administrative determinations of the Settlement Administrator in connection with Proof of Claim Forms, including but not limited to its Page 28 of 51 Cause No. 01-L-457

31 treatment, handling, and disposition of Rejection Notices and Rejection Challenges, will not in any way affect the finality of Final Approval, the dismissal with prejudice of all Claims by all Parties, or the validity, scope, and effective date of the Parties' mutual releases as provided in Section XI below No later than ninety (90) days after the deadline for Class Members to submit Proof of Claim Forms, Class Counsel will submit an application to the Court, with notice to counsel for Wells Fargo, for a Class Distribution Order (a) approving the Settlement Administrator's administrative determinations concerning the acceptance and rejection of all submitted Proof of Claim Forms (modified, as necessary, by any orders of the Court relating to Rejection Notices and Rejection Challenges); (b) approving payment of all Settlement Costs incurred and not paid since the date the Final Approval Order was entered; and (c) directing the Settlement Administrator to implement the Distribution to Claimants as specified in the proposed Class Distribution Order. The Court's consideration and issuance of the Class Distribution Order, and its handling, treatment, and disposition of Rejection Notices and Rejection Challenges, will not in any way affect the finality of the Final Approval Order, the dismissal with prejudice of all Claims by all Parties, or the validity, scope, or effective date of the Parties' mutual releases as provided in Section XI below No later than ninety (90) days after the deadline for Class Members to submit Proof of Claim Forms, counsel for Wells Fargo will submit an application to the Court, with notice to Class Counsel, for a Previously Collected Funds Distribution Order (a) approving Wells Fargo's administrative determinations concerning the allocation of Previously Collected Funds in accordance with the Receivership Order, and (b) directing Wells Fargo to distribute the Previously Collected Funds as specified in the proposed Previously Collected Funds Distribution Page 29 of 51 Cause No. 01-L-457

32 Order. The Court's consideration and issuance of the Previously Collected Funds Distribution Order will not in any way affect the finality of the Final Approval Order, the dismissal with prejudice of all Claims by all Parties, or the validity, scope, or effective date of the Parties' mutual releases as provided in Section XI below The Final Approval Order will expressly provide that the Court's handling, treatment, and disposition of Rejection Notices and Rejection Challenges, and its consideration and issuance of the Class Distribution Order and the Previously Collected Funds Distribution Order, will not in any way affect the finality of Final Approval, the dismissal with prejudice of all Claims by all Parties, or the validity, scope, or effective date of the Parties' mutual releases as provided in Section XI below Within thirty (30) days after entry of the Class Distribution Order, and unless the Court directs otherwise, the Settlement Administrator will make the Distribution from the Net Settlement Fund in the Escrow Account by mailing checks to eligible Claimants who have submitted Proof of Claim Forms approved by the Settlement Administrator, in accordance with the provisions of this Agreement, the Distribution Plan, and the Class Distribution Order The Unclaimed Funds will consist of (a) all Previously Collected Funds distribution checks returned to Wells Fargo or not cashed by eligible Current Bondholders within one hundred eighty (180) days after Wells Fargo mailed them as provided in Sec above, and (b) all Distribution checks returned to the Settlement Administrator or not cashed by eligible Claimants within one hundred eighty (180) days after the Settlement Administrator mailed them as provided in Sec above. All such Unclaimed Funds will be added to the amounts available for a potential second Distribution to certain eligible Claimants as provided in this Agreement and the Distribution Plan. Specifically, and subject to the Settlement Administrator's Page 30 of 51 Cause No. 01-L-457

33 discretion as to feasibility and economic practicability, the Settlement Administrator may make a second Distribution of all Unclaimed Funds to those eligible Claimants who received and cashed checks from the Settlement Administrator's first Distribution, allocated in the same manner as such first Distribution. To assist such a potential second Distribution, Wells Fargo will transfer all remaining unclaimed Previously Collected Funds to the Settlement Administrator no later than two hundred (200) days after Wells Fargo first mailed the Previously Collected Funds distribution checks as provided in Sec above. If the Settlement Administrator exercises its discretion to make a potential second Distribution, it will mail the second Distribution checks (comprised of all Unclaimed Funds, from whatever source) to eligible Claimants no later than two hundred ten (210) days after it mailed the first Distribution checks If the Settlement Administrator concludes, in its discretion, that a second Distribution to Claimants is not feasible or economically practicable, the Settlement Administrator will instead transfer all Unclaimed Funds, from whatever source, to Land of Lincoln. Such transfer will be completed no later than two hundred forty (240) days after the first Distribution checks were mailed, and regardless of whether or not the Settlement Administrator has exercised its discretion to make a second Distribution to certain eligible Claimants as provided in Sec above Within thirty (30) days after the Settlement Administrator has completed its transfer of Unclaimed Funds to Land of Lincoln, Class Counsel and counsel for Wells Fargo will file a joint report with the Court certifying that the Distribution of all settlement funds has been completed and that the Parties' settlement has been fully and finally concluded in accordance with the Final Approval Order, the Class Distribution Order, and the Previously Collected Funds Distribution Order. Page 31 of 51 Cause No. 01-L-457

34 10.14 Each Class Member will look solely to (a) the Net Settlement Fund in the Escrow Account, and (b) the distribution of the Previously Collected Funds, for settlement and satisfaction of all Released Claims as provided herein. No Class Member will have any interest in the Gross Settlement Fund, the Net Settlement Fund, the Escrow Account, the Previously Collected Funds, or in any portion thereof, except as specifically provided by an order of the Court entered pursuant to this Settlement Agreement The Escrow Account will be established and administered under the continuing supervision of the Court. Class Counsel will be responsible for establishing the Escrow Account, and will, within seven (7) days after Final Approval, provide instructions to Wells Fargo for wiring the unpaid remaining balance of its $6,500,000 payment (less its previously-paid Initial Costs Advance) as provided in Sec above. Class Counsel will identify the financial institution and the specific money market account in which Escrow Account funds will be held within ten (10) days after entry of the Preliminary Approval Order All disbursements from the Escrow Account (including, without limitation, the payment of all Settlement Costs, the Fee and Expense Award, and the Incentive Awards, and the division, distribution, allocation, and disbursement of the Net Settlement Fund) will be the sole and exclusive responsibility of the Settlement Administrator and Class Counsel pursuant to the order of the Court. The Settlement Administrator will discharge all its duties under the supervision of Class Counsel, subject always to the continuing jurisdiction and authority of the Court. Wells Fargo will have no responsibility or liability for any disbursements from the Gross Settlement Fund, the Net Settlement Fund, or the Escrow Account, or for any other matter relating to the administration of the Parties' settlement, and will have no liability whatsoever to any person or entity, including without limitation all Class Members, in connection therewith. Page 32 of 51 Cause No. 01-L-457

35 10.17 The Parties agree to treat the Escrow Account at all times as a "qualified settlement fund" within the meaning of Treas. Reg B-1 or any successor regulation. In addition, the Settlement Administrator will timely make such elections as necessary or advisable to carry out the provisions of this Section X, including the "relation-back election" as defined in Treas. Reg B-1 (or any successor regulation) back to the earliest permitted date. Such election will be made in compliance with the procedures and requirements contained in such regulations. It will be the responsibility of the Settlement Administrator to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing(s) to occur For the purpose of Treas. Reg or any successor regulation, the "administrator" will be the Settlement Administrator. The Settlement Administrator will timely and properly file all informational and other tax returns necessary or advisable with respect to the Escrow Account, including without limitation the returns described in Treas. Reg B-1 or any successor regulation. Such returns, as well as the election described in Sec above, will be consistent with this Sec and in all events will reflect that all taxes (including any estimated taxes, interest, or penalties) on the income earned by the Escrow Account will be paid out of the Escrow Account as provided in Secs and below All (a) taxes (including any estimated taxes, interest, or penalties) arising with respect to income earned by the Escrow Account, including any taxes or tax detriments that may be imposed upon Wells Fargo with respect to any income earned by the Escrow Account for any period during which the Escrow Account does not qualify as a "qualified settlement fund" for federal or state income tax purposes, and (b) expenses and costs incurred in connection with the operation and implementation of this Section X, including, without limitation, fees and expenses Page 33 of 51 Cause No. 01-L-457

36 of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Sec above, will constitute an approved Settlement Cost and be paid out of the Escrow Account. In no event will Wells Fargo have any responsibility or liability with respect to such taxes or tax related expenses. The Settlement Administrator will indemnify and hold Wells Fargo harmless for taxes and tax related expenses (including, without limitation, taxes payable by reason of any such indemnification) Taxes and tax related expenses will be treated as, and considered to be, approved Settlement Costs and will be timely paid by the Settlement Administrator from the Escrow Account without further order of the Court. Notwithstanding anything herein to the contrary, the Settlement Administrator will be obligated to withhold from any Distribution to eligible Claimants any funds necessary to pay such taxes and tax related expenses, including the establishment of adequate reserves for their payment as well as any amounts that may be required to be withheld under Treas. Reg B-1 or any successor regulation. Wells Fargo will have no responsibility or liability with respect thereto The Parties agree to cooperate with the Settlement Administrator, with each other, and with their respective tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this Section X. XL Releases In addition to the effect of the Final Approval Order, and immediately upon Final Approval, the Class Release Parties, individually and collectively, do each hereby unconditionally and irrevocably release, compromise, settle, resolve, extinguish, relinquish, waive, acquit, satisfy, and forever discharge Wells Fargo from any and all manner of claims based on, arising out of, or in any way relating or pertaining to the Claims, the Bonds, the Page 34 of 51 Cause No. 01-L-457

37 Litigation, or any other matters within the scope of this Agreement ("Released Claims"). The Released Claims granted by the Class Release Parties also include any and all claims that were or might have been asserted in the Receivership Action, and the Parties recognize and agree that any and all remaining duties, obligations, liabilities, and responsibilities of Wells Fargo arising out of or related in any way to the Receivership Action and the Receivership Order will be fully and finally extinguished and discharged immediately upon entry of the Final Approval Order. The Class Release Parties further agree, individually and collectively, that they will forever be barred and enjoined from prosecuting any and all such Released Claims against Wells Fargo, and they expressly agree to entry of such an injunction as part of the Final Approval Order In addition to the provisions of Sec above, the Class Release Parties agree that, immediately upon Final Approval, each of them individually and collectively will waive and release, with respect to the Released Claims, any and all provisions, rights, and benefits conferred by either (a) 1542 of the California Civil Code, which provides that "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor," or (b) any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to 1542 of the California Civil Code. Each of the Class Release Parties, individually and collectively, acknowledges that they may hereafter discover facts other than or different from those that they now believe to be true with respect to the matters within the scope of this Agreement which, if known, might have affected his, her, or its decision(s) with respect to this settlement, including, without limitation, his, her, or its decision not to object to the settlement or not to exclude himself, herself, or itself from the Settlement Class. Nevertheless, each of the Class Release Parties, individually and Page 35 of 51 Cause No. 01-L-457

38 collectively, expressly agrees and acknowledges that, immediately upon Final Approval, he, she, or it will have waived and fully, finally, and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or non-contingent, accrued or unaccrued claim, loss, or damage with respect to the Released Claims, whether or not concealed or hidden and without regard to the subsequent discovery or existence of such different or additional facts. The foregoing release of unknown, unanticipated, unsuspected, and unaccrued losses or claims is contractual and not a mere recital, was separately bargained for, and constitutes a key element of this Agreement The Final Approval Order will include the final dismissal with prejudice of all current and future claims of contribution against Wells Fargo arising from or related in any way to the Bonds, the Claims, the Litigation, or any other matters within the scope of this Agreement, thereby fully and finally discharging Wells Fargo from any liability to Plaintiff Tennison, the Settlement Class, each and every Class Member, and any alleged or potential joint tortfeasors. The Final Approval Order will expressly provide that all claims or causes of action premised on contribution, indemnity, or otherwise against Wells Fargo, whether now pending or which may be filed in the future, are dismissed with prejudice and extinguished The WF Contribution and the other obligations and covenants Wells Fargo has or will incur pursuant to this Agreement are in consideration of the full and final disposition of the Litigation and all Claims against Wells Fargo, and will fully, finally, and forever compromise, settle, release, resolve, extinguish, relinquish, waive, acquit, satisfy, forever discharge, and dismiss with prejudice the Litigation and all Released Claims against Wells Fargo. The Class Release Parties intend the Released Claims to be interpreted to effectuate the purpose of forever compromising all disputes and differences they ever had, or ever will have, with or against Wells Page 36 of 51 Cause No. 01-L-457

39 Fargo arising from or related in any way to the Bonds, the Claims, the Litigation, or any other matters within the scope of this Agreement. The Class Release Parties covenant and agree never to institute any suit or other form of action or proceeding of any kind or nature against Wells Fargo by reason of, or in connection with, any matter, issue, dispute, question, disagreement, or controversy arising from or related in any way to the Bonds, the Claims, the Litigation, or any other matters within the scope of this Agreement Wells Fargo does hereby unconditionally and irrevocably release, compromise, settle, resolve, extinguish, waive, acquit, satisfy, and forever discharge each of the Class Release Parties and each of their agents, attorneys, successors, predecessors, partners, members, managers, investors, consultants, experts, executors, administrators, trustees, heirs and assigns from the Released Claims, including any and all claims arising out of the initiation, prosecution, settlement, or resolution of the Litigation The Releases provided in this Section XI will be included as part of the judgment entered by the Court in its Final Approval Order, so that all matters within the scope of the Releases will be barred by principles of res judicata, collateral estoppel, and other principles of claim and issue preclusion. XII. Termination or Failure to Obtain Final Approval This Agreement is entered into solely for purposes of settlement. If this Agreement is terminated for any reason, or if Final Approval is not obtained for any reason, then: (a) this Agreement will become null and void and be of no force or effect, and the Parties will be absolved from all obligations under this Agreement; (b) this Agreement, along with all drafts thereof, all exhibits thereto, and all discussions, negotiations, documentation, and all other parts or aspects of the Parties' settlement discussions, whether before or after execution of this Page 37 of 51 Cause No. 01-L-457

40 Agreement, will have no effect, will not be deemed an admission of any kind or nature by any Party, will not be admissible evidence and will not be referred to by any Party for any purpose in the Litigation or otherwise; (c) all awards, orders or judgments entered pursuant to this Agreement (including, without limitation, the Preliminary Approval Order and the Final Approval Order) will be null and void and of no force or effect and will be treated as vacated nunc pro tunc automatically, without further action or order by the Court; (d) the Litigation will revert to its status prior to the settlement; (e) the Fourth Amended Complaint will be void and the Litigation will revert to the Third Amended Complaint as if the Fourth Amended Complaint had never been filed; and (f) the Parties will have all rights, claims, and defenses that they had or were asserting prior to entering into this Agreement, and will stand in the same position as if this Agreement had not been negotiated, made, or filed with the Court Wells Fargo will have the right, but not the obligation, in its sole and absolute discretion, to terminate this Agreement if any one or more of the following events occur: (a) if any material modifications to this Agreement or its terms (including all exhibits) are made or required by the Court, or by any reviewing or other court, tribunal, agency, or entity; (b) if any Objection is sustained, in whole or in part; (c) if the Court, or any reviewing or other court, tribunal, agency, or entity fails to enter or approve the Preliminary Approval Order or the Final Approval Order in a form mutually satisfactory to the Parties; or (d) as provided in the Supplemental Agreement. The Supplemental Agreement sets forth certain conditions under which Wells Fargo, in its sole and absolute discretion, has the right to terminate this Agreement and render it a nullity in the event that timely and valid Opt-Out Requests equal or exceed the criteria specified in an agreed Opt-Out Threshold. The Supplemental Agreement will not be filed with the Court, and its terms (including the Opt-Out Threshold) will not be disclosed in any Page 38 of 51 Cause No. 01-L-457

41 other manner (other than the general description provided in this Section 12.02) unless the Court directs otherwise or a dispute arises between the Parties concerning its meaning or application. If submission of the Supplemental Agreement is required for resolution of a dispute by the Parties or is otherwise directed by the Court, the Parties will undertake to submit the Supplemental Agreement to the Court in camera This Agreement may also be terminated upon the mutual written agreement of Plaintiff Tennison, Class Counsel, and Wells Fargo If this Agreement is terminated for any reason, or fails to obtain Final Approval for any reason, then no class will be deemed certified as a result of, or pursuant to, this Agreement. In that event, any order provisionally certifying the Settlement Class will be automatically vacated upon notice to the Court that this Agreement has been terminated or that Final Approval has not been obtained, and Wells Fargo will not be deemed to have consented to certification of any class, for purposes of settlement or otherwise, and the Litigation will proceed as though the Settlement Class had never been proposed or provisionally certified, without prejudice to any Party thereafter to request or oppose class certification. Wells Fargo will retain all rights to object to or oppose any motion for class certification of any class or subclass on any ground, including but not limited to certification of a class identical to that defined in the current proposed Settlement Class. Wells Fargo will also retain all rights to seek decertification of the class certified by the Court on November 29, 2010, for any reason and on any ground. XIII. Miscellaneous Provisions Exhibits Incorporated. All exhibits attached to or referenced in this Agreement are hereby incorporated by reference as if fully set forth herein. To the extent that there is any Page 39 of 51 Cause No. 01-L-457

42 conflict or inconsistency between the terms of this Agreement and the terms of any such other documents, the terms of this Agreement will control and prevail Integrated Agreement. This Agreement, its exhibits, and the Supplemental Agreement constitute the entire, complete, final, and fully-integrated agreement between the Parties and supersedes any and all prior or contemporaneous agreements, promises, statements, or understandings by the Parties whatsoever, whether written or oral, concerning the subject matter hereof. In the event a dispute or disagreement arises between the Parties regarding the construction, meaning, or intent of this Agreement, its exhibits, or the Supplemental Agreement, the Parties agree that all prior drafts, notes, memoranda, discussions, or other written or oral communications or documents relating to the negotiation, construction, meaning, or intent of this Agreement, its exhibits, or the Supplemental Agreement will not be offered or considered as evidence of any sort No Reliance. Plaintiff Tennison and Class Counsel, on behalf of themselves and the Settlement Class, acknowledge and agree that in entering into this Agreement, they have not relied on any statement, representation, action, or inaction by Wells Fargo or its counsel other than as expressly stated in this Agreement Agreement Mutually Drafted. The Parties acknowledge and agree that this Agreement, its exhibits, and the Supplemental Agreement are the product of mutual drafting and input by the Parties and their respective legal counsel, on an arms'-length basis and between parties of equal bargaining power. Accordingly, this Agreement, its exhibits, and the Supplemental Agreement will be construed neutrally with respect to all Parties, and no asserted ambiguity or uncertainty will be construed in favor of, or against, any Party. Page 40 of 51 Cause No. 01-L-457

43 13.05 Intent of the Parties. This Agreement, its exhibits, and the Supplemental Agreement will be construed and interpreted to effectuate the intent of the Parties, which is to provide for a complete and final resolution of all Released Claims and dismissal with prejudice of the Litigation and all Claims Successors and Assigns. This Agreement, including its exhibits and the Supplemental Agreement, shall inure to the benefit of the Parties and their respective representatives, heirs, successors, and assigns. Without limiting the generality of the foregoing, each and every covenant and agreement by the Settlement Class in this Agreement, its exhibits, and the Supplemental Agreement will be binding upon each and every Class Member individually and the Settlement Class collectively Modification. This Agreement, its exhibits, and the Supplemental Agreement can only be modified by a writing executed on behalf of each of the Parties and approved by the Court. No Party will be entitled to rely on any other attempted manner of modification, which will be void and not merely voidable Waiver. Any waiver of any rights conferred hereunder will be effective only when made by a written instrument signed by the waiving Party. The waiver by any Party of any provision or breach of this Agreement will not be deemed or construed as a waiver of any other provision or breach of this Agreement, whether prior, subsequent, or contemporaneous Choice of Law. This Agreement, its exhibits, and the Supplemental Agreement will be subject to, governed by, construed, enforced, and administered in accordance with the substantive laws of the State of Illinois, without regard to its choice-of-law or conflict-of-laws principles. Page 41 of 51 Cause No. 01-L-457

44 13.10 Consent to Jurisdiction. Without limiting the jurisdiction of the Court, the Parties and Class Counsel hereby irrevocably submit to the exclusive jurisdiction of the Court for any suit, action, proceeding, or dispute arising out of or related in any way to this Agreement or the applicability of this Agreement and its exhibits, including any suit, action, proceeding, or dispute in which any provision of this Agreement is asserted as a defense Court's Continuing Jurisdiction. Without affecting the finality of the Final Approval Order, the Court will retain continuing jurisdiction of the Parties, including (a) all Class Members, the Fee and Expense Award, the Incentive Awards, the Settlement Costs award, and the settlement benefits obtained by Class Members and the Settlement Class, and (b) all matters relating to the administration and enforcement of this Agreement and the settlement reached by the Parties, including supervision of the implementation, enforcement, construction, and interpretation of this Agreement, the Preliminary Approval Order, the Distribution Plan, any Rejection Notice, any Rejection Challenge, the Final Approval Order, the Class Distribution Order, and the Previously Collected Funds Distribution Order. Any dispute or disagreement relating to any of the foregoing subjects will be presented upon motion to, and resolved by, the Court Authorization to Enter into Agreement. The undersigned representative of Wells Fargo is fully authorized to enter into and execute this Agreement on behalf of Wells Fargo. Likewise, Plaintiff Tennison and Class Counsel are fully authorized to enter into and conduct settlement negotiations with Wells Fargo on behalf of the Settlement Class and all Class Members, and to enter into and execute this Agreement on behalf of the Settlement Class and all Class Members, subject to approval by the Court. Page 42 of 51 Cause No. 01-L-457

45 13.13 Notices. All notices between and among the Parties under this Agreement must be in writing. Each such notice will be transmitted via and a nationally recognized overnight courier service utilizing a tracking record and addressed as follows: If to Plaintiff Tennison or the Settlement Class, to: Motley Rice LLC Fred Thompson, III (fthompson@motleyrice.com) William S. Norton (bnorton@motleyrice.com) 28 Bridgeside Blvd. Mt. Pleasant, SC and Lucco, Brown, Threlkeld, & Dawson LLP J. William Lucco (BLucco@lbtdlaw.com) Christopher P. Threlkeld (CThrelkeld@lbtdlaw.com) 224 St. Louis Street Edwardsville, IL If to Wells Fargo, to: Thompson Coburn LLP David Wells (dwells(iphompsoncoburn.com) Catherine A. Schroeder (cschroeder@thompsoncoburn.com) Michael J. Morris (mmorris@thompsoncoburn.com) One US Bank Plaza, Suite 2700 St. Louis, MO Any Party may designate different or additional representatives to which notice should be directed by providing written notice to all Parties in the manner provided in this Section No Admission. Whether or not this Agreement receives Final Approval or is terminated as provided herein, the Parties expressly agree that this Agreement and its contents, including its exhibits and all other related documents and agreements, as well as any and all statements, negotiations, documents, or discussions associated with them, will not be deemed or construed to be an admission, concession, or evidence of any violation of any statute, law, contract, regulation, legal principle, liability, or wrongdoing, or the truth or merits of any of the Page 43 of 51 Cause No. 01-L-457

46 Claims, and evidence thereof will not be discoverable or used, directly or indirectly, in any way, whether in the Litigation or in any other action or proceeding Intended Beneficiaries. No provision of this Agreement will provide any rights to, or be enforceable by, any person or entity other than Wells Fargo, a Class Member, and Class Counsel. No Class Member or Class Counsel may assign or otherwise convey any right to enforce any provision of this Settlement Agreement Severability. In the event any one or more of the provisions contained in this Agreement is for any reason held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provisions if the Parties and their counsel mutually elect by written stipulation filed with the Court to proceed as if such invalid, illegal, or unenforceable provisions had never been included in this Agreement Recitals and Paragraph Headings. Each numbered paragraph of this Agreement is contractual and not merely a recital, and all recitals are incorporated by reference into this Agreement. Captions and paragraph headings are used for convenience only, are not part of this Agreement, and will not be used in interpreting or construing it No Public Statements. Following execution of this Agreement, neither Class Members, Class Counsel, nor Wells Fargo will issue any press release or make any public statement (including on social media) about the Litigation, the Claims, the Bonds, or the settlement memorialized in this Agreement beyond what is necessary to include in court filings and court appearances designed to obtain Final Approval Counterparts. This Agreement may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart will be deemed an original and, when taken together with other signed counterparts, will constitute one Agreement, Page 44 of 51 Cause No. O1-L-457

47 which will be binding upon and effective as to all Parties. Signatures sent by facsimile or in.pdf format will be deemed originals, and are fully valid and binding Costs. Except as specifically provided herein, the Parties will bear their own respective costs No Tax Advice. The Parties and their counsel are not giving and will not express any opinions or advice concerning the tax consequences of the proposed settlement to any Class Members or to the Settlement Class, and no representation or warranty in this regard is made or will be made by the Parties or their counsel. Each Class Member's tax consequences and obligations, and the determination thereof, are the sole responsibility of each and every Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each Class Member. The undersigned have executed this Agreement as of the date first above written: [Remainder of Page is Intentionally Blank] Page 45 of 51 Cause No. 01-L-457

48 a c rk4444,9r\- William Tennison STATE OF TENNESSEE COUNTY OF SHELBY " On this -day of October, 2016, before me personally appeared William Tennison, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. My Commission Expires: I I- 13-2b1(c, [Remainder of Page is Intentionally Blank] Page 46 of 51 Cause No. of-l-457

49 MOTLEY RICE LLC Date: October 17, 2016 Fred Thompsdh, III William S. Norton 28 Bridgeside Blvd. Mt. Pleasant, SC [Remainder of Page is Intentionally Blank] Page 47 of 51 Cause No. of-l-457

50 LUCCO, BROWN, THRELKELD & DAWSON, LLP Date: October 15, 2016 J. Willi Lino Christo S er P. Threlkeld 224 St. Louis Street Edwardsville, IL [Remainder of Page is Intentionally Blank] Page 48 of 51 Cause No. 01-L-457

51 WELLS FARGO BANK, N.A. Date: October 1,, 2016 Jerry E. Blakely Executive Vice-President & Group Head Specialized Lending Investment [Remainder of Page is Intentionally Blank] Page 49 of 51 Cause No. of-l-4.57

52 THOMP COBURN LLP Date: October /7, 2016 David Wells Catherine A. Schroeder Michael J. Morris One US Bank Plaza, Suite 2700 St. Louis, MO [Remainder of Page is Intentionally Blank] Page 50 of 51 Cause No. 01-L-457

53 ACKNOWLEDGMENT The Settlement Administrator acknowledges and agrees to the duties, obligations, and responsibilities expressly assigned to the Settlement Administrator in this Settlement Agreement and the Distribution Plan proposed by Class Counsel. RG/2 CLAIMS ADMINISTRATION LLC Date: October 12, 2016 William W. Wickersham, Esq. Vice President [Remainder of Page is Intentionally Blank] Page 51 of 51 Cause No. of-l-457

54 5. Attached hereto as Exhibit 4 is a true and correct copy of the RG/2 Claims Administration LLC Brochure entitled Selling a New Standard in Class Action Claims Administration. I declare under penalty of perjury that the foregoing is true and correct. DATED: October 17,

55 EXHIBIT 2

56 NERA ECONOMIC CONSULTING 20 January 2015 Recent Trends in Securities Class Action Litigation: 2014 Full-Year Review - Settlement amounts plummet in 2014, - but post-halliburton II filings rebound By Dr. Renzo Comolli and Svetlana Starykh Insight in Economics"

57 Alratirie M-00.4,11gitti: r

58 Recent Trends in Securities Class Action Litigation: 2014 Full-Year Review Settlement amounts plummet in 2014, but post-halliburton II filings rebound By Dr. Renzo Comolli and Svetlana Starykh' 20 January 2015 Introduction and Summary' Once again in 2014, the Supreme Court stole the limelight in the securities class action arena with its much-awaited decision in Halliburton v. Erica P. John Fund ("Halliburton II") at the end of June. As is well known, the Supreme Court addressed the presumption of reliance at class certification for actions alleging violation of section 10(b) of the Securities Exchange Act and held that "defendants must be afforded an opportunity before class certification to defeat the presumption through evidence that an alleged misrepresentation did not actually affect the market price of the stock."' At press time, only 3 district courts have had the opportunity to apply Halliburton II: all 3 considered defendants' arguments about price impact, but ultimately granted plaintiffs' motion for class certification. But 3 decisions are far too few to extrapolate, and the full impact of Halliburton ll on securities class actions is still to come. Nonetheless, data already tell us a few things. The number of 10b-5 filings rebounded 14% after the Halliburton II decision was issued compared to when it was pending. On the other hand, over 2014 as a whole and including all types of securities class actions into the count, the number of filings remained flat compared to recent years. Settlement amounts in 2014 plummeted. Measured by median amount, settlements have been the lowest in 10 years. Measured by average amount, settlements have dropped 38%-61%, depending on which types of class actions are considered. Moreover, average settlement amounts were actually lower after Halliburton II than in the previous part of We can ask whether that is because now some defendants who face larger or somewhat larger plaintiffs' demands are holding off, planning to avail themselves of the "no price impact" defense at class certification. 1

59 Additionally, the number of settlements was low in 2014: for the third consecutive year the number of settlements was at or close to the all-time low since the PSLRA was enacted. A new analysis of the time to resolution shows that, on average, 59% of the cases resolve (whether through settlement or dismissal) within three years from first filing. But the number of cases pending in court appears to have been increasing over the last three years, suggesting a possible slowdown of resolutions. We rounded out our analyses related to Halliburton 11 by providing statistics about the presumption of reliance pled at first filing of 10b-5 complaints in which holders of common stock were part of the proposed class. We found that fraud-on-the-market is virtually always invoked; Affiliated Ute was hardly ever invoked in 2009, while now it is invoked as an additional presumption in a large fraction of the cases. Last, in 2014 the Supreme Court also granted certiorari in a Section 11 case, Omnicare. The decision, expected for the first half of 2015, will come right on the heels of a "bumper IPO year," as 2014 as has been called. In preparation, we analyzed the historical distribution of Section 11 filings across circuits based on the question posed to the Court. 2

60 Trends in Filings' Number of Cases Filed In 2014, 221 securities class actions were filed in federal court. The annual number of securities class actions filed displayed a remarkable stability over the last 6 years: 222 were filed in 2013 and 220, on average, were filed during the period. We need to go back to 2008, to the filing peak prompted by the credit crisis, to see a substantially higher number of total filings, 247. See Figure 1. Figure 1. Federal Filings January 1996 December IPO Laddering Cases Cases, Excluding IPO Laddering cn Lg. 350 T ) LL ' ~ Filing Year 3

61 As of October 2014, 5,209 companies were listed on the NYSE, NASDAQ or AMEX; listings on those exchanges are used as an approximation for the number of companies listed in the US for the purpose of this analysis.' Given that 221 securities class actions were filed in 2014, the average probability of a company being the target of a securities class action was 4.2% in The number of listed companies has increased by about 300 between 2012 and 2014, from 4,916 to 5,209. However, this recent increase goes in the opposite direction of the trend over the years Since 1996, the number of listed companies has decreased by 3,574, or 41%, going from 8,783 to 5,209. See Figure 2. This longer trend in the number of listed companies (coupled with the number of class actions filed) has implications for the average probability of being sued, which has increased from 2.3% over the period to 4.2% in Figure 2. Federal Filings and Number of Companies Listed in United States January December ,000 Cases, Excluding WO Laddering 500 " -0- Listings - 9,000 Number of Federal F i lings , , 8, " ; 100 8,200 7,994 7,289 6,757 6,154 6,097 6,029 6,005 5,936-8,000-7,000-6,000 5, ,262 5,095 4,988 4,916 5,008 5, , , ,000 Number of Companies Listed in United States Filing Year Note: Number of companies listed in US is from Meridian Securities Markets; values are year-end; 2014 is as of October. - 1,

62 Filings by Type While the total number of securities class actions filed since 2009 has remained remarkably stable, the types of class actions filed have changed. Securities class actions alleging violations of Rule 10b-5, Section 11, and/or Section 12 are often regarded as "standard" securities class actions: they are depicted in green in Figure 3. In 2014, 168 "standard" cases were filed, an 11% increase over 2013 and a 30% increase over 2010 (the recent trough). So, while the number of "standard" cases filed in 2014 is still lower than the number filed in 2008 or during the earlier period, in recent years it has been on an upward trend. Merger objection cases filed in federal court were a focus in 2010, with 71 cases filed accounting for 31% of all securities class actions filed in that year. Since then, the number of merger objections filed at federal level has been shrinking: only 39 were filed in 2014, accounting for 18% of the securities filings last year. (Here, we count as merger objections both cases alleging violation of securities laws and cases that merely allege breach of fiduciary duty. We do not count merger objections filed in state court, which can potentially be many more.) Rounding out the total in 2014 is a variety of cases mostly alleging breach of fiduciary duty for a variety of reasons (including proxy disclosures for D80 incentive plans), but also including violations of the Trust Indenture Act of 1939, and 1 case alleging a violation of Section 5(a) of the Securities Act (and none of the "standard" allegations). See Figure 3. Figure 3. Federal Filings by Type January 2000 December si Merger Objection Cases MI Other Cases E2 Cases Alleging Violation of Any of: Rule 10b-S. Section 11, Section Filing Year Notes Before 2005, merger objections (if any) were not coded separately from 'other cases' This figure omits IPO laddering cases 5

63 Number of lob-s Cases Filed and Recent Supreme Court Cases For the third time in four years, the Supreme Court has taken the center stage in the debate over securities litigation. In Halliburton II, the Court was asked whether it should overrule or modify Basic's presumption of reliance in cases alleging violation of section 10(b) of the Securities Exchange Act and, if not, whether defendants should be afforded an opportunity to rebut the presumption at the class certification stage by showing a lack of price impact. The Court declined to overrule Basic and held that "defendants must be afforded an opportunity before class certification to defeat the presumption through evidence that an alleged misrepresentation did not actually affect the market price of the stock."6 Filings of 10b-5 class actions were slow while the Supreme Court was considering Halliburton II compared to previous experience, but rebounded after the decision. Compared to when Halliburton II was pending, the average monthly filings increased by 25% during July-November A slow December brought the post-halliburton II monthly average down somewhat, but it still remained 14% higher than when Halliburton II was before the Court. See Figure 4. It will be interesting to see whether the increased filing activity continues in We had already noted a similar pattern at the time of the Amgen decision: monthly filings were low on average while the Supreme Court was considering the case and rebound markedly after the decision was issued. Of course, while we note the temporal correlation, we are not suggesting how much, if any, of the change in the filing activity is due to these decisions since we have not considered confounding factors. Figure 4. Monthly 10b-5 Filings January 2007 December Horizontal lines are averages of monthly filings between events 2/27/13: Amgen 6/6/11: decision Halliburton I decision 11/15/13: Halliburton II 6/23/14: Halliburton II decision ' cert. granted 20 1/7/11: Halliburton I cert. granted 6/11/12: Amgen cert. granted 15 u. I 10 ids 5, Jan-07 Ju -07 Jan-08 Jul-08 Jan-09 u1-09 Jan-10 Jul-10 Jan-11 Jul-11 Jan-12 Jul-12 Jan-13 Jul- 3 Jan-14 Jul-14 Filing Month Note Monthly averages computed on the basis of monthly number of filings (regardless of day of event) 6

64 10b-5 Filings by Presumption Invoked for Reliance While Halliburton II was pending, many commentators speculated about the possible outcomes and some focused on possible strategies that the plaintiff bar could take in the event that the Supreme Court overruled Basic. Ample attention was devoted to the possibility that Affiliated Ute would become the main route to class certification should Basic be overruled. To analyze whether these comments corresponded to pleadings by the plaintiff bar, we reviewed the first available complaint for 10b-5 cases in which holders of common stock were part of the proposed class and coded whether they invoked Basic or Affiliated Ute or both. Regardless of the period in which it was filed, every complaint that we reviewed invoked Basic's fraud-on-the-market presumption.' In contrast, the fraction of complaints that also invoked Affiliated Ute increased markedly from the period that preceded the grant of certiorari in Halliburton II to the period that followed it. To represent the period preceding the grant of certiorari, we selected (somewhat arbitrarily) cases filed in That year also has the advantage of preceding Halliburton I and Amgen two other Supreme Court cases that also addressed the fraud-on-the-market presumption at class certification and possibly contributed to the finding shown here. In 2009, only 1% of the cases invoked Affiliated Ute (in addition to Basic). In contrast, 38% of the cases filed while Halliburton II was pending also invoked Affiliated Ute. See Figure 5. Moreover, Affiliated Ute has continued to be pled in addition to fraud-on-the-market in 52% of complaints even after the decision in Halliburton II was delivered and did not overrule Basic. Of course, pleading Affiliated Ute at the filing stage is relatively inexpensive; it is not clear how often certification will actually be sought on that basis. Figure 5. Presumptions of Reliance Pled at Filing Cases Alleging Violation of Rule lob-s Where Holders of Common Stock are Part of the Proposed Class During Halliburton II Post-Halliburton II 2009 November 15, 2013 through June 22, 2014 June 23, 2014 through December 31, Only Fraud-on-the-Market Both Affiliated Ute and Fraud-on-the-Market Notes: All cases where 'Affiliated Ute' appeared also pled fraud-on-the-market. Presumption coded on the basis of the first available complaint Coded Affiliated Ute only if the words 'Affiliated Ute' appeared in the complaint. Coded Fraud-on-the-Market if there was discussion of any of the following: fraud on the market, Basic v Levinson, market efficiency, or the integrity of the market price. One case where the presumption could not be determined (or possibly it was not pled) was excluded from the count. 7

65 Number of Section 11 Filings and Omnicare In 2014, the Supreme Court granted certiorari for another securities class action case, Omnicare v. Laborers District Council Construction Industry Pension Fund ("Omnicare"). The question Petitioner asked the Supreme Court to decide is "For purposes of a Section 11 claim, may a plaintiff plead that a statement of opinion was 'untrue' merely by alleging that the opinion itself was objectively wrong, as the Sixth Circuit has concluded, or must the plaintiff also allege that the statement was subjectively false requiring allegations that the speaker's actual opinion was different from the one expressed as the Second, Third, and Ninth Circuits have held?"8 Since 2006, the year in which Omnicare was filed, 73% of securities class actions alleging violation of Section 11 of the Securities Act of 1933 have been filed in one of the circuits that Petitioner states currently requires subjective falsity. That fraction is 75% in Figure 6 shows Section 11 filings, grouped by circuit in the following way: Second, Third, and Ninth in bright green at the bottom (which according to Petitioner require subjective falsity); Sixth in dark green (which according to Petitioner requires only objective wrongness); and all other Circuits in very light green on top. Interestingly, the Supreme Court decision will come on the heels of what the Financial Times has called a "bumper IPO year."9 According to Mergerstat data, 289 IPOs were conducted in 2014, more than in any year since Figure 6. Section 11 Filings Circuits Grouped by Pleading Requirement as per Petition for a Writ of Certiorari in Omnicare January 2006 December Other Circuits MI 6th Circuit nd, 3rd, and 9th Circuits 10 Number of Section 11 Filings Filing Year 8

66 Aggregate Investor Losses In addition to the number of filings, we also analyze the size of the cases filed using a measure that NERA labels "investor losses." Aggregate investor losses, as shown in Figure 7, are simply the sum of investor losses across all cases for which they can be computed. In each year, the presence or absence of a handful of cases with large investor losses determines much of the aggregate investor losses. For example, aggregate investor losses in 2011 were $248 billion, but $166 billion were associated with just 6 cases (shown in dark green). In 2014 aggregate investor losses were $154 billion, approximately the same amount as in Aggregate investor losses in 2014 and 2013 were noticeably smaller than in previous year. The difference is explained mainly by the almost complete absence of cases with very large investor losses. Figure 7. Aggregate Investor Losses ($Billion) for Federal Filings with Alleged Violations of Rule 10b-5 or Section 11, and in Which Holders of Common Stock Are Part of the Proposed Class January December 2014 Aggregate Investor Losses ($B ill ion ) $ A ' $226 $42 $ $403 $73 $71 $203.$42 $41 $i7. $20:. $197 $248 $234 Investor Losses ($Billion) i2 510 or Greater $5-$9.9 $1-$4.9 Less than Si $159 $154 $31 $68 $67 $63 $39 $31 $20r.,., $19, "$ Filing Year NERA's investor losses variable is a proxy for the aggregate amount that investors lost from buying the defendant's stock rather than investing in the broader market during the alleged class period. Note that the investor losses variable is not a measure of damages since any stock that underperforms the S&P 500 would have "investor losses" over the period of underperformance; rather it is a rough proxy for the relative size of investors' potential claims. Historically, "investor losses" have been a powerful predictor of settlement size Investor losses can explain more than half of the variance in the settlement values in our database. We do not compute investor losses for all cases included in this publication For instance, class actions in which only bonds and not common stock are alleged to have been damaged are not included The largest e,xluded groups are the IPO laddering cases and the merger objection cases NEPA reports on securities class actions published before 2012 did not include investor losses for cases with only Section 11 allegations, but such cases are included here. The calculation for these cases is somewhat different than for cases with 10b-5 calms Technically, the investor losses variable explains more than half of the variance in the logarithm of settlement size Investor losses over the class period are measured relative to the S&P 500, using a proportional decay trading model to estimate the number of affected shares of common stock We measure investor losses only if the proposed class period is at least two days 9

67 Filings by Circuit Filings continue to be concentrated in the Second and Ninth Circuits. For the fourth year in a row, the number of filings in the Second Circuit has remained around 60. See Figure 8. But the number of filings alleging violation of Rule 10b-5 in that circuit has decreased by 19% between 2013 and 2014, from 53 to 42 (not shown). In the Ninth Circuit, the number of filings decreased from 58 to 50 between 2013 and See Figure 8. But the number of filings alleging violation of Rule 10b-5 in that circuit has hardly changed over the two years, going from 40 to 39. The Third Circuit also continues to experience a relatively large number of securities class action filings, with 26 in 2014, up from 22 in See Figure 8. The change is much more pronounced in the number of filings alleging violation of Rule 10b-5, which more than doubled, going from 9 to 20. The number of filings in the Fifth Circuit has also been on an increasing trend between 2010 and 2014, from 9 to 22. See Figure 8. Filings alleging violation of Rule 10b-5, which are most impacted by the string of Supreme Court decisions Halliburton I, Amgen, Halliburton II, have also been on an increasing trend, going from 4 to 11 between 2010 and Figure 8. Federal Filings by Circuit and Year January 2010 December , 2010 E III $ , crw 50 -i ir (1) U. 1 t : 20 t I w 10 0 i2 4 ir, 1919 r' t 14 t: 13 ''''' 131 t 111': k 9 i.:p i.. DC 1st 2nd 3rd 4th 5th 6th 7th 8th 9th 10

68 Filings by Sector In 2014, the following three sectors taken together continued to account for more than half of primary defendants: health technology and services; finance; and electronic technology and services. In 2014, these sectors represented, respectively, 24%, 19% and 13% of the filings' primary defendants. See Figure 9. Figure 9. Percentage of Filings by Sector and Year January 2010 December 2014 Health Technology and Services 20% ' 77a % P.'":17:Z:41r7L7X3171".= 22% 19% 24% 3% Producer and. 6% trai,1 5% Other Manufacturing MI 5% 5% M 2012 Finance.iii."TiT4'rMj;;47:i:WtA 14% 16% 19% 30%, 2% 4% Retail Trade Mic173,;71 7% ler 7% 5% a 2013 ES 2014 Electronic Technology and Technology Services 15%.7 '"!.. 20% 70 18% elmenr!r, 19% Consumer Durables and Non-Durables 6% re % 6% arl4% Commercial and Industrial Services 4% 5% 3% 8% 10% Transportation and Utilities 8 % Consumer and. -:!-1-', '-, 7% Distribution Services.,;',, 'N'7C7j-] 8% Mini% s 9% 2% 4% Process Industries VI 1.4% 20/0 2% Energy and Non-Energy Minerals 6% : '! 7% ';..?; 11% 9% 7% 0.9% 2% Communications I 0.5% r 1.4% 1% Note. This analysis is based on the FactSet Research Systems. Inc economic sector classification Some of the FactSet economic sectors are combined for presentation 11

69 Defendants in the Financial Sector In addition to being targeted as primary defendants, companies in the financial sector are often also targeted as co-defendants. In 2014, 32% of the securities class actions filed had a defendant in the financial sector (whether primary defendant or co-defendant). That fraction represents a reversal of the trend in recent years. The fraction of filings with a financial sector defendant peaked in 2008 at 67% with the credit crisis and has been declining since then until 2013, at 23%. That fraction is 9 percentage points higher in 2014, at 32%. See Figure 10." Figure 10. Federal Cases in which Financial Institutions Are Named Defendants January 2005 December % Financial Institution is a Co-Defendant Only 90% Financial Institutions are a Primary Defendant and a Co-Defendant 80% II Financial Institution is a Primary Defendant Only Percentage of Federal F i lings 70% 67% 60% 54% 17% 50% 20% 40% - 30% - 28% 26% 63% 17% 39% 33% 32% 23% 13% 20%.8% 10% 0% 4%: 11% Filing Year 15Vi;

70 Accounting Allegations About 30% of filings included accounting allegations in 2014, up from 25% in 2013, but still lower than the recent high of 38% in See Figure 11. About 14% of 2014 filings included allegations related to restatements (as well as, potentially, other accounting allegations). That leaves 16% of filings in 2014 with accounting allegations but no restatement-related allegations. Figure 11. Accounting Allegations January 2010 December % 38% 35% Percentage of Filings 30% 25% 20% 15% 27% 30% 10% 5% 14% 2014 cases related to restatements 0%

71 Accounting Co-Defendants Only 2 securities class actions had an accounting co-defendant in 2014, and in only 1 of these 2 was the co-defendant a Big 4 firm. The declining trend in the fraction of securities class actions with an accounting co-defendant has continued in That fraction has declined from 10.6% in 2006 to 0.9% in See Figure 12. As noted in prior editions of this report, this trend might be the result of changes in the legal environment. The Supreme Court's Janus decision in 2011 restricted the ability of plaintiffs to sue parties not directly responsible for misstatements. This decision, along with the Court's Stoneridge decision in 2008, which limited scheme liability, may have made accounting firms unappealing targets for securities class action litigation. For the purposes of this Figure, we considered only co-defendants listed in the first complaint. Based on past experience, accounting co-defendants were sometimes added to later complaints. For example, 3.1% of the first complaints filed in 2011 had accounting co-defendants, while that percentage had grown to 7.5% based on the later complaints. For cases filed in 2012 and 2013, that effect seems to have vanished, though it may be too early to tell because amended complaints for those same cases may yet be filed. Figure 12. Percentage of Federal Filings in which an Accounting Firm is a Co-Defendant January 2005 December % 10% 1/15/2008: Stoneridge decision Percentage of Federal F iling s 8% 6% - 4% 8.0% 10.6% 7.2% 6.8% 6/14/2011: Janus decision 2% 0% 3.1% 2.3% 0.9% 0.9% Filing Year Notes. Coded on the basis of the first (available) complaint 14

72 Insider Sales Allegations The percentage of 10b-5 class actions that also alleged insider sales has been on a sharply decreasing trend since 2005, dropping from 49% to 14% by See Figure 13. Figure 13. Percentage of Rule 10b-5 Filings Alleging Insider Sales By Filing Year, January 2005 December % 45% i 40% 49% 45% 48% la, 35% in 30% 1 29% 0 25% 25% 25% 0 cu of co 20% 21% 19% 17% a. r) 15% 14% 10% 5% 0% Filing Year 15

73 Time to File The term "time to file" denotes the time between the end of the proposed class period and the filing date of the first complaint. Figure 14 shows three different measures of time to file: median time to file; average time to file; and percentage of cases filed within one year. All three measures indicate an acceleration of the speed of filing over the period Additionally, the average time to file, which is the measure that is most influenced by a few cases with very long time to file, has been changing more than the other two measures, suggesting that these few cases with very long time to file are becoming less frequent. Figure 14. Time to File from End of Alleged Class Period to File Date for Rule 10b-5 Cases January 2010 December El % 93% % 90% 84% 85% % I, , C/ z Percent of Cases F ile d 70% 60% - 50% - 40% - 30% % % 0 0% --- Median Time to File (Days) Average Time to File (Days) Percentage of Cases Filed within 1 Year 16

74 Analysis of Motions" NERA's statistical analysis has found robust relationships between settlement amounts and the litigation stage at which settlements occur. We track three types of motions: motion to dismiss, motion for class certification, and motion for summary judgment. For this analysis, we track securities class actions in which holders of common stock are part of the class and a violation of any of the following is alleged: Rule 10b-5 or Section 11. To correctly interpret the Figures, it is important to understand that we record the status of any motion as of the resolution of the case. For example, a motion to dismiss which had been granted but was later denied on appeal is recorded as denied, if the case settles without the motion being filed again." Outcomes of motions to dismiss and motions for class certification are discussed below. Motions for summary judgment were filed by defendants in only 8% of the securities class actions filed and resolved over the period, among those we track. Outcomes of the motions for summary judgment are available from NERA, but not shown in this edition. 17

75 Motion to Dismiss A motion to dismiss was filed in 95% of the securities class actions tracked. However, the court reached a decision on only 80% of the motions filed. In the remaining 20% of cases in which a motion to dismiss was filed, either the case resolved before a decision was taken, plaintiffs voluntarily dismissed the action, or the motion to dismiss itself was withdrawn by defendants. See Figure 15. Out of the motions to dismiss for which a court decision was reached, the following three outcomes account for the vast majority of the decisions: granted (48%),'4 granted in part and denied in part (26%), and denied (21%). See Figure 15. Figure 15. Filing and Resolutions of Motions to Dismiss Cases Filed and Resolved January 2000 December 2014 Out of All Cases Filed and Resolved Out of Cases with MTD Filed Out of Cases with MTD Decided Not Filed, 5% Granted without Prejudice, 6% Filed, 95% Court DecWon Prior to, Cae ' Resolution, 80% Note Includes cases in which a violation of Rule 10b-5 or Section 11 is alleged and in which common stock is part of the class 18

76 Motion for Class Certification and Post-Halliburton II District Court Decisions Most securities class actions were settled or dismissed before a motion for class certification was filed: 73% of cases fell into this category. The court reached a decision in only 56% of the cases in which a motion for class certification was filed. See Figure 16. Overall, therefore, only 15% of the securities class actions filed (or 56% of the 27% of cases for which a motion for class certification was filed) reached a decision on the motion for class certification. Finally, of the motions for class certification that were decided, 75% were granted and only 12% were denied. See Figure 16. As far as we could find, only three motions for class certification in 10b-5 cases were decided by district courts since the Supreme Court decided Halliburton II. They are McIntire v. China MediaExpress Holdings, Aranaz v. Catalyst Pharmaceutical Partners, and Wallace v. lntralinks. All three of these decisions considered defendants' arguments about price impact, but ultimately granted plaintiffs' motion to certify the class. Of course, three decisions are far too few to make even a guess on the ultimate impact that Halliburton II will have on future certification decisions. Both the plaintiff and the defendant bars have likely just begun exploring all the legal ramifications of Halliburton Additionally, the motion for class certification for the Erica P. John Fund v. Halliburton case itself is pending again at the district court level, but at press time the Judge has not ruled on it. Figure 16. Filing and Resolutions of Motions for Class Certification Cases Filed and Resolved January 2000 December 2014 Out of All Cases Filed and Resolved Out of Cases with MCC Filed Out of Cases with MCC Decided Mcc Withdrawnby.plaliitiffs, 2% Not Filed, 73% partialiy Grantdd!.Partially Deni0; Filed, 27% Denied, 12% Denied without Prejudice, 5% Note: includes cases in which a violation of Rule 10b-5 or Section 11 is alleged and in which common stock is part of the class. 19

77 Trends in Case Resolutions Number of Cases Settled or Dismissed Only 94 securities class actions settled in 2014, which for the third consecutive year, is at or close to the all-time low since the passage of the PSLRA.'s The number of securities class actions settled in 2014 is 26% lower than the yearly average in the period. See Figure 17. (Note that had we displayed only the number of 10b-5 settlements, we would see that for those cases the drop actually occurred one year earlier.) Dismissals of securities class actions have also been low over the last three years.16 At least 76 securities class actions were dismissed in 2014." See Figure 17. The number of cases resolved either settled or dismissed has been low for three years. Two factors can potentially contribute to the drop in the number of resolutions: a decrease in filings and a lengthening of the resolution process. We come back to the latter factor below, when discussing the trend in the number of pending cases. Figure 17. Number of Resolved Cases: Dismissed or Settled January 1996 December Dismissed Number of Federal Cases II Settled j ' :7 230 f;', :":1 F.:-1 ).,.: fi;...+ i :j f.. r 198 (i I: ; ita 1 ;,,.. i 1121, : 1 i,,.., il. :18: ",", i i 7..,., 1:!, i..."' L ''''',;' i'$8;; la01 '... "i ' pe. i L,-.',' i.., i.,. ' " 4 f-. * I.1 V.. I - (:, r Resolution Year Note Analysis excludes IPO laddenng cases Dismissals may include dismissals without prejudice and dismissals under appeal 20

78 Number of 10b-5 Cases Settled and Recent Supreme Court Cases The number of 10b-5 filings and number of 10b-5 settlements behaved differently since Halliburton IL The average monthly number of 10b-5 filings increased (as seen above, Figure 4). The average monthly number of settlements hardly changed: it was 5.4 while Halliburton II was pending at the Supreme Court level, and 5.3 since. See Figure 18. By comparison, the average monthly number of settlements increased by 21% after Amgen. While we again note a temporal correlation, we are not suggesting how much, if any, of the change in the settlement activity is due to these decisions since we have not considered confounding factors. Figure 18. Monthly 10b-5 Settlements January 2007 December Horizontal lines are averages of monthly settlements between events 1/7/11: Halliburton cert. granted 2/27/13: Amgen decision 25 6/11/12: Amgen cert. granted 6/23/14: Halliburton II decision 6/6/11: Halliburton I decision 11/15/13: Halliburton II cert. granted 10 I I I I I I Jan-07 Jul-07 Jan-08 Jul-08 Jan-09 Jul-09 Jan-10 Jul I I I I I j. I 11E11111 ill "Ilk I, 11 Jan-1 ul- 1 Jan-12 Jul-12 Jan-13 Jul-13 Settlement Month Note: Monthly averages computed on the basis of the monthly number of settlements (regardless of the day of the event) 21

79 Time to Resolution The term "time to resolution" indicates the time between filing of the first complaint and resolution (whether settlement or dismissal). We analyzed time to resolution for all securities class actions filed between 2000 and Including only class actions filed through 2010 in our analysis allows us to adopt a simple strategy to obtain numbers that are not affected by survivorship bias (the bias that would be introduced by the fact that more recently filed class actions would be observed only if they resolved quickly). As a check, we also statistically estimated a survival model including the last 4 years and found results that are qualitatively similar to those discussed here. From our analysis, we exclude IPO laddering cases and merger objection cases because the former took much longer to resolve and the latter usually much shorter. Of the securities class actions analyzed, 13% resolved in less than 1 year, 25% took between 1 and 2 years to resolve, 21% took between 2 and 3 years, 15% took between 3 and 4 years, and 26% took more than 4 years to resolve. See Figure 19. In other words, 59% of the securities class actions filed were settled or dismissed within 3 years. Figure 19. Time from First Complaint Filing to Resolution Cases Filed January 2000 December 2010 Less than 1 year 13% 1-2 years 25% 2-3 years 21% Note: Excludes 1P0 laddering cases and merger objections 22

80 Number of Cases Pending The number of securities class actions pending in the federal system shrunk from 788 in 2004 to 547 in See Figure 20. This information can be of interest on its own. Additionally, when the number of new filings is constant, the change in the number of pending cases can be indicative of whether the time to resolve is shortening or lengthening. So the change in the number of pending cases supplements the previous Figure on time to resolve. Since 2011, the number of pending cases has been increasing, reaching 653 in 2014, a 19% increase from the trough. This increase occurred over a period in which the number of filings was roughly constant thereby suggesting a slow-down of the resolution process over that period. Figure 20. Number of Pending Federal Cases v N c 500 ar "O" 400 ao 1:2 E = Note The figure excludes, in each year, cases that had been filed more than eight years earlier. The figure also excludes WO laddering cases. 23

81 Dismissal Rates Figure 21 shows the dismissal rate by filing cohort. It is calculated as the fraction of cases ultimately dismissed out of all cases filed in a given year:8 Dismissal rates have increased from 32%-36% for cases filed in to 43%-47% for cases filed in , and then to at least 45%-52% for cases filed in when most of the credit crisis related filings occurred. While dismissal rates have been on a rising trend since 2000 at least up to 2009, two opposing factors make us cautious about drawing conclusions for recent years: the large fraction of cases awaiting resolution among those filed in recent years, and the possibility that recent dismissals will be successfully appealed or re-filed. Figure 21. Status of Cases as Percentage of Federal Filings by Filing Year January 2000 December % 16% - 28% 32% 48% 74% 97% ' ', - 1 i talc% ; 1 :.! Filing Year Notes Analysis excludes IPO laddering, merger objection cases, and verdicts 111 Settled Cases Pending Dismissed Dismissals may include dismissals without prejudice and dismissals under appeal 24

82 Trends in Settlements Settlement Amounts We provide multiple statistics about settlement amounts; each provides information about a different facet of securities litigation. We begin by discussing two measures of average settlement amount and one measure of median settlement amount. In calculating all three of these measures, we exclude the IPO laddering cases, merger objections, and cases that settle with no cash payment to the class. The two measures of average settlement amount differ from each other because settlements that exceed $1 billion are excluded from the first that we present but not from the second. This year, all three measures indicate that settlement amounts plummeted in We also provide the distribution of settlement amounts and the list of top 10 settlement amounts ever. 25 www. n era.com

83 Average Settlement Amounts Average settlement amounts plummeted 38% between 2013 and 2014, according to our first measure, which excludes settlements over $1 billion. At $34 million, the average for 2014 is much lower than the average for 2013, but in line with 2012 and See Figure 22. As a further analysis of 2014 settlements, we calculated separate averages for settlements that received judicial approval before and after Halliburton II was decided. The average in the first part of the year was $40 million, while the average settlement in the second part of the year was $29 million. Last, we have added inflation-adjusted amounts to our Figure 22.'9 While the average settlement is 4.03 times as large in 2014 as in 1996 on a nominal basis, on an inflation-adjusted basis it is 2.68 times as large. Figure 22. Average Settlement Value ($Million) Excluding Settlements over $1 Billion, and Excluding IPO Laddering, Merger Objections and Settlements for $0 to the Class January 1996 December II Nominal $ Inflation Adjustment $ $ Adjusted for Inflation 40 $ $31 $31 $33 $33 $ao $34 $25 20 $13 $14 $19 $21 $16 $ 30 $40 0 $ I Settlement Year Note inflation adjustment to October 2014, based on CPi 26

84 Figure 22 and Figure 23 differ only in that Figure 22 excludes settlement amounts above $1 billion while Figure 23 includes them. Given that there was no settlement exceeding $1 billion in 2014, the 2014 average settlement amount is the same in both Figures. On the other hand, in 2013 a settlement that exceeded $1 billion did receive judicial approval (BofA Merrill, see Table 1 below). Thus, the average settlement amount in 2013 is even higher under this measure, $86 million, than it was under the previous measure and the decrease from 2013 to 2014 even more pronounced at 61% under this second measure than under the first. Figure 23. Average Settlement Value ($Million) Excluding IPO Laddering, Merger Objections and Settlements for $0 to the Class January 1996 December Nominal $ $117 Inflation Adjustment $ Adjusted for Inflation $86 $94 $ i 60 $59 $59 $45 $46 $ ci $80 $31 $31 $25 $19 $21 $20 $13 $14 m iii Settlement Year Note Inflation adjustment to October based on CPI. 27

85 Median Settlement Amounts The median settlement amount in 2014 was $6.5 million, the lowest median settlement in ten years. See Figure 24. Similar to the average, the median also showed a sharp decrease between 2013 and 2014, but given that medians are more robust to extreme values than averages, the decrease in median amount over the two years is smaller at 29%. On an inflation-adjusted basis, 2014 median settlement was the third-lowest since the passage of the PSLRA: only in 1996 and in 2001 were median settlement amounts lower on an inflationadjusted basis. Figure 24. Median Settlement Value ($Million) Excluding IPO Laddering, Merger Objections and Settlements for $0 to the Class January 1996 December 2014 II Nominal $ Inflation Adjustment $ Adjusted for Inflation $11.9 $ $9.4 $10.1 $9.9 $9.4 $9.3 $8.8 $9.3 $7.7 $ H 6 $5.6 $6.6 $7.1 $6.9 $6.8 $6.0 $6.6 $ Settlement Year Note: Inflation adjustment to October 2014; based on CPI. 28

86 Distribution of Settlement Amounts The fraction of cases settled for less than $10 million was larger in 2014 than at any time during the previous four years: 58% of the approved settlements were for amounts in that range. The fraction of cases that settled in the $10-$20 million range (the second-lowest range) also increased compared to See Figure 25. Consistent with Figures 23 and 24, Figure 25 excludes settlements in merger objection cases and in cases that settled with no cash payment for the class.2 Figure 25. Distribution of Settlement Values Excluding Merger Objections and Settlements for $0 to the Class January 2010 December % 2010 j III %.41, 50% -4 re" -0 40% J / a. 20% 41%: 10% 29% ;. Firy, 1' ; 14%.: % 16(0.7v 0% Less Than $10 $10-$19.9 $20-$49.9 Note: IPO laddering cases are not relevant for this figure because they settled in 2009 Size of Settlement Value ($MM) $50-$99.9 $100 or Greater 29

87 The Ten Largest Settlements of Securities Class Actions of All Time The ten largest settlements of securities class actions of all time are shown in Table 1. No 2014 settlement made the top 10. The newest addition is the settlement approved in 2013 associated with Bank of America's acquisition of Merrill Lynch. Table 1. Top 10 Securities Class Action Settlements (As of December 31, 2014) Ranking Case Name Settlement Years Total Settlement Value ($MM) Financial Accounting Plaintiffs' Attorneys' Institutions Firms Fees and Expenses Value Value Value ($MM) ($MM) ($MM) 1 ENRON Corp $7,242 $6,903 $73 $798 2 WorldCom, Inc $6,196 $6,004 $103 $530 3 Cendant Corp $3,692 $342 $467 $324 4 Tyco International, Ltd $3,200 No codefendant $225 $493 5 In re AOL Time Warner Inc $2,650 No codefendant $100 $151 6 Bank of America Corp $2,425 No codefendant No codefendant $177 7 Nortel Networks (I) 2006 $1,143 No codefendant $0 $94 8 Royal Ahold, NV 2006 $1,100 $0 $0 $170 9 Nortel Networks (II) 2006 $1,074 No codefendant $0 $89 10 McKesson HBOC, Inc $1,043 $10 $73 $88 Total $29,764 $13,259 $1,040 $2,

88 Aggregate Settlements We use the term "aggregate settlements" to denote the total amount of money to be paid as settlement by (non-dismissed) defendants based on the court approved settlements during a year. Aggregate settlements were $2.6 billion in 2014, much less than the $6.6 billion approved in See Figure 26. This Figure illustrates that, over the years, much of the large fluctuations in aggregate settlements have been driven by settlements over $1 billion. In contrast, settlements under $10 million, despite often accounting for about one-half of the number of settlements in a given year, account for a very small fraction of aggregate settlements. Figure 26. Aggregate Settlement Value ($Billion) by Settlement Size January December 2014 $12 Aggregate Settlement by the Following Settlement Sizes $ $1BB or Greater $10 $500mm - $999MM $10.0 $11.6 Aggregate Settlement Value ($B ill ion ) $9 sloomm - $499MM $8.7 $10MM - $99MM $8 $7.5 Less than $10MM $7 $6.6 $6 $5.0 $5 $4.5 $5.1 $0.9 $4 $3 $2.6 $2 i $1.1 $1 I Mizt $0.4' $0 $0 $1.2 $1.4 $1. 3 $1.8 $3.1 I: ppp 0 :, 9 $2.1 $0.6.4 $0.3, 50.3., 50.3, 5073_ 0.3 $0'7 :4= S1:4 -$:14 $3.3 $2.7 $ Settlement Year 31

89 Investor Losses versus Settlements As noted above, our investor losses measure is a proxy for the aggregate amount that investors lost from buying the defendant's stock rather than investing in the broader market during the alleged class period. In general, settlement size grows as investor losses grow, but the re ationship is not linear. Settlement size grows less than proportionately with investor losses, based on analysis of data from 1996 to Small cases typically settle for a higher fraction of investor losses (i.e., more cents on the dollar) than larger cases. For example, the median ratio of settlement to investor losses was 17.9% for cases with investor losses of less than $20 million, while it was 0.7% for cases with investor losses over $10 billion. See Figure 27. Our findings about the ratio of settlement amount to investor losses should not be interpreted as the share of damages recovered in settlement but rather as the recovery compared to a rough measure of the "size" of the case. Figure 27. Median of Settlement Value as a Percentage of Investor Losses By Level of Investor Losses; January 1996 December 2014 Settlement Value as a Percentage of Investor Losses 0% - Less than $20-$49 $50-$99 $100-$199 $200-$399 $400-$599 $600-$999 $1,000- $5,000- $10,000 or $20 $4,999 $9,999 Greater Note Excludes settlements for $0 to the class Investor Losses ($Million) 32

90 Median Investor Losses Over Time Median investor losses for settled cases have been on an upward trend since the passage of the PSLRA. As just described, the median ratio of settlement size to investor losses decreases as investor losses increase. Over time, the increase in median investor losses has corresponded to a decreasing trend of the median ratio of settlement to investor losses. Of course, there are year-to-year fluctuations. The median ratio of settlements to investor losses decreased from 1.9% in 2013 to 1.8% in See Figure 28. Additionally the median ratio was 1.4% post-halliburton II suggesting that cases are settling for less. It is going to be interesting to see whether this trend continues in Figure 28. Median Investor Losses and Median Ratio of Settlement to Investor Losses By Settlement Year; January 1996 December $ $584 Median Investor Losses ($MM) Na $64 $94 $119 $ Settlement Year 33

91 Plaintiffs' Attorneys' Fees and Expenses Usually, plaintiffs' attorneys' remuneration is awarded as a fraction of any settlement amount in the forms of fees, plus expenses. Figure 29 depicts plaintiffs' attorneys' fees and expenses as a proportion of settlement values. The data shown in this Figure exclude settlements for merger objection cases and cases with no cash payment to the class. In Figure 29, we illustrate two patterns: 1) Typically, fees grow with settlement size but less than proportionally (i.e., the fee percentage shrinks as the settlement size grows). 2) Fee percentages have been decreasing over time, except for fees awarded on very large settlements. First, to illustrate that the fee percentage typically shrinks as settlement size grows, we grouped settlements by settlement value and report median fee percentage for each group. Focusing on the period (the right portion of the Figure), we see that for settlements below $5 million, median fees represented 30% of the settlement; these percentages generally fall with settlement size, reaching 9.6% in fees for settlements above S1 billion. Second, to illustrate that fee percentages have been decreasing over time (except for very large settlements), we report our findings both for the period and for the sub-period The comparison shows that fee percentages have decreased for settlements up to $500 million in the late sub-period. For settlements above $500 million, fees have increased. Figure 29. Median of Plaintiffs' Attorneys' Fees and Expenses, by Size of Settlement Settlement Value Percentage of Settlement Value ($ Million) Percentage of Settlement Value >=1, % 17.7% 0: 17 0% Fs >=500 and <1,000 >=100 and <500 % 19.2% >=25 and <100 3% 27.3% >=10 and < io 30.2% = '---.) >=5 and <10 9% 32.9% 38.5% I51%' <5 4:2Vol 34.2% 131 Median Fees,' Median Expenses Notes Excludes merger objection cases and cases with no cash payment to the class 34

92 Aggregate Plaintiffs' Attorneys' Fees and Expenses Aggregate plaintiffs' attorneys' fees and expenses are the sum of all fees and expenses that plaintiffs' attorneys receive for all securities class actions that receive judicial approval in one year. Aggregate plaintiffs' attorneys' fees and expenses were $619 million in 2014, down almost in half since 2013 and mirroring the decrease in settlement amounts discussed above. See Figure 30. Note that this Figure differs from the other Figures in this section, because it includes in the aggregate those fees and expenses that plaintiffs' attorneys receive for settlements in which no cash payment was made to the class. (This inclusion is a methodological change compared to last year's edition of this report). Figure 30. Aggregate Plaintiffs' Attorneys' Fees and Expenses by Settlement Size January December 2014 $1,800 $1,600 "E $1, $1,200 Q, $1,000 x -0 ra $ rn an ct $600 Aggregate Plaintiffs' Attorneys' Fees and Expenses by the Following Settlement Sizes ($ Million) II $1,000 or Greater II 5500 $999 9 a $ Less Than $10 $400 $354 $321 1$40 ; pa] $200 $124 $225 $0 $126 $ $379 t538) $ Frvi $267 $341 $75 $ $708 63j $ i $226 $96 T $ $1,276 $1, $1,576 $1,164 $487 $2 6":1 1 ~ rata $A 000 Dr's <:x.. LA. 5482, -...4, 490!.1 ' J'l ' $340 $364 $315 $314 $251 $ $278! I i :.- p "6j.. I $227 ;.,...,. ".:,,i 1:. :.: :-,.., '.. $293...,.::.1 $81 $108 $102 $108 $90 $90 $101 $81 $ "--- 1$.8'74.., $25:: I'.$139 " 86r! Settlement Year 35

93 Trials Very few securities class actions reach the trial stage and even fewer reach a verdict. Table 2 summarizes the outcome for all federal securities class actions that went to trial among the 4,435 that were filed since the PSLRA. Only 21 have gone to trial and only 15 have reached a verdict or a judgment. This year, a trial was held in the case In re Longtop Financial Technologies Securities Litigation. A former executive of the Chinese software company was the only defendant left in the case. The jury reached a verdict for plaintiffs. As of press time, no post-trial motion or appeal has been filed. Table 2. Post-PSLRA Securities Class Actions That Went to Trial As of December 31, 2014 Appeal and Post-Trial Proceedings Case Name Federal Circuit File Year Trial Start Year Verdict Date of Last Decision Outcome Verdict or Judgment Reached In re Health Management, Inc. Securities Litigation verdict in favor of defendants 2000 Koppel, et al v Corporation, et al Verdict in favor of defendants 2002 Settled during appeal Judgment of the District Court in favor of defendants was affirmed on appeal In re JDS Uniphase Corporation Securities Litigation Verdict in favor of defendants Joseph 1 Milkowski v. Thane Intl Inc, et al Verdict in favor of defendants 2010 Judgment of the District Court in favor of defendants was affirmed on appeal In re American Mutual Funds Fee Litigation Judgment in favor of defendants 2011 Judgment of the District Court in favor of defendants was affirmed on appeal Claghorn, et al v. EDSACO, Ltd., et al Verdict in favor of plaintiffs 2002 In re Real Estate Associates Limited Verdict in favor of plaintiffs 2003 Partnership Litigation Settled after verdict Settled during appeal In re Homestore.com, Inc. Securities Litigation Verdict in favor of plaintiffs In re Apollo Group, Inc. Securities Litigation Verdict in favor of plaintiffs 2012 In re BankAtlantic Bancorp, Inc. Securities Litigation Verdict in favor of plaintiffs 2012 Judgment of the District Court in favor of defendants was overturned and jury verdict reinstated on appeal; case settled thereafter Judgment of the District Court in favor of defendants was affirmed on appeal In re Longtop Financial Technologies Securities Litigation Verdict in favor of plaintiffs In re Clarent Corporation Securities Litigation Mixed verdict In re Vivendi Universal, S.A. Securities Litigation Mixed verdict Jaffe v. Household Intl Inc, et al Mixed verdict In re Equisure, Inc. Sec, et al v., et al Default judgment Settled with at Least Some Defendants before Verdict Goldberg, et al v. First Union National, et al Settled before verdict In re AT&T Corporation Securities Litigation Settled before verdict In re Safety Kleen, et al v. Bondholders Litigati, et al Partially settled before verdict, default judgment White v. Heartland High-Yield, et al Settled before verdict In re Globalstar Securities Litigation Settled before verdict In re WorldCom, Inc. Securities Litigation Settled before verdict Note: Data are from case dockets and news. 36

94 Notes 2 This edition of NERA's research on recent trends in securities class action litigation expands on previous work by our colleagues Lucy Allen, the late Frederick C. Dunbar, Vinita M. Juneja, Sukaina Klein, Denise Neumann Martin, Jordan Milev, John Montgomery, Robert Patton, Stephanie Plancich, David I. Tabak and others. The authors also thank Lucy Allen and David Tabak for helpful comments on this edition. In addition, we thank current and past researchers in NERA's Securities and Finance Practice for their valuable assistance. These individuals receive credit for improving this paper; all errors and omissions are ours. Data for this report are collected from multiple sources, including RiskMetrics Group's Securities Class Action Services (SCAS), complaints, case dockets, Dow Jones Factiva, Bloomberg Finance L.P., FactSet Research Systems, Inc., SEC filings, and the public press. lo Number of IPOs on US exchanges, excluding ADRs, from Mergerstat through FactSet Research Systems, Inc. 11 The percentages of federal cases in which financial institutions are named as defendants are computed on the basis of the first available complaint. 12 Cases for which investor losses are not calculated are excluded from the statistics shown in this section. The largest excluded groups are IPO laddering cases and merger objection cases. 13 Moreover, it is possible that there are some cases that we have categorized as resolved that are, or will in the future, be subject to appeal. 14 These are cases in which the language of the docket or decision referred to the motion being granted in its entirety or simply "granted," but not cases in which the motion was explicitly granted without prejudice. 3 HalMurton Co. v. Erica P John Fund, Inc., 134 S. Ct. 2398, 2412 (2014). 4 NERA tracks class actions filed in federal courts that involve securities. Most of these cases allege violations of federal securities laws; others allege violation of common law, including breach of fiduciary duty, as with some merger objection cases; still others are filed in US Federal court under foreign or state law. If multiple such actions are filed against the same defendant, are related to the same allegations, and are in the same circuit, we treat them as a single filing. However, multiple actions filed in different circuits are treated as separate filings. If cases filed in different circuits are consolidated, we revise our count to reflect that consolidation. Therefore, our count for a particular year may change over time. Different assumptions for consolidating filings would likely lead to counts that are directionally similar but may, in certain circumstances, lead observers to draw a different conclusion about short-term trends. The October data are the most recent available from Meridian Securities Markets at press time. 6 Halliburton Co. v Erica P John Fund, inc., 134 S. Ct (2014). 7 There was only 1 potential exception: a case in which it was not clear to us what presumption, if any, was invoked; this case was excluded from our analysis. 8 Petition for a writ of certiorari, Omnicare v Laborers District Council Construction Industry Pension Fund, October 4, Unless otherwise noted, tentative settlements (those yet to receive court approval) and partial settlements (those covering some but not all non-dismissed defendants) are not included in our settlement statistics. We define "Settlement Year" as the year of the first court hearing related to the fairness of the entire settlement or the last partial settlement. 16 Here the word "dismissed" is used as shorthand for all cases resolved without settlement: it includes cases in which a motion to dismiss was granted (and not appealed or appealed unsuccessfully), voluntary dismissals, and cases terminated by a successful motion for summary judgment or an unsuccessful motion for class certification. The majority of these cases are those in which a motion to dismiss was granted. 17 It is possible that not all our sources have updated the dismissal status yet. Thus, more cases may have been dismissed in 2014 than we include in our counts at press time. 18 See footnote 16 for the definition of "dismissed." The dismissal rates shown here do not include resolutions for IPO laddering cases, merger objection cases, or cases with trial verdicts. When a dismissal is reversed, we update our counts. 19 We used a simple CPI adjustment, to October 2014 (the latest data available at press time). 20 IPO laddering cases are not relevant for Figure 27, because that Figure starts in 2010, while IPO laddering cases settled in Andrew Bolger, "Warning signs appear after bumper IPO year," Financial Times, 26 December

95 About NERA NERA Economic Consulting ( is a global firm of experts dedicated to applying economic, finance, and quantitative principles to complex business and legal challenges. For over half a century, NERA's economists have been creating strategies, studies, reports, expert testimony, and policy recommendations for government authorities and the world's leading law firms and corporations. We bring academic rigor, objectivity, and real world industry experience to bear on issues arising from competition, regulation, public policy, strategy, finance, and litigation. NERA's clients value our ability to apply and communicate state-of-the-art approaches clearly and convincingly, our commitment to deliver unbiased findings, and our reputation for quality and independence. Our clients rely on the integrity and skills of our unparalleled team of economists and other experts backed by the resources and reliability of one of the world's largest economic consultancies. With its main office in New York City, NERA serves clients from more than 25 offices across North America, Europe, and Asia Pacific. Contacts For further information, please contact: Dr. Renzo Comolli Senior Consultant New York: renzo.comolli@nera.com Svetlana Starykh Senior Consultant New York: White Plains: svetlana.starykh@nera.com The opinions expressed herein do not necessarily represent the views of NERA Economic Consulting or any other NERA consultant.

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97 EXHIBIT 3

98 SHAREHOLDER AND SECURITIES FRAUD RESUME MotleyRice LLC ATTORNEYS AT LAW

99 Founded as a trial lawyers' firm with a complex litigation focus by Ron Motley, Joe Rice and nearly 50 other lawyers, Motley Rice LLC has become one of the nation's largest plaintiffs' law firms. Motley Rice LLC ("Motley Rice") is led by lawyers who received their training and trial experience in complex litigation involving in-depth investigations, discovery battles and multi-week trials. From asbestos and tobacco to counter-terrorism and human rights cases, Motley Rice attorneys have shaped developments in U.S. jurisprudence over several decades. Shareholder litigation has earned an increasing portion of our firm's focus in recent years as threats to global retirement security have increased. Motley Rice seeks to create a better, more secure future for pensioners, unions, government entities and institutional investors through improved corporate governance and accountability. APPROACH TO SECURITIES LITIGATION As concerns about our global financial system have intensified, so has our focus on securities litigation as a practice area. As one presenter at the 2009 International Foundation of Employee Benefit Plans annual conference noted, "2008 likely will go down in history as one of the worst years for retirement security in the United States." Our securities litigation philosophy is straightforward - obtain the best possible results for our clients and any class of investors we represent. Unlike some other firms, we are extremely selective about the cases that we recommend our clients pursue, recognizing that many securities fraud class action cases filed each year are unworthy of an institutional investor's involvement for a variety of reasons. Our attorneys have substantial experience analyzing securities cases and advising institutional investor clients, whether to seek lead-plaintiff appointment (alone or with a similarly-minded group), remain an absent class member, or consider an opt-out case based on the particular factual and legal circumstances of the case. When analyzing new filings, our attorneys draw upon their securities, business, and litigation experience, which is supplemented by our in-house team of paralegals and business analysts. In addition, the firm has developed close working relationships with widely-respected forensic accountants and expert witnesses, whose involvement at the earliest stages of complex cases can be critical to determining the best course of action. If Motley Rice believes that a case deserves an institutional investor's involvement, we provide our clients with a detailed written analysis of potential claims and loss-recoupment strategies. Motley Rice attorneys have secured important corporate governance reforms and returned money to shareholders in shareholder derivative cases, served as lead or co-lead counsel in several significant, multi-million dollar securities fraud class actions, and taken leadership roles in cases involving fiduciaries who failed to maximize shareholder value and fulfill disclosure obligations in a variety of merger and acquisition cases. Ak MotleyRice ATTORNEYS AT LAIN

100 BACKGROUND IN COMPLEX LITIGATION Asbestos Litigation From the beginning, our lawyers were integral to the story of how "a few trial lawyers and their asbestos-afflicted clients came out... to challenge giant asbestos corporations and uncover the greatest and longest business cover-up of an epidemic disease, caused by a product, in American history.' In addition to representing thousands of workers and family members impacted by asbestos, Motley Rice has represented numerous public entities, including Canadian provincial compensation boards in subrogation actions and many state subdivisions in property-damage cases. Our attorneys have litigated claims alleging various insurers of asbestos defendants engaged in unfair settlement practices in connection with the resolution of underlying asbestos personal injury claims. This litigation resulted in, among other things, an eleven-state settlement with Travelers Insurance Company. Tobacco Master Settlement Agreement In the 1990s, Motley Rice attorneys and more than half of the states' attorneys general took on the tobacco industry. Armed with evidence acquired from whistleblowers, individual smokers' cases and tobacco liability class actions, the attorneys led the campaign in the courtroom and at the negotiation table to recoup state healthcare funds and exact marketing restrictions from cigarette manufacturers. Through the litigation, "a powerful industry was forced by U.S. courts to reveal its internal documents, documents that explain what nine tobacco companies knew, when they knew it and what they concealed from the public about their dangerous product."2 The effort resulted in significant restrictions on cigarette marketing to children and culminated in the S246 billion Master Settlement Agreement, the largest civil settlement in U.S. history. Anti-Terrorism and Human Rights In In re Terrorist Attacks on September 11, 2001, Motley Rice attorneys brought a landmark lawsuit against the alleged private and state sponsors of al Qaeda and Osama bin Laden in an action filed on behalf of more than 6,500 victims, family members, survivors, and those killed on 9/11 including the representation of more than 900 firefighters and their families. In prosecuting this action, Motley Rice has undertaken a global investigation into terrorism financing. In keeping with Motley Rice co-founder Ron Motley's "no stone left unturned" discovery philosophy, more was spent in the first 18 months of our investigation of al Qaeda's financing than the $15 million budgeted by the U.S. Congress for the entire 9/11 Commission.' At the request of victims' families and survivors of the 9/11 terrorist attacks, our attorneys also initiated another legal action against the airline industry for security lapses in In re September 11 Litigation. Representing 56 families that opted out of the Victim Compensation Fund, Motley Rice attorneys eventually negotiated settlements far beyond the precedents existing at the time for wrongful death cases against the airline industry. BP PLC Oil Spill Litigation In April 2010, the Deepwater Horizon disaster spilled approximately 4.9 million gallons of oil into the water, killed 11 oil rig workers, devastated the Gulf's natural resources and profoundly harmed the economic and emotional well-being of hundreds of thousands of people. The Deepwater Horizon Economic and Property Damages Settlement is the largest civil class action settlement in U.S. history. Motley Rice co-founder Joseph Rice is a Plaintiffs' Steering Committee member and served as one of the primary negotiators of that Settlement and the Medical Benefits Settlement. 'Ralph Nader, commenting on the story told by the book Outrageous Misconduct. 'World Health Org., The Tobacco Industry Documents: What They Are, What They Tell Us, and How to Search Them, (July 2004), available at As explained in this guide, documents obtained by Motley Rice lawyers during the state of Mississippi's lawsuit against the industry comprise a distinct 54,000-document collection. Id. at 21. 'The National Commission on Terrorist Attacks Upon the United States, available at: 2 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

101 Securities Fraud Class Actions Bennett v. Sprint Nextel Corporation, No. 2:09-cv EFM- KMH (D. Kan.). As co-lead counsel, Motley Rice represented the PACE Industry Union-Management Pension Fund (PIUMPF) and two other institutional investors who purchased Sprint Nextel common stock between October 26, 2006 and February 27, The class action complaint alleged that the defendants made materially false and misleading statements regarding Sprint's business and financial results. As a result, the complaint alleged that Sprint stock traded at artificially inflated prices during the class period and that, when the market learned the truth, the value of Sprint's shares plummeted. In August 2015, the court granted final approval to a $131 million settlement. Alaska Electrical Pension Fund v. Pharmacia Corp., No (D.N.J.). Motley Rice served as co-class counsel in federal securities fraud litigation alleging that the defendants misrepresented clinical trial results of Celebrex to make its safety profile appear better than rival drugs. In January 2013, the lawsuit settled in mediation for $164 million. Minneapolis Firefighters' Relief Association v. Medtronic, Inc., No (PAM/AJB) (D. Minn.). Motley Rice is co-lead counsel for a class of investors who purchased Medtronic common stock in this case that survived the defendants' motion to dismiss. The suit alleges that Medtronic engaged in a pervasive campaign of illegal off-label marketing in which the company advised doctors to use Medtronic's Infuse Bone Graft in ways not FDA-approved, leading to severe complications in patients. Medtronic's stock price dropped significantly after investors learned that the FDA and Department of Justice were investigating Medtronic's offlabel marketing. The $85 million settlement was approved on Nov. 8, South Ferry LP /12 v. Killinger, No. C C-(W.D. Wash.) (regarding Washington Mutual). Motley Rice served as co-lead counsel on behalf of a class of investors who purchased WaMu common stock between April 15, 2003, and June 28, The suit alleged that WaMu misrepresented its ability to hedge risk and withstand changes in interest rates, as well as its integration of differing technologies resulting from various acquisitions. The Court granted class certification in January 2011 and approved the $41.5 million settlement on June 5, City of Sterling Heights General Employees' Retirement System v. Hospira, Inc., No. 11 C 8332 (N.D. III.). Motley Rice serves as co-lead counsel representing investors in this lawsuit against Hospira, the world's largest manufacturer of generic injectable pharmaceuticals, including generic acute-care and oncology injectables and integrated infusion therapy and medication management systems. The lawsuit alleges that Hospira and certain executive officers engaged in a fraudulent scheme to artificially inflate the company's stock price by concealing significant deteriorating conditions, manufacturing and quality control deficiencies at its largest manufacturing facility located in Rocky Mount, N.C., and the costly effects of these deficiencies on production capacity. These deteriorating conditions culminated in a series of regulatory actions by the FDA which the defendants allegedly misrepresented to their investors. The case settled for $60 million in In re Hewlett-Packard Co. Securities Litigation, No. SACV AG (RNBx) (C.D. Cal.). Motley Rice served as co-lead counsel representing investors who purchased Hewlett- Packard common stock between November 22, 2010 and August 18, The lawsuit alleged that Hewlett-Packard misled investors about its ability to release over a hundred million webos-enabled devices by the end of After Hewlett- Packard abandoned webos development in August 2011, the company's stock price declined significantly. The court granted final approval to a $57 million settlement on September 15, In re Dell, Inc. Securities Litigation, No. A-06-CA-726-SS (W.D. Tex.). Motley Rice was appointed lead counsel for the lead plaintiff, Union Asset Management Holding AG, which sued on behalf of a class of purchasers of Dell common stock. The suit alleged that Dell and certain senior executives lied to investors and manipulated financial announcements to meet performance objectives that were tied to executive compensation. The defendants' alleged fraud ultimately caused the price of Dell's stock to decline by over 40 percent. After the case was dismissed by the district court, Motley Rice attorneys launched an appeal to the Fifth Circuit Court of Appeals. After fully briefing the case and oral arguments, the parties settled the case for $40 million. In re MBNA Corporation Securities Litigation, No. 05-CV GMS (D. Del.). Motley Rice served as co-lead counsel on behalf of investors who purchased MBNA common stock. The suit alleged that MBNA manipulated its financial statements in violation of GAAP, and MBNA executives sold over one million shares of stock based on inside information for net proceeds of more than $50 million, knowing these shares would drop in value once MBNA's true condition was revealed to the market. The case was settled with many motions pending. The $25 million settlement was approved on October 6, In re NPS Pharmaceuticals, Inc. Securities Litigation, No. 2:06-cv PGC-PMW (D. Utah). Motley Rice represented the lead plaintiff as sole lead counsel in a class action brought on behalf of stockholders of NPS Pharmaceuticals, Inc., concerning the drug PREOS. NPS claimed that PREOS would be a "billion dollar drug" that could effectively treat "millions of women around the world who have osteoporosis." The complaint alleged fraudulent misrepresentations regarding PREOS's efficacy, market potential, prospects for FDA approval and dangers of hypercalcimic toxicity. The case settled after the lead plaintiff moved for class certification and the parties engaged in document production and protracted settlement negotiations. The $15 million settlement was approved on June 18, Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 3

102 In re Citigroup Inc. Securities Litigation, No. 07 Civ (SHS) (DCF) (S.D.N.Y.). Motley Rice served as co-counsel in this securities fraud action alleging that Citigroup responded to the widely-known financial crisis by concealing both the extent of its ownership of toxic assets most prominently, collateralized debt obligations (CDO) backed by nonprime mortgages and the risks associated with them. By alleged misrepresentations and omissions of what amounted to more than two years of income and an entire significant line of business, Citigroup allegedly artificially manipulated and inflated its stock prices throughout the class period. Citigroup's alleged actions caused its stock price to trade in a range of $42.56 to $56.41 per share for most of the class period. These disclosures helped place Citigroup in serious danger of insolvency, a danger that was averted only through a $300 billion dollar emergency government bailout. On August 1, 2013, the Court approved the settlement resolving all claims in the Citigroup action in exchange for payment of $590 million for the benefit of the class. Cornwell v. Credit Suisse Group, No. 03 Civ (VM) (S D.N Y ) Motley Rice served as co-counsel in an action against Credit Suisse Group alleging the defendants issued materially false and misleading statements regarding the company's business and financial results and failed to write down impaired securities containing mortgage-related debt. Subsequently, Credit Suisse's stock price relative to other market events declined 2.83 percent when impaired securities came to light. A $70 million settlement was approved in July In re Forest Laboratories, Inc. Securities Litigation, No. 05 Civ (RMB)(S.D.N.Y.). Motley Rice represented PIUMPF in a securities fraud class action alleging that the company and its officers misrepresented the safety, efficacy, and side effects of several drugs. Motley Rice, in cooperation with other class counsel, helped the parties reach a $65 million settlement that was approved on May 15, Hill v. State Street Corporation, No. 09-cv NG (D. Mass.). Motley Rice represents institutional investors as co-lead counsel against State Street. The action allegesthat State Street defrauded institutional investors - including the state of California's two largest pension funds, California Public Employees' Retirement System (CaIPERS) and California State Teachers' Retirement System (CaISTRS) by misrepresenting its exposure to toxic assets and overcharging them for foreign exchange trades. A $60 million settlement was approved January 8, In re Synovus Financial Corp., No. 1:09-cv (N D Ga.). Motley Rice and our client, Sheet Metal Workers' National Pension Fund, serve as court-appointed co-lead counsel and co-lead plaintiff for investors in Synovus Financial Corp. The lawsuit alleges that the bank artificially inflated its stock price by concealing its troubled lending relationship with the Sea Island Company, a resort real estate and hospitality company to whom Synovus allegedly made hundreds of millions of dollars of "insider loans" with "little more than a handshake" facilitated by personal relationships among certain senior executives and board members. In 2014, the court approved a final settlement of $11.75 million. In re Molson Coors Brewing Co. Securities Litigation, No. 1:05- cv (D. Del.). Motley Rice served as co-lead counsel for co-lead plaintiffs Drywall Acoustic Lathing and Insulation Local 675 Pension Fund and Metzler Investment GmbH in litigation against Molson Coors Brewing Co. and several of its officers and directors. The lawsuit alleged that, following the February 9, 2005, merger of Molson, Inc. and the Adolph Coors Company, the defendants fraudulently misrepresented the financial and operational performance of the combined company prior to reporting a net loss for the first quarter of Following protracted negotiations, the parties reached a $6 million settlement in May Marsden v. Select Medical Corporation, No. 04-cv-4020 (E. D. Pa.) Motley Rice served as co-lead counsel on behalf of stockholders of Select Medical, a healthcare provider specializing in longterm care hospital facilities. The suit alleged that Select Medical exploited its business structure to improperly maximize Medicare reimbursements, misled investors and that the company's executives engaged in massive insider trading for proceeds of over $100 million. A $5 million settlement was reached and approved on April 15, Welmon v. Chicago Bridge & Iron Co., N.V., No. 06-CV (JES) (S.D.N.Y). Motley Rice represented the co-lead plaintiff in this case that alleged that the defendants issued numerous materially false and misleading statements which caused CB&I's securities to trade at artificially inflated prices. The litigation resulted in a $10.5 million settlement that was approved on June 3, Ross v. Career Education Corp. No. 1:12-cv (N.D. III.). On April 16, 2014, the U.S. District Court for the Northern District of Illinois issued an order granting final judgment and dismissing with prejudice Ross v. Career Education Corp. Motley Rice served as co-lead counsel in the lawsuit, which alleged that Career Education and certain of its executive officers violated the federal securities laws by misleading the company's investors about its placement practices and reporting. The court approved a final settlement of $27.5 million. City of Brockton Retirement System v. Avon Products, Inc., No 11 Civ (PGG) (S.D.N.Y.) Motley Rice serves as sole lead counsel representing lead plaintiffs in a class action on behalf of all persons who acquired Avon common stock between July 31, 2006 and Oct. 26, The action alleges that the defendants falsely assured investors they had effective internal controls and accounting systems, as required under the Foreign Corrupt Practices Act (FCPA). In October 2008, Avon disclosed that it had begun an investigation into possible FCPA violations in China in June The action alleges that, unbeknownst 4 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

103 to investors, Avon had an illegal practice of paying bribes in violation of the FCPA extending as far back as 2004 and which continued even after its October 2008 disclosure. Despite its certifications of the effectiveness of its internal controls, Avon's internal controls were allegedly severely deficient, allowing the company to engage in millions of dollars of improper payments in more than a dozen countries. A settlement is pending court approval. In re UBS AG Securities Litigation, No.07 Cov (RJS) (S.D.N.Y ). Motley Rice serves as co-lead counsel on behalf of purchasers of UBS common stock between February 13, 2006 and July 3, The complaint alleges that UBS knowingly invested in risky mortgage-backed securities during a steep decline in the mortgage industry and in direct contravention of its risk management policies and public representations. In addition, plaintiffs allege that UBS's senior executives continued to deceive its shareholders by making material misrepresentations after they learned that the company's $100 billion mortgage-backed asset portfolio was significantly overvalued. The defendants' motion to dismiss was granted in An appeal to the U.S. Court of Appeals for the Second Circuit was filed on Feb. 8, 2013, and the case is ongoing. Robert Freedman v. St. Jude Medical, Inc., No. 0:2012cv03070 (D. Minn.). Motley Rice serves as co-lead counsel representing investors who purchased St. Jude stock between February 5, 2010 and November 20, The complaint alleges that St. Jude issued false and misleading statements regarding the performance, design, and safety of the company's core product line, Cardiac Rhythm Management device lead wires. On March 10, 2014, the court denied much of the defendants' motion to dismiss the complaint. The case is in discovery. Shareholder Derivative Litigation Walgreens / Controlled Substances Violations: In re Walgreen Co. Derivative Litigation. On October 4, 2013, Motley Rice filed a consolidated complaint for a group of institutional investors against the board of directors of Walgreen Co. The complaint alleges that Walgreen's board engaged in a scheme to maximize revenues by encouraging the company's pharmacists to fill improper or suspicious prescriptions for Schedule-II drugs, particularly oxycodone, in Florida. The complaint followed the June 2013 announcement of an $80 million settlement between Walgreens and the Drug Enforcement Administration relating to the misconduct. A settlement was approved in December 2014, in which Walgreens agreed to, among other things, extended compliance-related commitments, including maintaining a Department of Pharmaceutical Integrity. Manville Personal Injury Settlement Trust v. Gemunder, No (Ky. Or. Ct.) (regarding Omnicare, Inc.). On April 14, 2010, Motley Rice, sole lead counsel in this action, filed a shareholder derivative complaint on behalf of plaintiff Manville Personal Injury Settlement Trust. Plaintiff's claims stem from a November 3, 2009, announcement by the U.S. Department of Justice that Omnicare, Inc. had agreed to pay $98 million to settle state and federal investigations into three kickback schemes through which the company paid or solicited payments in violation of state and federal anti-kickback laws. The court denied the defendants' motions to dismiss in their entireties on April 27, The defendants sought an interlocutory appeal, which was denied on October 6, Following significant discovery, which included plaintiff's counsel's review and analysis of approximately 1.4 million pages of documents, the parties reached agreement on a settlement, which received final approval from the court on October 28, Under the settlement, a $16.7 million fund (less court awarded fees and costs) will be created to be used over a four year period by Omnicare to fund certain corporate governance measures and provide funding for the company's compliance committee in connection with the performance of its duties. Additionally, the settlement calls for Omnicare to adopt and/ or maintain corporate governance measures relating to, among other things, employee training and ensuring the appropriate flow of information to the compliance committee. Service Employees International Union v. Hills, No. A (Ohio Ct. Corn. Pl.) (regarding Chiquita Brands International, Inc.). In this shareholder derivative litigation, SEIU retained Motley Rice to bring an action on behalf of Chiquita Brands International. The plaintiff alleged that the defendants breached their fiduciary duties by paying bribes to terrorist organizations in violation of U.S. and Columbian law. In October 2010, the plaintiffs resolved their state court action as part of a separate federal derivative claim. Mercier v. Whittle, No CP (S.C. Ct. Corn. Pl.) (regarding the South Financial Group). This shareholder derivative action was brought on behalf of South Financial Group, Inc., following the company's decision to apply for federal bailout money from the Troubled Asset Relief Program (TARP) while allegedly accelerating the retirement of its former chairman and CEO to protect his multi-million dollar golden parachute, which would be prohibited under TARP. The litigation was settled prior to trial and achieved, among other benefits, payment back to the company from chairman Whittle, increased board independence and enhanced shareholder rights. Manville Personal Injury Settlement Trust v. Farmer, No. A (Ohio Ct. Corn. Pl.) (regarding Cintas Corporation). In this shareholder derivative action brought on behalf of Cintas Corporation, the plaintiff alleged that the defendants breached their fiduciary duties by, among other things, failing to cause the company to comply with applicable worker safety Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 5

104 laws and regulations. In November 2009, the court approved a settlement agreement that provided for the implementation of corporate governance measures designed to increase the flow of employee safety information to the company's board; ensure the company's compliance with a prior agreement between itself and OSHA relating to workplace safety violations; and secure the attendance of the company's chief health and safety officer at shareholder meetings. Corporate Takeover Litigation In re The Shaw Group, Inc., Shareholders Litigation, No (19th Jud. Dist. La.). Motley Rice attorneys served as co-lead counsel in the class action brought by our client, a European asset management company, on behalf of the public shareholders of The Shaw Group, Inc. The lawsuit challenged Shaw's proposed sale to Chicago Bridge & Iron Company N.V. in a transaction valued at approximately $3.04 billion. The plaintiffs alleged that the defendants breached their fiduciary duties to Shaw's shareholders by agreeing to a transaction that was financially unfair and the result of an improper sales process, which the defendants pursued at a time when Shaw's stock was poised for significant growth. The plaintiffs also alleged that the transaction offered substantial benefits to Shaw insiders not shared with the company's public shareholders. In December 2012, the parties reached a settlement with two components. Shaw agreed to make certain additional disclosures to shareholders of financial analyses indicating a potential share price impact of certain alternative transactions of as much as $19.00 per share versus the status quo. To provide a remedy for Shaw shareholders who believed the company was worth more than CB&I was paying for it, the settlement contained a second component - universal appraisal rights for all Shaw shareholders who properly dissented from the proposed merger, and the opportunity for Shaw dissenters to pursue that remedy on a class-wide basis. The court granted final approval of the settlement on June 28, In re Coventry Health Care, Inc. Securities Litigation, No CS (Del. Ch. ). Motley Rice represented three public pension funds as court-appointed sole lead counsel in a shareholder class action challenging the $7.2 billion acquisition of Coventry Health Care, Inc., by Aetna, Inc. The plaintiffs alleged that the defendants breached their fiduciary duties to Coventry's shareholders through a flawed sales process involving a severely conflicted financial advisor and at a time when the company was poised for remarkable growth as a result of recent government healthcare reforms. The case settled for improvements to the deal's terms and enhanced disclosures. In re Allion Healthcare, Inc. Shareholders Litigation, No cc (Del. Ch.). Motley Rice attorneys served as co-lead counsel representing a group of institutional shareholders in their challenge to the going-private buy-out of Allion Healthcare, Inc., by private equity firm H.I.G. Capital, LLC, and a group of insider stockholders led by the company's CEO, who controlled about 41 percent the company's shares. The shareholders alleged that the CEO used his stock holdings and influence over board members to accomplish the buyout at the expense of Allion's public shareholders. After a lengthy mediation, the shareholders succeeded in negotiating a settlement resulting in a $4 million increase in the merger consideration available to shareholders. In January 2011, the Delaware Court of Chancery approved the settlement. In re RehabCare Group, Inc. Shareholders Litigation, No VCL (Del. Ch.). Motley Rice represented institutional shareholders in their challenge to the acquisition of healthcare provider RehabCare Group, Inc., by Kindred Healthcare, Inc. As co-lead counsel, Motley Rice uncovered important additional facts about the relationship between RehabCare, Kindred, and the exclusive financial advisor for the transaction, as well as how those relationships affected the process RehabCare's board of directors undertook to sell the company. After extensive discovery, the parties reached a settlement in which RehabCare agreed to make a $2.5 million payment for the benefit of RehabCare shareholders. In addition, RehabCare and Kindred agreed to waive certain standstill agreements with potential higher bidders for the company; lower the merger agreement's termination fee from $26 million to $13 million to encourage any potential higher bidders; eliminate the requirement that Kindred have a three-business day period during which it has the right to match any superior proposal; and make certain additional public disclosures about the proposed merger. The Delaware Court of Chancery granted final approval of the settlement on Sept. 8, In re Atheros Communications Inc. Shareholder Litigation, No VCN (Del. Ch.). In this action involving Qualcomm Incorporated's proposed acquisition of Atheros Communications, Inc., for approximately $3.1 billion, Motley Rice served as co-lead counsel representing investors alleging that, among other things, Atheros' preliminary proxy statement was materially misleading to the company's shareholders, who were responsible for voting on the proposed acquisition. In March 2011, the Court issued a preliminary injunction delaying the shareholder vote, ruling that Atheros' proxy statement was materially misleading because, even though the proxy stated that the company's CEO "had not had any discussions with Qualcomm regarding the terms of his potential employment," it failed to disclose that he in fact "had overwhelming reason to believe he would be employed by Qualcomm after the transaction closed." The proxy also failed to inform shareholders of an almost entirely contingent $24 million fee to the company's financial adviser, Qatalyst Partners, LLP. In re Winn-Dixie Stores, Inc. Shareholder Litigation, No CA (Fla. 4th Cir. Ct.). Motley Rice served as colead counsel in litigation challenging the $560 million buyout of Winn-Dixie Stores, Inc. by BI-LO, LLC, achieving a settlement 6 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

105 that allows for shareholders to participate in a $9 million common fund or $2.5 million opt-in appraisal proceeding. Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc., No 5402-VCS (Del. Ch.). The firm's institutional investor client won a partial preliminary injunction against the proposed acquisition of PLATO Learning, Inc., by a private equity company. In its ruling, the Delaware Court of Chancery found that the target company's proxy statement was misleading to its shareholders and omitted material information. The court's opinion has since been published and has been cited by courts and the legal media. In re Lear Corporation Shareholder Litigation, No 2728-N (Del. Ch.). In this deal case, Motley Rice helped thwart a merger out of line with shareholder interests. Motley Rice represented an institutional investor in this case and, along with Delaware cocounsel, was appointed co-chair of the Plaintiffs' Executive Committee. Motley Rice and its co-counsel conducted expedited discovery and the briefing. The court ultimately granted in part and denied in part the plaintiffs' motion for a preliminary injunction. In granting the injunction, the court found a reasonable probability of success in the plaintiffs' disclosure claim concerning the Lear CEO's conflict of interest in securing his retirement through the proposed takeover. Lear shareholders overwhelmingly rejected the merger. Helaba Invest Kapitalanlagegesellschaft mbh v. Fialkow, No VCL (Del. Ch.) (regarding National Home Health Care Col p ) This action was brought on behalf of the shareholders of National Home Health Care Corporation in response to the company's November 2006 announcement that it had entered into a merger agreement with affiliates of Angelo Gordon. The matter settled prior to trial and was approved on April 18, The defendants agreed to additional consideration and proxy disclosures for the class. Schultze Asset Management, LLC v. Washington Group International, Inc., No VCN (Del. Ch.). This action followed Washington Group's announcement that it had agreed to be acquired by URS Corporation. The action alleged that Washington Group and its board of directors breached their fiduciary duties by failing to maximize shareholder value, choosing financial projections that unfairly undervalued the company and pursuing a flawed decision-making process. Motley Rice represented the parties, which ultimately settled the lawsuit with Washington Group. Washington Group agreed to make further disclosures to its shareholders regarding the proposed alternative transactions it had rejected prior to its accepting URS's proposal and agreed to make disclosures regarding how the company was valued in the proposed transaction with URS. These additional disclosures prompted shareholders to further question the fairness of the URS proposal. Ultimately, URS increased its offer for Washington Group to the benefit of minority stockholders. In re The DirecTV Group, Inc. Shareholder Litigation, No VCP (Del. Ch. ). As court-appointed co-lead counsel, Motley Rice attorneys represented a group of institutional investors on behalf of the minority shareholders of DirecTV Group. A settlement was reached and approved by the court on Nov. 30, It provided for material changes to the merger agreement and the governing documents of the post-merger DirectTV. State Law Securities Cases In re Tremont Group Holdings, Inc. Securities Litigation, No 09 Civ (S.D.N.Y.). Motley Rice represents an individual investor in consolidated litigation regarding investments made in Bernard L. Madoff Investment Securities, LLC, through a variable universal life insurance policy. Brown v. Charles Schwab & Co., No. 2:07-cv DCN (D.S.0 ) Motley Rice attorneys served as class counsel in this case, one of the first to interpret the civil liabilities provision of the Uniform Securities Act of The U.S. District Court for the District of South Carolina certified a class of investors with claims against broker-dealer Charles Schwab & Co., Inc., for its role in allegedly aiding the illegal sale of securities as part of a S66 million Ponzi scheme. A subclass of 38 plaintiffs in this case reached a settlement agreement with Schwab under which they receive approximately $5.7 million, an amount representing their total unrecovered investment losses plus attorneys' fees. Opt-Out/Individual Actions In re Vivendi Universal, S.A. Securities Litigation, No. 02 Civ (S.D.N.Y.). In this action, Motley Rice represents more than 20 foreign institutional investors who were excluded from the class. The firm's clients include the Swedish public pension fund Forsta AP-fonden (AP1), one of five buffer funds in the Swedish pay-as-you-go pension system. In light of a recent Supreme Court ruling preventing foreign clients from gaining relief, Motley Rice has worked with institutional investor plaintiffs to file suit in France. The French action is pending. Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 7

106 The Plaintiffs' Hot List The National Law Journal "Best Law Firm" U.S. News - Best Lawyers" mass tort litigation/class actions-plaintiffs The Legal 500 United States Litigation editions mass tort and class action: plaintiff representation-toxic tort "Elite Trial Lawyers" The National Law Journal "Most Feared Plaintiffs Firm" Law For full methodologies and selection criteria, visit Please remember that every case is different. Although they endorse certain lawyers, The Legal 500 United States and Chambers USA and other similar organizations listed above are not Motley Rice clients. Any result we achieve for one client in one matter does not necessarily indicate similar results can be obtained for other clients. 8 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

107 Ronald L. Motley ( ) EDUCATION: J.D., University of South Carolina School of Law, 1971 B.A., University of South Carolina, 1966 Ron Motley fought for greater justice, accountability and recourse, and has been widely recognized as one of the most accomplished and skilled trial lawyers in the U.S. During a career that spanned more than four decades, his persuasiveness before a jury and ability to break new legal and evidentiary ground brought to justice two once-invincible giant industries whose malfeasance took the lives of millions of Americans asbestos and tobacco. Armed with a combination of legal and trial skills, personal charisma, nose-to-the-grindstone hard work and record of success, Ron built Motley Rice into one of the nation's largest plaintiffs' law firms. Noted for his role in spearheading the historic litigation against the tobacco industry, Ron served as lead trial counsel for 26 State Attorneys General in the lawsuits. His efforts to uncover corporate and scientific wrongdoing resulted in the Master Settlement Agreement, the largest civil settlement in U.S. history and in which the tobacco industry agreed to reimburse states for smoking-related health care costs. Through his pioneering discovery and collaboration, Ron revealed asbestos manufacturers and the harmful and disabling effects of occupational, environmental and household asbestos exposure. He represented thousands of asbestos victims and achieved numerous trial breakthroughs, including the class actions and mass consolidations of Cimino, et al. v. Raymark, et al. (U.S.D.C. TX); Abate, et al. v. ACandS, et al. (Baltimore); and In re Asbestos Personal Injury Cases (Mississippi). In 2002, Ron once again advanced cutting-edge litigation as lead counsel for the 9/11 Families United to Bankrupt Terrorism with a lawsuit filed by more than 6,500 family members, survivors and those who lost their lives in the Sept. 11, 2001, terrorist attacks. The suit seeks justice and ultimately bankruptcy for al Qaeda's financiers, including many individuals, banks, corporations and charities that provided resources and monetary aid. He also served as lead counsel in numerous individual aviation security liability and damages cases under the In re September 11 Litigation filed against the aviation and aviation security industries by victims' families devastated by the security failures of 9/11. Ron brought the landmark case of Oran Almog v. Arab Bank against the alleged financial sponsors of Hamas and other terrorist organizations in Israel and was a firm leader in the BP Deepwater Horizon litigation and claims efforts involving people and businesses in Gulf Coast communities suffering as a result of the oil spill. Two settlements were reached with BP, one of which is the largest civil class action settlement in U.S. history. Recognized as an AV -rated attorney by Martindale-Hubbello, Ron served on the AAJ Board of Governors from 1977 to 2012 and was chair of its Asbestos Litigation Group from 1978 to In 2002, Ron founded the Mark Elliott Motley Foundation, Inc., in loving memory of his son to help meet the health, education and welfare needs of children and young adults in the Charleston, S.C. community. PUBLICATIONS: Ron authored or co-authored more than two dozen publications, including: "Decades of Deception: Secrets of Lead, Asbestos and Tobacco" (Trial Magazine, October 1999) "Asbestos Disease Among Railroad Workers: 'Legacy of the Laggin' Wagon"' (Trial Magazine, December 1981) "Asbestos and Lung Cancer" (New York State Journal of Medicine, June 1980; Volume 80: No.7, New York State Medical Association, New York) "Occupational Disease and Products Liability Claims" (South Carolina Trial Lawyers Bulletin, September and October 1976) FEATURED IN: Shackelford, Susan. "Major Leaguer" (South Carolina Super Lawyers, April 2008) Senior, Jennifer. "A Nation Unto Himself" (The New York Times, March 2004) Freedman, Michael. "Turning Lead into Gold," (Forbes, May 2001) Zegart, Dan. Civil Warriors: The Legal Siege on the Tobacco Industry (Delacorte Press, 2000) Ansen, David. "Smoke Gets in Your Eyes" (Newsweek, 1999) Mann, Michael & Roth, Eric. "The Insider" (Blue Lion Entertainment, November 5, 1999) Brenner, Marie. "The Man Who Knew Too Much" (Vanity Fair, May 1996) Reisig, Robin. "The Man Who Took on Manville" (The American Lawyer, January 1983) AWARDS AND ACCOLADES: Ron won widespread honors for his ability to win justice for his clients and for his seminal impact on the course of civil litigation. For his trial achievements, Business Week characterized Ron's courtroom skills as "dazzling" and The National Law Journal ranked him, "One of the most influential lawyers in America." South Carolina Association for Justice 2013 Founders' Award American Association for Justice 2010 Lifetime Achievement Award 2007 David S. Shrager President's Award 1998 Harry M. Philo Trial Lawyer of the Year The Trial Lawyer Magazine 2012 inducted into Trial Lawyer Hall of Fame 2011 The Roundtable: America's 100 Most Influential Trial Lawyers The Best Lawyers in America mass tort litigation/class actions - plaintiffs, personal injury litigation - plaintiffs product liability litigation - plaintiffs Best Lawyers" 2012 Charleston, SC "Lawyer of the Year" mass tort litigation/ class actions - plaintiffs 2010 Charleston, SC "Lawyer of the Year" personal injury Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 9

108 Benchmark Plaintiff National "Litigation Star": civil rights/human rights, mass tort/product liability, securities South Carolina "Litigation Star": human rights, product liability, securities, toxic tort SC Lawyers Weekly 2011 Leadership in Law Award The Legal 500 United States Mass tort and class action: plaintiff representation - toxic tort Chambers USA 2007, Product liability and mass torts: plaintiffs. "...An accomplished trial lawyer and a formidable opponent." South Carolina Super Lawyers`' list 2008 Top 10 South Carolina Super Lawyers list 2008,2009,2011,2012 Top 25 South Carolina Super Lawyers list The Lawdragon TM Leading Lawyers in America list - plaintiffs' National Association of Attorneys General 1998 President's Award for his "courage, legal skills and dedication to our children and the public health of our nation." The Campaign for Tobacco-Free Kids 1999 Youth Advocates of the Year Award ASSOCIATIONS: American Association for Justice South Carolina Association for Justice American Bar Association South Carolina Bar Association Civil Justice Foundation Inner Circle of Advocates International Academy of Trial Lawyers THE FIRM'S MEMBERS Joseph F. Rice LICENSED IN: DC, SC ADMITTED TO PRACTICE BEFORE: U.S. Supreme Court U.S. Court of Appeals for the Second, Third, Fourth and Fifth Circuits U.S. District Court for the District of Nebraska and the District of South Carolina EDUCATION: J.D., University of South Carolina School of Law, 1979 B.S., University of South Carolina, 1976 Joe Rice, Motley Rice co-founder, is recognized as a skillful and innovative negotiator of complex litigation settlements, having served as the lead negotiator in some of the largest civil actions our courts have seen in the last 20 years. Corporate Legal Times reported that national defense counsel and legal scholars described Joe as one of the nation's "five most feared and respected plaintiffs' lawyers in corporate America." He was cited time after time as one of the toughest, sharpest and hardest-working litigators they faced. As the article notes, "For all his talents as a shrewd negotiator... Rice has earned most of his respect from playing fair and remaining humble." The American Lawyer described Joe in 2006 as "one of the shrewdest businessmen practicing law." Joe negotiates for the firm's clients at all levels, including securities and consumer fraud, anti-terrorism, human rights, environmental, medical drugs and devices, as well as catastrophic injury and wrongful death cases. He is a member of the Plaintiffs' Steering Committee for the Lipitor multidistrict litigation and a member of the Plaintiffs' Executive Committee for In re General Motors LLC Ignition Switch Litigation, as well as In re Volkswagen "Clean Diesel" Marketing, Sales Practices, and Products Liability Litigation. BP Oil Spill: Joe served as a co-lead negotiator for the Plaintiffs' Steering Committee in reaching the two settlements with BP, one of which is the largest civil class action settlement in U.S. history. The Economic and Property Damages Rule 23 Class Action Settlement is estimated to make payments totaling between S7.8 billion and S18 billion to class members. Joe was also one of the lead negotiators of the $1.028 billion settlement reached between the Plaintiffs' Steering Committee and Halliburton Energy Services, Inc., for Halliburton's role in the disaster. 9/11: Joe held a crucial role in executing strategic mediations and/or resolutions on behalf of 56 families of 9/11 victims who opted out of the government-created September 11 Victim Compensation Fund. In addition to providing answers, accountability and recourse to victims' families, the resulting settlements with multiple defendants shattered a settlement matrix developed and utilized for decades. The litigation also helped provide public access to evidence uncovered for the trial. Tobacco: As lead private counsel for 26 jurisdictions, including numerous State Attorneys General, Joe was integral to the crafting and negotiating of the landmark Master Settlement Agreement, in which the tobacco industry agreed to reimburse states for 1 0 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

109 smoking-related health costs. This remains the largest civil settlement in U.S. history. Asbestos: Joe held leadership and negotiating roles involving the bankruptcies of several large organizations, including AWI, Federal Mogul, Johns Manville, Celotex, Garlock, W.R. Grace, Babcock & Wilcox, U.S. Gypsum, Owens Corning and Pittsburgh Corning. He has also worked on numerous Trust Advisory Committees. Today, he maintains a critical role in settlements involving asbestos manufacturers emerging from bankruptcy and has been recognized for his work in structuring significant resolutions in complex personal injury litigation for asbestos liabilities on behalf of victims injured by asbestos-related products. Joe has served as co-chair of Perrin Conferences' Asbestos Litigation Conference, the largest national asbestosfocused conference. Joe is often sought by investment funds for guidance on litigation strategies to increase shareholder value, enhance corporate governance reforms and recover assets. He was an integral part of the shareholder derivative action against Omnicare, Inc., Manville Personal Injury Settlement Trust v. Gemunder, which resulted in a significant settlement for shareholders as well as new corporate governance policies for the corporation. Joe serves on the Board of Advisors for Emory University's Institute for Complex Litigation and Mass Claims, which facilitates bipartisan discussion of ways to improve the civil justice system through the hosting of judicial seminars, bar conferences, academic programs, and research. In 1999 and 2000, he served on the faculty at Duke University School of Law as a Senior Lecturing Fellow, and taught classes on the art of negotiating at the University of South Carolina School of Law, Duke University School of Law and Charleston School of Law. In 2013, he and the firm created the Ronald L. Motley Scholarship Fund at The University of South Carolina School of Law in memory and honor of co-founding member and friend, Ron Motley. AWARDS AND ACCOLADES: Law "Product Liability VP" The Best Lawyers in America 2013 "Lawyer of the Year" Charleston, SC: mass tort litigation/ class actions - plaintiffs Mass tort litigation/class actions plaintiffs Benchmark Litigation National "Litigation Star": mass tort/product liability South Carolina "Litigation Star": environmental, mass tort/product liability South Carolina Super Lawyers list Class action/mass torts; Securities litigation; General litigation SC Lawyers Weekly 2012 Leadership in Law Award University of South Carolina School of Law Alumni Association 2011 Platinum Compleat Lawyer Award The Legal 500 United States, Litigation edition Mass tort and class action: plaintiff representation - toxic tort The National Trial Lawyers 2010 Top 100 Trial LawyersTM - South Carolina National Association of Attorneys General 1998 President's Award MUSC Children's Hospital 2010 Johnnie Dodds Award: in honor of his longtime support of the annual Bulls Bay Golf Challenge Fundraiser and continued work on behalf of our community's children University of South Carolina 2011 Garnet Award: in recognition of Joe and his family for their passion for and devotion to Gamecock athletics SC Junior Golf Association Programs 2011 Tom Fazio Service to Golf Award: in recognition of promotional efforts COMMUNITY INVOLVEMENT: Dee Norton Lowcountry Children's Center, Co-chair for inaugural Campaign for the Next Child First Tee of Greater Charleston, Board of Advisors ASSOCIATIONS: American Association for Justice American Bar Association American Inns of Court American Constitution Society for Law and Policy South Carolina Association for Justice " The Best Lawyers in America 2014 (Copyright 2013 by Woodward/White, Inc., of Aiken, S.C.) Although it endorses this lawyer, The Legal 500 United States is not a Motley Rice client. John A. Baden IV LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the Second Circuit, U.S. Bankruptcy Court for the Southern District of New York and Western District of North Carolina EDUCATION: J.D., University of South Carolina School of Law, 2002 B.A., College of Charleston, 1996 John Baden represents clients harmed by asbestos exposure in individual and mass tort forums, as well as in complex asbestos bankruptcies, handling complete case management and settlement negotiations for individuals and families suffering from mesothelioma and other asbestos-related diseases. Working closely with Joe Rice, John also handles the negotiation and complex case resolution of asbestos bankruptcies, including development of structured settlements with viable asbestos manufacturers and those emerging from bankruptcy. His work with the bankruptcy courts and settlement trusts Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 1 1

110 aims to hold asbestos companies accountable and provide due compensation to asbestos victims. John has lectured on asbestos bankruptcy issues at a number of legal seminars. John is involved in the settlement negotiations of medical drug and device MDLs, including the transvaginal mesh litigation In re American Medical Systems, Inc., Pelvic Repair Systems Products Liability Litigation, MDL He continues to be involved in negotiations related to additional TVM manufacturers. John also played a role in settlement negotiations for In re Avandia Marketing, Sales Practices and Products Liability Litigation, MDL John has additionally been actively involved with the firm's representation of people and businesses in Gulf Coast communities suffering as a result of the BP Deepwater Horizon oil spill. He held a central role in the negotiation process involving the two settlements reached with BP, one of which is the largest civil class action settlement in U.S. history. John began his legal career as a litigation trial paralegal for Ron Motley in 1997, working with the State Attorneys General on the landmark tobacco litigation primarily in Florida, Mississippi and Texas. He also supported occupational litigation in several states, including the exigent trial dockets of Georgia and West Virginia. John served as a judicial intern for Judge Sol Blatt, Jr., of the U.S. District Court of South Carolina and Judge Jasper M. Cureton of the South Carolina Court of Appeals. ASSOCIATIONS: American Association for Justice South Carolina Association for Justice Kimberly Barone Baden LICENSED IN: CA, SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the Third Circuit U.S. District Court for the Central, Northern and Southern Districts of California and District of South Carolina EDUCATION: J.D., California Western School of Law, 1999 B.A. cum laude, Clemson University, 1996 As a strong advocate for the most defenseless members of society, Kimberly Barone Baden seeks accountability and compensation for victims of corporate misconduct, medical negligence and harmful medical drugs. She manages mass tort pharmaceutical litigation through complex personal injury and economic damages cases. Kimberly represents children with birth defects allegedly caused by antidepressants, including Zoloft, Effexor and Wellbutrin ; as well as Zofran which is used to prevent pregnancyrelated nausea and vomiting. She previously litigated against GlaxoSmithKline in the Paxil birth defect litigation. In July 2012, Kimberly was appointed to the Plaintiffs' Steering Committee for /n re Zoloft (sertraline hydrochloride) Products Liability Litigation MDL 2342; and in November 2015, she was appointed as co-lead counsel for In re Zofran (Ondansetron) Products Liability Litigation, MDL She also manages the firm's pharmaceutical litigation regarding Crestor, Lipitor, Actos, Risperdal, Incretin Mimetics, Viagra and dialysis products GranuFlo Powder and NaturaLyte Liquid acid concentrates. Kimberly also represents elderly victims of abuse and neglect, litigating cases for nursing home and assisted living facility residents. Kimberly has spoken at numerous seminars, legal gatherings, CLEs and conferences across the U.S., including the American Association for Justice, Mass Torts Made Perfect and the National Business Institute. She has addressed a broad range of topics related to pharmaceutical drugs and elder law litigation, focusing on MDL procedures, birth defects, nursing home litigation, discovery, trial strategy and mediation. Kimberly is currently the Newsletter Editor of the American Association for Justice's Section on Toxic, Environmental and Pharmaceutical Torts. Prior to joining Motley Rice, Kimberly worked on the Fen-Phen diet drug litigation and served as an attorney with the California District Attorney's Office in San Diego. Kimberly is recognized as an AV rated attorney by Martindale-Hubbell. AWARDS AND ACCOLADES: South Carolina Super Lawyers Rising Stars list Personal injury plaintiff: products; elder law ASSOCIATIONS: American Association for Justice, Section on Toxic, Environmental and Pharmaceutical torts American Bar Association South Carolina Association for Justice Frederick C. Baker LICENSED IN: NY, SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the First, Second, Third, Fourth, Fifth, Tenth and Eleventh Circuits U.S. District Court for the Southern District of New York and the District of South Carolina EDUCATION: J.D. / LL.M., Duke University School of Law, 1993 B.A., University of North Carolina at Chapel Hill, 1985 A veteran litigator with strong roots in complex litigation, Fred Baker has worked on a broad range of environmental, medical costs recovery, consumer and products liability cases and holds numerous leadership roles within the firm. He represents individuals, institutional investors, and governmental entities in a wide variety of cases. After representing a state government in a case against poultry integrators alleging that poultry waste polluted natural resources, Fred was involved with the firm's representation of people and businesses in Gulf Coast communities suffering as a result of the BP Deepwater Horizon oil spill. He held a central role in the negotiation process involving the two settlements reached with BP, one of which is the largest civil class action settlement in U.S. history. 1 2 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

111 A member of the legal team that litigated the groundbreaking tobacco litigation on behalf of several State Attorneys General, Fred has also participated in the litigation of individual tobacco cases, entity tobacco cases and a tobacco class action. Fred currently heads the firm's tobacco litigation team. Fred has served as counsel in a number of class actions, including the two class action settlements arising out of the 2005 Graniteville train derailment chlorine spill. He has also been closely involved in the on-going litigation surrounding the statutory direct action settlement reached in the Manville bankruptcy court and a related West Virginia unfair trade practices insurance class action. Fred began practicing with Motley Rice attorneys in 1994 and chairs the firm's attorney hiring committee. AWARDS AND ACCOLADES: South Carolina Lawyers Weekly 2016 Leadership in Law Award Michael M. Buchman LICENSED IN: CT, NY ADMITTED TO PRACTICE BEFORE: U.S. Supreme Court U.S. Court of Appeals for the Second Circuit U.S. District Court for the Districts of Connecticut and Southern and Eastern Districts of New York U.S. Court of International Trade EDUCATION: LL.M., International Antitrust and Trade Law, Fordham University School of Law, 1993 ID., The John Marshall Law School, 1992 B.A. cum laude, Alfred University, 1988 Michael Buchman has more than 20 years of experience, primarily litigating antitrust, consumer protection and privacy class actions in trial and appellate courts. Michael has a diverse antitrust background, having represented as lead or co-lead counsel a variety of plaintiff clients, from Fortune 500 companies to individual consumers, in complex cases covering matters such as restraint of trade, price-fixing, generic drug antitrust issues and anticompetitive "reverse payment" agreements between brand name pharmaceutical companies and generic companies. Michael leads Motley Rice's antitrust team. Michael served as an Assistant Attorney General in the New York State Attorney General's Office, Antitrust Bureau, after receiving his LL.M. degree in International Antitrust and Trade Law. Also prior to joining Motley Rice, he was a managing partner of the antitrust department at a New York-based class action law firm. He played an active role in resolving two of the largest U.S. multi-billion dollar antitrust settlements since the Sherman Act was enacted, In re NASDAQ Market-Makers Antitrust Litigation and In re Visa Check/Mastermoney Antitrust Litigation, as well as litigated numerous multi-million dollar antitrust cases. Today, he represents the largest retailer class representative in the 57.2 billion case In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL 1720.* Michael has more than thirteen years of experience representing consumers, union health and welfare plans, and health insurers in "generic drug" litigation such as In re Augmentin Antitrust Litigation, In re Buspirone Antitrust Litigation, In re Ciprofloxacin Antitrust Litigation, In re Flonase Antitrust Litigation, In re K-Dur Antitrust Litigation, In re Relafen Antitrust Litigation, In re Tamoxifen Antitrust Litigation, In re Toprol XL Antitrust Litigation and In re Wellbutrin SR Antitrust Litigation. He also has experience litigating a large aviation antitrust matter, as well as aviation crash, emergency evacuation and other aviation cases in federal and state court. Michael completed the intensive two-week National Institute for Trial Advocacy National Trial Training program in Boulder, Colo., in An avid writer, he has authored and co-authored articles on procedure and competition law, including a Task Force on Dealer Terminations for The Association of the Bar of the City of New York, Committee on Antitrust and Trade Regulation, entitled Dealer Termination in New York dated June 1,1998 and What's in a Name - the Diversity Death-Knell for Underwriters of Lloyd's of London and their Names; Humm v. Lombard World Trade, Inc., Vol. 4, Issue 10 International Insurance Law Review 314 (1996). Michael is active in his community, serving as a member of the Flood and Erosion Committee for the Town of Westport, Ct., and as pro bono counsel in actions involving the misappropriation of perpetual care monies. He has also coached youth ice hockey teams at Chelsea Piers in New York City. AWARDS AND ACCOLADES: New York Metro Super Lawyers list Antitrust litigation Samuel B. Cothran Jr. General Counsel LICENSED IN: NC, SC ADMITTED TO PRACTICE BEFORE: U.S. District Court for the Western District of North Carolina and District of South Carolina EDUCATION: ID., cum laude, University of South Carolina School of Law, 1998 M.B.A., Duke University, 1994 B.S., summa cum laude, University of South Carolina, 1981 Sam Cothran creatively addresses the many challenges and opportunities inherent in the cutting-edge practice of a dynamic, multi-jurisdictional law firm. As leader of Motley Rice's legal department, Sam directs and advises the firm's management on diverse in-house legal matters regarding governmental compliance, contracts and legal defense, as well as labor and employment, marketing, financial and operational issues. After working for an international accounting firm as a certified public accountant and for several Fortune 1,000 companies as a financial manager, Sam attended law school to complement his background in business management and finance and joined Motley Rice attorneys shortly after graduation. Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 13

112 Recognized as a BV rated attorney by Martindale-Hubbell, Sam is the author of Dischargeability of Consumer Credit Card Debt in Bankruptcy After Anastas v. American Savings Bank, 48 S.C.L. Rev. 915 (1997). As a law student, Sam served as Managing Editor of the South Carolina Law Review. He was named a Carolina Legal Scholar and awarded both the Order of the Coif and Order of the Wig and Robe. Sam is active in his community, serving on the board of Directors for the Dee Norton Lowcountry Children's Center. ASSOCIATIONS: American Bar Association Association of Professional Responsibility Lawyers American Institute of Certified Public Accountants South Carolina Association of Certified Public Accountants Kevin R. Dean LICENSED IN: GA, MS, SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the Third, Fourth, Fifth and Eleventh Circuits, U.S District Court for the Middle, Northern and Southern Districts of Georgia, Central District of Illinois, Northern and Southern Districts of Mississippi and District of South Carolina EDUCATION: J.D., Cumberland School of Law, 1991 B.A., Valdosta State University, 1989 Focusing his litigation efforts on catastrophic injury, products liability, and wrongful death cases, Kevin Dean represents victims and families affected by hazardous consumer products, occupational and industrial accidents, fires, premise injuries and other incidents of negligence. Kevin currently represents people allegedly harmed by GM's misconduct regarding its defective vehicles in In re General Motors LLC Ignition Switch Litigation. He has litigated numerous vehicle defect cases, including against "the Big Three" automotive manufacturers in cases involving defective brakes, door locks, door latches, seat belts and roll overs. He served as trial co-counsel in Guzman v. Ford (2001), the first case brought to trial regarding a defective outside door latch handle, as well as in the vehicle rollover case Hayward v. Ford (2005). He was also a member of the plaintiffs' litigation team in the defective seat belt case, Malone v. General Motors Corporation (1998) prior to joining Motley Rice. He served as lead plaintiffs' counsel in In re Charleston Firefighter Litigation, a wrongful death and negligence case against Sofa Super Store, contractors and multiple furniture manufacturers on behalf of the families of the nine firefighters lost in the June 2007 warehouse fire in Charleston, S.C. Since the 2010 explosion of the Deepwater Horizon, Kevin has been helping people and businesses pursuing litigation, as well as those needing help filing and negotiating their claims. He served as a member of the oil spill MDL's GCCF Jurisdiction & Court Oversight Workgroup and is now helping victims file claims through the new claims programs established by the two settlements reached with BP. Kevin is actively involved with malpractice, defective medical devices and drug litigation. His experience also includes the health insurance fraud and post-claims underwriting case Clark v. Security Life Insurance Company, the largest civil RICO case in Georgia history, and Wiggins v. Parsons Nursery, one of the largest environmental and health contamination cases in South Carolina. Kevin also served as a County Commissioner on the Early County Georgia Board of Commissioners and still holds the honor of having been the youngest elected commissioner in county history. Kevin frequently appears in local and national broadcast and print media discussing legal matters of workplace safety, fire prevention and other products liability, as well as specific casework and efforts for changes and improvements in various industries. Recognized as an AV rated attorney Martindale- Hubbell, Kevin co-authored "Dangerous Doors and Loose Latches," published in Trial Magazine (2004) for the American Association for Justice, and authored "The Right to Jury Trial in ERISA Civil Enforcement Actions" published in The American Journal of Trial Advocacy (1989). AWARDS AND ACCOLADES: South Carolina Super Lawyers`' list Personal injury - general: plaintiff; Personal injury - products: plaintiff; Personal injury - medical malpractice: plaintiff Benchmark Plaintiff National "Litigation Star": mass torts/product liability South Carolina "Litigation Star": product liability ASSOCIATIONS: American Association for Justice Georgia Trial Lawyers Association South Carolina Association for Justice Southern Trial Lawyers Association Attorneys Information Exchange Group, Board of Directors Michael E. Elsner LICENSED IN: NY, SC, VA ADMITTED TO PRACTICE BEFORE: U.S District Court for the Eastern and Southern Districts of New York EDUCATION: J.D., University of Memphis Cecil C. Humphreys School of Law, 1997 B.A., John Carroll University, 1993 Michael Elsner uses the U.S. civil justice system to seek social change and improved protection of Americans at home and abroad. He litigates complex civil matters on behalf of people and businesses victimized by commercial malfeasance, violations of human rights, inadequate security measures and state-sponsored terrorism, managing cross-border litigation and intricate investigations of infringement and abuse of human rights, multi-layered financial transactions and due diligence. 14 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

113 Michael's understanding of the complex legal challenges of international matters is critical to litigating cases involving human rights and financial dealings. He uses legal mechanisms to track illicit finances, and his investigations through the maze of international banking and financial regulations continue to uncover violations that have allowed money laundering and terrorist financing. Michael is building upon legal theories and case precedents to represent plaintiffs harmed by financial crimes and actions and hold the global institutions and organizations accountable. Michael was a lead plaintiffs' counsel in Linde et al. v. Arab Bank, a suit brought on behalf of victims of terrorist attacks in Israel. In September 2014, a jury found Jordan-based Arab Bank plc liable for financing terrorist activity, including funneling financial support to top Hamas leaders and to the families of suicide bombers. Michael also leads the worldwide investigation for liability evidence in the 9/11 Families United to Bankrupt Terrorism civil action against al Qaeda's alleged financiers and supporters. In this capacity, Michael meets with U.S. and foreign intelligence officers, witnesses, and informants, who have already helped him gather more than two million pages of documents in numerous languages identifying the activities of al Qaeda and its financiers. He is a member of the Plaintiffs' Steering Committee for this multidistrict litigation filed on behalf of more than 6,500 families and survivors of the 9/11 attacks. He also served as a member of the Plaintiffs' Committee in In re September 11th Litigation, a suit brought against the airline industry alleging that it failed to detect and prevent the attacks. Michael's work with financial transaction litigation includes commercial, securities fraud and shareholder derivative cases such as his extensive work on behalf of domestic and foreign investors in In re Vivendi Universal, S.A. Securities Litigation. Michael is also leading the firm in its role as consultants to South African human rights lawyer Richard Spoor in his effort to take on leading global gold producers and seek justice for tens of thousands of exploited gold mine workers who are suffering from silicosis. Few class actions have been brought in South Africa, and none have been filed for sick workers. If approved as a class, the suit would generate an unprecedented means of recovery for the country and ensure meaningful access to justice for the indigent and rural workers who are dying from this entirely preventable yet incurable disease. Michael began his career with the Manville Personal Injury Trust and then practiced complex civil litigation in New York in the areas of toxic torts, security, personal injury, bankruptcy, and whistleblower protections prior to joining Motley Rice attorneys in Sharing his experience and insight as a lecturer and consultant, Michael has discussed anti-terrorism and human rights litigation on several national and international news outlets, including CNN, MSNBC, NPR and the BBC, as well as international antimoney laundering and anti-terrorism industry conferences. AWARDS AND ACCOLADES: Benchmark Litigation 2016 South Carolina "Litigation Star": personal Injury, product Liability, general commercial, professional liability South Carolina Lawyers Weekly 2014 Leadership in Law Award The Lawdragon Lawdragon 500 Leading Lawyers in America 2010 LawdragonTM 3,000 ASSOCIATIONS: American Association for Justice American Bar Association New York Bar Association South Carolina Bar Association, International Law Committee Virginia Bar Association National Crime Victims Bar Association Public Justice Foundation Nathan D. Finch LICENSED IN: DC, VA ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the Third, Fourth, Fifth, Sixth and Tenth Circuits, U.S. District Court for the District of Columbia and the Eastern District of Virginia EDUCATION: JD., University of Virginia School of Law, 1992 B.A., University of Virginia, 1989 With a diverse background in complex civil litigation, Nate Finch brings almost twenty years of trial experience and strong negotiation skills to Motley Rice. He represents clients in various asbestos, toxic tort, commercial, securities fraud and other complex cases. Nate has served as the lead trial attorney for his clients in many federal and state courts and is sought after by co-counsel for advice on challenging cases and complex legal matters. His thorough knowledge of asbestos and medical issues is an asset to the firm's occupational disease and toxic tort clients. He has obtained plaintiffs' verdicts in cases against asbestos product manufacturer defendants and cigarette makers. He has extensive experience trying cases involving a wide variety of asbestoscontaining products, including gaskets, automotive brakes, floor tiles, joint compounds, and various forms of insulation. He also has years of experience representing individuals, companies and creditors' committees in personal injury litigation, mass torts products liability litigation, securities and financial fraud litigation and an array of other complex litigation cases ranging from single plaintiffs' products liability cases to high-stakes business disputes. Prior to joining Motley Rice, Nate was a partner for more than ten years in a Washington, D.C.-based law firm and frequently collaborated with Motley Rice attorneys in trials and negotiations to resolve large asbestos product manufacturers' bankruptcies. He tried numerous cases in federal district courts focusing on the medical and scientific factors associated with asbestos-related diseases and asbestos exposure. During this time, he also tried and helped to resolve in favor of his clients five asbestos bankruptcy cases, each having more than $1 billion at stake. In addition, Nate Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 15

114 worked closely with Motley Rice attorneys on behalf of investors in In re MBNA Securities Litigation and In re Vivendi Universal, S.A. Securities Litigation. Nate's understanding of the factual and legal challenges inherent in complex cases, combined with his trial experience, has positioned him as a considerable resource within many practice areas. A frequently invited speaker regarding a variety of legal matters, he has spoken at many asbestos litigation and bankruptcy conferences and has been a guest lecturer at the Georgetown University, George Washington University, George Mason University and the University of Baltimore law schools on topics relating to civil procedure, mass tort litigation and the differences between litigating in Article III and Article I courts. He has been an invited speaker at several judicial conferences on the topic of asbestos litigation. Recognized as a Martindale Hubbell AV rated attorney, Nate has served his community for many years through volunteer activities coordinated by Greater D.C. Cares, an organization committed to connecting volunteers with community service groups. Nate was a member of the Virginia Law Review and the Order of the Coif, and is a former scholarship track and cross country athlete at UVA. AWARDS AND ACCOLADES: American Association for Justice 2013 Wiedemann & Wysocki Award Benchmark Litigation Washington, D.C. "Litigation Star": bankruptcy, general commercial, product liability, securities, white collar crime Washington, D.C., Super Lawyers% list Personal injury - products: plaintiff; Personal injury - general: plaintiff; Securities litigation Chambers USA "Top Lawyer": bankruptcy and restructuring ASSOCIATIONS: American Association for Justice The Barristers Fidelma L. Fitzpatrick LICENSED IN: DC, MA, NY, RI ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the First, Seventh and Eleventh Circuits, U.S. District Court for the District of Columbia, District of Massachusetts, District of Rhode Island and Eastern District of Wisconsin EDUCATION: J.D., cum laude, American University, 1994 B.A., Canisius College, 1991 Fidelma Fitzpatrick represents people and communities in toxic tort and environmental matters, including property damage and personal injury claims. Her experience with complex civil litigation has led her to represent other victims of corporate malfeasance, including hundreds of women allegedly injured by medical devices such as Essure and pelvic mesh/sling products. Fidelma was co-lead trial counsel in the billion dollar lead paint pigment case, The People of California v. Atlantic Richfield Company et al., in which Motley Rice represented cities and counties, including San Francisco, Santa Clara, Los Angeles and San Diego, in litigation against national lead paint pigment manufacturers. In January 2014, the court ruled that three lead paint pigment companies had created a public nuisance by concealing the dangers of lead when they campaigned against its regulation and actively promoted lead for use in homes despite knowing that it was highly toxic. The $1.15 billion* verdict will be paid to the state's abatement fund for the removal of lead paint pigment from homes throughout California, particularly those occupied by lower-income families in innercity and community housing. This will help protect the health and safety of thousands of children. Fidelma held a central role in the state of Rhode Island's trial against former corporate manufacturers of lead paint pigment. She continues to manage cases seeking to hold the lead paint pigment industry accountable for the childhood lead poisoning crisis and provide restitution and compensation to affected children and families. As a result of her work for lead poisoning victims, the Wisconsin State Supreme Court became the first to recognize the legal rights of poisoned children to sue lead paint pigment manufacturers. She also played a lead role in representing the community of Tallevast, Florida, in a lawsuit against Lockheed Martin Corporation involving the pollution of the community's groundwater with PCE and TCE. Fidelma is litigating nuclear contamination cases on behalf of Pennsylvania residents who allege that local nuclear facilities exposed them to hazardous levels of toxic or radioactive material in the surrounding air, soil and water. Those cases, involving both personal injuries and property damage, are pending in federal court. Fidelma also represents hundreds of women allegedly harmed by pelvic mesh/sling products in filed cases against defendants that include American Medical Systems, Boston Scientific, C.R. Bard, Inc., and Ethicon. In 2012, Fidelma was appointed colead counsel of the pelvic mesh MDL In re American Medical Systems, Inc., Pelvic Repair Systems Products Liability Litigation pending in the Southern District of West Virginia. She also holds leadership roles in pelvic mesh state court litigations, including serving as liaison counsel in the American Medical Systems cases consolidated in Delaware and the Boston Scientific cases consolidated in Massachusetts. Fidelma began working with Motley Rice attorneys in 1997 on the Massachusetts, New York and Rhode Island lawsuits against the tobacco industry. She serves on the Board of Regents at Canisius College and frequently speaks on environmental and mass tort topics at conferences for federal and state court judges, attorneys, academic professionals and law students. PUBLISHED WORKS: "Painting Over Long-Standing Precedent: How the Rhode island Supreme Court Misapplied Public Nuisance Law in State v. Lead Industries Association" Roger Williams University Law Review (Summer 2010) 1 6 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

115 "Access to Justice: The Use of Contingent Fee Arrangements by Public Officials to Vindicate Public Rights" Cardozo J.L. & Gender (Spring 2008) "Negligence in the Paint: The Case for Applying the Risk Contribution Doctrine to Lead Litigation" in Pace Environmental Law Review (Fall 2008) AWARDS AND ACCOLADES: National Law Journal 2015 Outstanding Women Lawyers The Lawdragon Lawdragon 500 Leading Lawyers in America The Legal 500 United States 2013 Mass tort and class action: plaintiff representation - toxic tort The National Trial Lawyers Top 100 Trial LawyersT' - Rhode Island Rhode Island Super Lawyers list 2008, Environmental litigation; Personal injury - products: plaintiff; Class action/mass torts The Best Lawyers in America Mass tort litigation/class actions - plaintiffs Rhode Island Lawyers Weekly 2006 Rhode Island Lawyer of the Year Public Justice Foundation 2014 Trial Lawyers of the Year 2006 Finalist: Trial Lawyers of the Year award ASSOCIATIONS: American Association for Justice American Bar Association American Civil Liberties Union, Volunteer attorney Public Justice Foundation, Rhode Island State Coordinator Rhode Island Association for Justice Rhode Island Women's Bar Association Although it endorses this lawyer, The Legal 500 United States is not a Motley Rice client. The Best Lawyers in America 2014 (Copyright 2013 by Woodward/White, Inc., of Aiken, S.C.) Jodi Westbrook Flowers LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the Second, Fourth, and District of Columbia Circuits U.S. District Court for the District of South Carolina EDUCATION: J.D., University of South Carolina School of Law, Carolina Legal Scholar, 1993 B.A. magna cum laude, College of Charleston, 1989 A veteran of the courtroom, Jodi Westbrook Flowers seeks to protect the health, safety and rights of consumers, families, investors, workers, and victims of crime and terrorism. Jodi has litigated a wide range of cases involving tobacco, asbestos, lead pigment, aviation disasters and vehicle defects, as well as terrorist financing and human rights violations. In the vehicle defect multidistrict litigation, In re General Motors LLC Ignition Switch Litigation, Jodi is working on cases related to economic loss due to faulty ignition switches installed in more than 14 million recalled GM vehicles. Previously, she worked to demonstrate the necessary minimum contacts within the U.S. for the exercise of personal jurisdiction over Bridgestone Corporation in the class action for damages allegedly caused by vehicle and tire defects, In re Bridgestone/Firestone, Inc., ATX, ATX ll and Wilderness Tire Products Liability Litigation, Case No. 00-MDL-1373-SEB (S.D.Ind.). Jodi also handles a variety of cases regarding the statesponsorship of international terrorism, as well as human rights litigation involving violations of international law and human rights abuses. Jodi now leads the legal team founded by Ron Motley that brought the groundbreaking litigation against the financiers and material supporters of al Qaeda. Representing thousands of family members and survivors of Sept. 11, 2001, in a pioneering civil action to hold al Qaeda's sponsors accountable and cut off the terror support pipeline, she serves on the Plaintiffs' Executive Committee for the In re Terrorist Attacks on September 11, 2001 litigation consolidated by the Multidistrict Litigation Panel. Jodi is currently involved in processing claims for the new Victims' Compensation Fund for first responders, area residents, and anyone whose health may have been affected by exposure to environmental toxins released in the terrorist attacks. She was also an integral member of the Motley Rice aviation security litigation team seeking accountability and change in aviation security following the 9/11 attacks. Jodi also played a key role in Linde et al. v. Arab Bank PLC, in which a jury found Jordan-based Arab Bank liable for financing terrorist activity, including funneling financial support to top Hamas leaders and to the families of suicide bombers. This case marked the first time that a financial institution has been brought to trial under the Anti-Terrorism Act. She served as the lead negotiator in the last hold-out of the individual cases against Libya for the Lockerbie bombing of Pan Am Flight 103, and continues to seek justice for victims of Libyan sponsored terrorism during Qadhafi's reign. Jodi also authored an amicus brief, supporting section 1502 of the Dodd- Frank Act, regarding the trade regulation of conflict minerals in the Democratic Republic of the Congo. Jodi has worked on environmental contamination cases in the Virgin Islands involving leaking gas tanks, and she is currently representing clients in advancing their Deepwater Horizon oil spill claims through the programs established by the two settlements reached with BP. Jodi has served on numerous MDL Executive Committees and Subcommittees, and holds several leadership positions within the firm. Jodi began her career applying restitution and fraud theories to the litigation against the tobacco industry which resulted in the historic Master Settlement Agreement between the state attorneys general and the tobacco industry. She developed expert and whistleblower testimony and synthesized millions of pages of documents for trial. She prepared the false-marketing and child targeting case against the tobacco industry which resulted in restrictions on cartoon ads and the retirement of Joe Camel. Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 17

116 Jodi has been interviewed by various media outlets, including U.S. and foreign television, radio and print media. She provides pro bono work on a variety of global, national and community issues and helped establish the firm's Charitable Contributions Committee. PUBLISHED WORKS: "Remarks on the GJIL Symposium on Corporate Responsibility and the Alien Tort Statute," Georgetown Journal of International Law, Volume 43-Issue 4, Summer (43 Geo. J. Intl. L. 1601) AWARDS AND ACCOLADES: The Best Lawyers in America Mass tort litigation/class actions - plaintiff Benchmark Plaintiff 2014 Top 150 Plaintiff Women in Litigation: South Carolina National "Litigation Star": civil rights/human rights and mass tort/product liability South Carolina "Litigation Star": environmental, human rights, mass tort and securities The Lawdragon TM Leading Lawyers in America: Plaintiffs' litigation ASSOCIATIONS: American Association for Justice South Carolina Association for Justice American Bar Association, Center for Human Rights Advisory Council South Carolina Bar Association, International Law Committee Charleston Bar Association Daughters of the American Revolution Vincent L. Greene IV LICENSED IN: RI ADMITTED TO PRACTICE BEFORE: U.S. District Court for the District of Rhode Island EDUCATION: ID., George Washington University, 1998 B.A., College of the Holy Cross, 1995 Vin Greene works on behalf of victims of lead poisoning and asbestos-related diseases. He represents children and families poisoned by exposure to lead paint and pigments in trials, negotiations and settlements. Vin's legal efforts led to his critical role in defeating tort reform legislation in Rhode Island, utilizing testimony, analysis and grassroots outreach to push passage of a bill that helped prevent childhood lead poisoning without infringing on victims' rights. For his numerous efforts and accomplishments, the Childhood Lead Action Project honored him with its Beyond the Call of Duty Award in Currently, Vin represents workers and families suffering from mesothelioma and other asbestos-related diseases as a result of occupational, environmental or household exposure to asbestos. He has managed asbestos cases and negotiations on behalf of hundreds of individuals, including arguing before the Supreme Courts of Ohio and Rhode Island. Vin began working with Motley Rice attorneys in 1997 on the landmark litigation against the tobacco industry and medical malpractice cases. Named a Motley Rice member in 2008, Vin is recognized as an AV rated attorney by Martindale-Hubbell. AWARDS AND ACCOLADES: Rhode Island Super Lawyers lists Personal injury - products: plaintiff; Class action/ mass torts; Environmental litigation Benchmark Plaintiff Rhode Island "Litigation Star": environmental, medical malpractice, toxic tort ASSOCIATIONS: American Association for Justice American Civil Liberties Union Rhode Island Association for Justice, Past President John E. Herrick LICENSED IN: MD, SC ADMITTED TO PRACTICE BEFORE: U.S. District Court for the Central District of Illinois, District of Maryland, District of South Carolina, Eastern and Western Districts of Wisconsin EDUCATION: J.D., University of South Carolina School of Law, 1988 B.A., University of South Carolina, 1983 John Herrick has spent more than 20 years representing victims of asbestos exposure suffering from mesothelioma and other asbestos-related diseases. As a leader of the firm's occupational disease practice, John continues to fight for the rights of those harmed by asbestos and other occupational diseases and assists in managing the firm's asbestos litigation teams. A senior trial lawyer with years of courtroom experience, John represents individuals and families against defendants which manufactured and sold defective and unreasonably dangerous asbestos-containing products and equipment, as well as premise owners and contractors who specified and installed those products. John has litigated asbestos cases resulting from occupational, environmental and household exposure, receiving verdicts in hundreds of matters. Most recently, John was lead trial counsel in a welding fume verdict for the plaintiff on behalf of a welder who developed manganism from exposure to welding fumes. He won the first affirmed jury verdict in the United States for a domestic, asbestos- exposed mesothelioma victim in the Marie Granski case and achieved the first verdict in the United States against SCAPA US, the former manufacturer of asbestoscontaining dryer felts. John also worked as lead trial counsel in the Harlow trial group, cited as a top 100 case of the year by The National Law Journal, and litigated a personal injury case against a tobacco company for a plaintiff harmed by the use of asbestos in cigarette filters. John is recognized as an AV rated attorney by Martindale- Hubbell and frequently serves as a guest speaker at asbestos litigation-related seminars. 1 8 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

117 AWARDS AND ACCOLADES: The Best Lawyers in America`' Product liability litigation - plaintiffs The Legal 500 United States 2009, 2011, 2012 Mass tort and class action: plaintiff representation - toxic tort ASSOCIATIONS: American Association for Justice American Bar Association American Board of Trial Advocates South Carolina Association for Justice James M. Hughes, Ph.D. LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. Supreme Court, U.S. Court of Appeals for the First, Fourth, and Eighth Circuits, U.S. District Court for the District of South Carolina EDUCATION: J.D., University of South Carolina School of Law, 1993 Ph.D., University of Illinois, Chicago, 1983 M.A., University of Illinois, Chicago, 1976 B.A., University of Minnesota, 1975 Jim Hughes develops strategic legal arguments, drafts and argues motions, and litigates cases involving securities fraud. Jim has also represented industrial workers exposed to silica and asbestos in the workplace, arguing before appellate courts in Illinois and Minnesota on behalf of occupational disease victims. He has shared his experience with silica litigation and product identification at several national conferences, addressing the plaintiff's perspective and other pertinent issues. A published author on several legal and academic themes, Jim's law review article, "Informing South Carolina Capital Juries About Parole" (44 S.C. Law Review383, 1993) was cited in 2000 by U.S. Supreme Court Justice John Paul Stevens in his dissenting opinion in Ramdass v. Angelone. His reported opinions include Ison v. E.I. DuPont de Nemours & Co. (Del. 1999), In re Minnesota Asbestos Litigation (Minn., 1996), W.R. Grace & Co. v. CSR Ltd., (III. App. Ct. 1996) and In re Tutu Wells Contamination Litigation (D.V.I. 1995). A former professor of philosophy, Jim began his legal career with the plaintiffs' bar after clerkships with the South Carolina Office of Appellate Defense and a business, employment and intellectual property defense firm. He is recognized as an AV rated attorney by Martindale-Hubbe11. ASSOCIATIONS: American Association for Justice South Carolina Association for Justice Anne McGinness Kearse LICENSED IN: DC, SC, WV ADMITTED TO PRACTICE BEFORE: U.S. District Court for the Eastern District of New York, Eastern and Western Districts of Pennsylvania and District of South Carolina EDUCATION: J.D. cum laude, University of South Carolina School of Law, 1998 B.S., Syracuse University, 1983 With a passion for justice, Anne McGinness Kearse has spent more than a decade seeking to hold accountable numerous corporations that put profits before safety. Through litigation, Anne seeks the implementation of better safety practices and corporate governance measures for those corporations, as well as just compensation for victims of toxic exposure, extreme and life-altering injuries, workplace injuries, severe burns, brain damage, loss of limb and paralysis, as well as wrongful death resulting from negligence and defective products. Anne works closely with victims and their families, often meeting with them in their homes for consultations. She strives to provide each client with personalized attention and individual justice, whether the case is part of a class action or stands alone. Anne believes in building relationships with cocounsel and often collaborates with other attorneys, including estate and probate counsel, in order to approach each case from a team perspective. Anne represents workers diagnosed with the devastating disease mesothelioma caused by asbestos exposure in the chemical, electric power generation, steel or construction industries. She also represents victims of household exposure children and spouses who developed mesothelioma or other asbestos-related diseases after being exposed to asbestos fibers that a family member unwittingly brought home from work on clothes or belongings. Anne has tried several noteworthy asbestos cases, including Cox vs. A&I Company, West Virginia's first household asbestos exposure case, and the 2002 West Virginia Consolidated Asbestos Trial against Union Carbide in which unsafe working conditions were found at its plants throughout the state. In addition to maintaining an active trial schedule, Anne represents Canadian Workers' Compensation Boards in U.S. courts to recoup benefits they paid Canadian asbestos victims. While in law school, Anne supported the team representing the State Attorneys General in the historic lawsuit against Big Tobacco, which resulted in the largest civil settlement in U.S. history. After graduation, she was a member of the trial team that litigated Falise v. American Tobacco Company. Well-versed in navigating complex litigation, Anne holds several leadership positions within the firm, managing legal teams associated with occupational disease, toxic exposure and severe personal injury. Anne has written several articles of interest to the plaintiffs' bar and frequently speaks on asbestos litigation, general product liability, legal ethics and tort reform at seminars across the country. She has been published on major legal issues, including forum non conveniens and Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 1 9

118 defective products abroad, corporate misconduct, medicolegal aspects of asbestos litigation and mass tort litigation. Anne coauthored the 12th chapter of the book, "Pathology of Asbestos- Associated Diseases" (Medicolegal Aspects of Asbestos- Related Diseases: A Plaintiff's Attorney's Perspective, 3rd ed., 2014). Edited by Victor L. Roggli, MD; Tim D. Oury, MD, PhD; and Thomas A. Sporn, MD, this publication is a comprehensive asbestos reference book used by both physicians and attorneys. Anne currently serves as the President Elect of the Public Justice Foundation, a charitable organization focused on protecting people and the environment and increasing access to justice. In 2011, Anne served on the Executive Board for a local chapter of Safe Kids USA, advocating for childhood injury prevention. Anne was a University of South Carolina School of Law bronze Compleat Award recipient in 1998 and is recognized as a BV rated attorney by Martindale-Hubbell. AWARDS AND ACCOLADES: Benchmark Plaintiff 2013 National "Litigation Star": mass tort/product liability - plaintiffs South Carolina "Litigation Star": mass tort/product liability - plaintiffs 2014 Top 150 Women in Litigation list: South Carolina: mass tort/product liability - plaintiffs The Best Lawyers in America 2016 Charleston, S.C. "Lawyer of the Year": Mass tort litigation/class actions - plaintiffs Mass tort litigation/class actions - plaintiffs The National Trial Lawyers 2010 Top 100 Trial LawyersTM: South Carolina The Legal 500 United States 2009, Mass tort and class action: plaintiff representation - toxic tort South Carolina Super Lawyers"' list Class action/mass torts; Personal injury - products: plaintiff; Personal injury - general: plaintiff ASSOCIATIONS: Public Justice Foundation, President Elect American Association for Justice, Chair - Committee on Asbestos Education American Bar Association South Carolina Association for Justice, Board of Governors; Chair - Women's Caucus Litigation Counsel of America Trial Lawyer Honorary Society Order of the Coif Order of the Wig and Robe John Belton O'Neal Inn of Court American Inns of Court, lames L. Petigru Chapter Marlon E. Kimpson LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. District Court for the District of South Carolina, Eastern District of Michigan EDUCATION:.1.D., University of South Carolina School of Law, 1999 B.A., Morehouse College, 1991 Marlon Kimpson represents victims of corporate malfeasance, from investors in securities fraud cases to people injured or killed in catastrophic incidents. Building upon the firm's relationships with unions and governmental entities, Marlon represents individuals, state and municipality pension funds, multi-employer plans, unions and other institutional investors in securities fraud class actions and mergers and acquisition cases to help recover assets and improve corporate governance. Marlon has worked on shareholder derivative litigation and on mergers and acquisitions cases that include: In re Atheros Communications, Inc., Shareholder Litigation; In re Celera Corporation Shareholder Litigation; In re RehabCare Group, Inc. Shareholders Litigation and In re Coventry Healthcare, Inc., Shareholder Litigation. In addition to securities fraud litigation, Marlon has also represented victims of catastrophic personal injury, asbestos exposure, and aviation disasters. He has litigated commercial and charter aviation cases with clients, defendants and accidents involving multiple countries. He has also represented people and businesses that need help filing their claims under the new claims programs established by the two Deepwater Horizon BP oil spill settlements. Marlon currently serves as South Carolina State Senator of District 42, representing citizens of Charleston and Dorchester Counties. A frequent speaker, Marlon has presented at seminars and conferences across the country, including the Public Funds Summit, the National Association of State Treasurers, the South Carolina Black Lawyers' Association, the National Conference on Public Employee Retirement Systems (NCPERS) and the National Association of Securities Professionals (NASP). After five years in commercial banking, Marlon entered the field of law and served as a law clerk to Judge Matthew J. Perry of the U.S. District Court of South Carolina. His legal work and volunteer service also earned him the University of South Carolina School of Law bronze Compleat Award. Martindale- Hubbell recognizes Marlon as a BV rated attorney. Marlon is active in his community and formerly served on the Board of Directors for the Peggy Browning Fund. He has also held leadership roles with the University of South Carolina Board of Visitors, the Charleston Black Lawyers Association and the South Carolina Election Commission. He is a lifetime member of the NAACP and a member of Sigma Pi Phi Boule and Omega Psi Phi fraternity. AWARDS AND ACCOLADES: The Best Lawyers in America Mass tort litigation/class actions - plaintiffs 20 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

119 Benchmark Plaintiff 2012 National "Litigation Star": mass tort/product liability South Carolina "Litigation Star": environmental, mass tort, securities ASSOCIATIONS: American Association for Justice South Carolina Association for Justice National Association of Public Pension Attorneys American Bar Association National Bar Association * The Best Lawyers in America's 2014 (Copyright 2013 by Woodward/White, Inc., of Aiken, S.C.) Gregg S. Levin LICENSED IN: DC, MA, SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the First, Second, Third, Fifth, Ninth and Eleventh Circuits U.S. District Court for the District of Colorado EDUCATION: ID., Vanderbilt University School of Law, 1987 B.A., University of Rochester, 1984 With more than two decades of legal experience, Gregg Levin represents domestic and foreign institutional investors and union pension funds in corporate governance, directorial misconduct and securities fraud matters. His investigative, research and writing skills have supported Motley Rice as lead or co-lead counsel in numerous securities and shareholder derivative cases against Dell, Inc., UBS AG and Cintas Corporation. Gregg manages complaint and brief writing for class action deal cases, shareholder derivative suits and securities fraud class actions. Prior to joining Motley Rice, Gregg was an associate with Grant & Eisenhofer in Delaware, where he represented institutional investors in securities fraud actions and shareholder derivative actions in federal and state courts across the country, including the WorldCom, Telxon and Global Crossing cases. He also served as corporate counsel to a Delaware Valley-based retail corporation from , where he handled corporate compliance matters and internal investigations. Appearing in the media to discuss a variety of securities matters, Gregg has also presented in educational forums, including at the Ethics and Transparency in Corporate America Webinar held by the National Association of State Treasurers. PUBLISHED WORKS: Gregg is a published author on corporate governance and accountability issues, having written significant portions of the treatise Shareholder Activism Handbook (Aspen Publishers, November 2005), as well as several other articles of interest to institutional investors, including: "In re Cox Communications: A Suggested Step in the Wrong Direction" (Bank and Corporate Governance Law Reporter, September 2005) "Does Corporate Governance Matter to Investment Returns?" (Corporate Accountability Report, September 23, 2005) "In re Walt Disney Co. Deriv. Litig. and the Duty of Good Faith under Delaware Corporate Law" (Bank and Corporate Governance Law Reporter, September 2006) "Proxy Access Takes Center Stage: The Second Circuit's Decision in American Federation of State County and Municipal Employees, Employees Pension Plan v. American International Group, Inc." (Bloomberg Law Reports, February 5, 2007) "Investor Litigation in the U.S. -- The System is Working" (Securities Reform Act Litigation Reporter, February 2007) Robert.7. McConnell LICENSED IN: MA, RI ADMITTED TO PRACTICE BEFORE: U.S. District Court for the District of Massachusetts, District of Rhode Island EDUCATION: J.D., Suffolk University School of Law, 1987 A.B., Brown University, 1979 Bob McConnell's practice concentrates on lead pigment litigation, childhood lead poisoning cases, groundwater and soil contamination cases and other toxic environmental litigation. He represents victims seeking corporate accountability as a result of personal injury, property damage and economic loss as a result of negligent environmental practices. Bob was a member of the trial team in the landmark trial on behalf of the state of Rhode Island against corporate defendants from the lead paint industry. He secured the largest lead paint poisoning settlement in Rhode Island on behalf of a child and continues to represent children injured by lead poisoning against property owners, governmental agencies and lead pigment companies. He also played a leading role in a statewide lobbying effort to defeat legislation that would have denied lead-poisoned children and their families the right to seek justice. Through testimony, analysis and grassroots outreach, he helped the Rhode Island legislature pass a bill helping to prevent childhood lead poisoning without infringing on victims' rights. In 2005, he successfully argued the precedent-setting case Thomas v. Mallett 285 Wis 2d 236 as part of the Motley Rice trial team applying risk contribution theory to the lead paint industry before the Wisconsin Supreme Court. More recently, Bob represented more than 100 residents of Tiverton, R.I., in an environmental contamination lawsuit against a major New England utility company. With more than two decades of experience in asbestos litigation, Bob also represents victims of asbestos exposure suffering from mesothelioma and other asbestos-related diseases. He has managed large consolidation trials in several states including Maryland, Mississippi and West Virginia. After beginning his career as a teacher, Bob earned a law degree and clerked for the Honorable Donald F. Shea of the Rhode Island Supreme Court. He joined Motley Rice attorneys on the tobacco litigation team representing multiple state attorneys Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 21

120 general, which resulted in the historic Master Settlement Agreement between the states and the tobacco industry. Highly active in the Rhode Island community, Bob serves as board vice chairman of The Institute for the Study and Practice of Nonviolence, an organization that seeks to promote nonviolence among young people in Rhode Island's inner cities. He is also a board member for the George Wiley Center, which advocates for the rights of low income Rhode Island citizens, and the Fund for Community Progress, an organization that supports 26 grassroots organizations working for long-term community change. Bob frequently speaks about lead paint litigation to local and regional groups such as the Rhode Island Bar Association and the Northeast Conference of Attorneys General. He is recognized as an AV rated attorney by Martindale-Hubbell. AWARDS AND ACCOLADES: The Best Lawyers in America" Mass tort litigation/class actions - plaintiffs Rhode Island Super Lawyers'" lists Plaintiff: Class action/mass torts; Environmental litigation; Personal injury: general Benchmark Plaintiff Rhode Island "Litigation Star": environmental and toxic tort ASSOCIATIONS: American Association for Justice American Bar Association Donald A. Migliori LICENSED IN: MA, MN, NY, RI ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the First and Fourth Circuits, U.S. District Court for the District of Rhode Island, District of Massachusetts and Northern, Southern and Eastern Districts of New York EDUCATION: M.A./J.D., Syracuse University, 1993 A.B., Brown University, 1988 Building upon his experience in complex asbestos cases, the historic tobacco lawsuits and 9/11 litigation, Don Migliori is a multifaceted litigator. He represents victims of terrorism, aviation disasters, defective medical devices and drugs, occupational diseases, antitrust, securities and consumer fraud in cutting-edge litigation that spans the country. Don played a central role in the extensive discovery, mediations and settlements of more than 50 cases of 9/11 aviation liability and damages against numerous defendants. In this role, Don represented families of the victims of the September 11, 2001, attacks who opted-out of the Victim Compensation Fund to seek greater answers, accountability and recourse, and served as liaison counsel for all wrongful death and personal injury cases in the 9/11 aviation security litigation. Additionally, he manages anti-terrorism litigation associated with the 9/11 terrorist attacks as a lead attorney of the 9/11 Families United to Bankrupt Terrorism groundbreaking litigation designed to bankrupt the financiers of al Qaeda. Don serves as co-lead plaintiffs' counsel and liaison counsel for the Composix Kugel Mesh multidistrict litigation, In re Kugel Mesh Hernia Patch Products Liability Litigation, the first MDL in federal Rhode Island Court, on behalf of thousands of individuals alleging injury by the hernia repair patch. In Christopher Thorpe and Laure Thorpe v. Davol, Inc. and C.R. Bard, Inc., the second case to go to trial out of thousands of cases filed in the MDL, the U.S. District Court for the District of Rhode Island found hernia patch manufacturer Davol and parent company C.R. Bard liable for negligent design of the patch and failure to warn of the dangers associated with the patch. The jury awarded $1.5 million to the plaintiffs for personal injury damages and loss of consortium. He serves as liaison counsel for the Composix Kugel Mesh lawsuits consolidated in Rhode Island state court. Don also serves as co-liaison counsel in the N.J. Bard pelvic mesh litigation in Atlantic County and plays a central role in the thousands of cases involving women allegedly harmed by pelvic mesh/sling products. Hundreds of cases have been filed in federal and states courts against multiple defendants. He is a member of the Plaintiffs' Steering Committee for In re Bard IVC Filters Products Liability Litigation, the Levaquin litigation, as well as the Depuy Orthopaedics, Inc. ASRTM' and Pinnacle Hip Implant MDLs. Don contributed his experience in connection with the commencement of and strategy for shareholder derivative litigation brought on behalf Chiquita Brands International, Inc., alleging the defendants breached their fiduciary duties by paying bribes to terrorist organizations in violation of U.S. and Columbian law. He also served as trial counsel for PACE Industry Union-Management Pension Fund in a securities case against Forest Laboratories, Inc., and was involved in the initial liability discovery and trial strategy in an ongoing securities fraud class action involving Household International, Inc. Don began working with Motley Rice attorneys in 1997 on behalf of the State Attorneys General in the historic lawsuit against Big Tobacco, resulting in the largest civil settlement in U.S. history. He tried several noteworthy asbestos cases on behalf of mesothelioma victims, including the state of Indiana's first contractor liability verdict and first premises liability verdict for wrongful exposure to asbestos. He continues to manage asbestos cases and actively litigates mesothelioma lawsuits and individual tobacco cases in the courtroom. Don is a frequent speaker at legal seminars across the country and has appeared on numerous television and radio programs, as well as in print media to address legal issues related to terrorist financing, aviation security, class action litigation, premises liability and defective medical devices. A "Distinguished Practitioner in Residence" at Roger Williams University School of Law for the academic year, he currently teaches mass torts as an adjunct professor. Don is an AV rated attorney by Martindale-Hubbell. 22 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

121 AWARDS AND ACCOLADES: The Best Lawyers in America" Mass tort litigation/class actions - plaintiffs Rhode Island Super Lawyers* lists Top 10 "Best of the Best" Class action/mass torts; Personal Injury - products: plaintiff; Aviation and aerospace The National Trial Lawyers 2010-present Top 100 Trial LawyersTm: Rhode Island Rhode Island Lawyers Weekly 2011 Lawyers of the Year Massachusetts Lawyers Weekly 2011 Lawyers of the Year Benchmark Plaintiff Rhode Island "Litigation Star": human rights and product liability 2010 Lawdragon TM 3,000 Providence Business News 2005 Forty Under 40 ASSOCIATIONS: American Association for Justice, Board of Governors; Executive Committee American Bar Association Rhode Island Association for Justice, former President The Fellows of the American Bar Foundation William H. Narwold LICENSED IN: CT, DC, NY, SC ADMITTED TO PRACTICE BEFORE: U.S. Supreme Court, U.S. Court of Appeals for the First, Second, Third, Fourth, Fifth, Sixth, Eighth, Ninth, Tenth, Eleventh, D.C., and Federal Circuits, U.S. District Court for the District of Colorado, District of Connecticut, Eastern and Southern Districts of New York, District of South Carolina EDUCATION: J.D. cum laude, University of Connecticut School of Law, 1979 B.A., Colby College, 1974 Bill Narwold has advocated for corporate accountability and fiduciary responsibility for nearly 35 years, representing consumers, governmental entities, unions and institutional investors. He litigates complex securities fraud, shareholder rights and consumer fraud lawsuits, as well as matters involving unfair trade practices, antitrust violations, whistleblower/qui tam claims and intellectual property matters. Bill leads Motley Rice's securities and consumer fraud litigation teams and manages the firm's appellate group. His experience includes being involved in more than 200 appeals before the U.S. Supreme Court, U.S. Courts of Appeal and multiple state courts. Prior to joining Motley Rice in 2004, Bill directed corporate, financial, real estate, trust and estate litigation on behalf of private and commercial clients for 25 years at Cummings & Lockwood in Hartford, Connecticut, including 10 years as managing partner. Prior to his work in private practice, he served as a law clerk for the Honorable Warren W. Eginton of the U.S. District Court, District of Connecticut from Bill often acts as an arbitrator and mediator both privately and through the American Arbitration Association. He is a frequent speaker on legal matters, including class actions. Named one of 11 lawyers "who made a difference" by The Connecticut Law Tribune, Bill is recognized as an AV rated attorney by Martindale-Hubbello. Bill has served the Hartford community with past involvements including the Greater Hartford Legal Assistance Foundation and Lawyers for Children America. For more than twenty years, Bill served as a Director and Chairman of Protein Sciences Corporation, a biopharmaceutical company in Meriden, Connecticut. AWARDS AND ACCOLADES: The Best Lawyers in America* 2013 "Lawyer of the Year" Hartford, CT: litigation - banking & finance Banking and finance, mergers and acquisitions, securities Connecticut Super Lawyers* and New England Super Lawyers* lists Securities litigation; Class action/mass torts 2008 The Best of the U.S. list Connecticut Bar Foundation 2008 Legal Services Leadership Award ASSOCIATIONS: American Bar Association National Association of Consumer Advocates Connecticut Bar Foundation, Past President University of Connecticut Law School Foundation, past Board of Trustees member * For full Super Lawyers selection methodology visit: bout/selection_process.htm I For current data visit: selection_details.html For Best Lawyers selection criteria: Lance Oliver LICENSED IN: AL, DC, FL, SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the District of Columbia, Second, Fifth and the Eleventh Circuits, U.S. District Court for the District of Columbia EDUCATION: 3.D., Duke University School of Law, 2004 B.A., Samford University, 2001 Lance Oliver focuses his practice on class actions, mass torts and other complex litigation. He represents institutional investors in securities fraud class actions and merger and acquisition litigation, and has experience in trial and appellate courts, as well as arbitration and mediation. His recent experience includes: Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 23

122 Serving as trial counsel representing individual smokers and families of deceased smokers against tobacco manufacturers in the Engle-progeny litigation pending in Florida Litigating and resolving shareholders' breach of fiduciary duty claims in In re Coventry Health Care, Inc. Shareholder Litigation Serving as co-class counsel in Alaska Electrical Pension Fund, et al. v. Pharmacia Corp., et al., a securities fraud class action that settled for $164 million dollars* Litigating and resolving shareholders' breach of fiduciary duty claims in In re Rehabcare Group, Inc. Shareholder Litigation, which resulted in creating a $2.5 million settlement fund for Rehabcare shareholders* Lance has devoted a substantial amount of time to litigating securities fraud class actions and played a key role in documenting and administering the following class action settlements: In re Select Medical Corp. Sec. Litig. (settled for S5 million*); In re NPS Pharm., Inc. Sec. Litig. (settled for S15 million*); In re MBNA Sec. Litig. (settled for $25 million*); In re Dell Sec. Litig. (settled for $40 million*). Prior to joining Motley Rice in 2007, Lance served as an associate in the Washington, D.C., office of a national law firm, where he worked on complex products liability litigation at both the trial and appellate levels. Lance also has experience in SEC whistleblower actions. Lance is an active member of the National Conference on Public Employee Retirement Systems (NCPERS) and the International Foundation of Employee Benefit Plans (IFEBP). After graduating from Duke Law School, he served as a law clerk to the Honorable James Hughes Hancock of the U.S. District Court, Northern District of Alabama. He is recognized as an AV rated attorney by Martindale-Hubbell. AWARDS AND ACCOLADES: South Carolina Super Lawyers"' Rising Stars list Securities litigation; Class action/mass torts ASSOCIATIONS: American Bar Association Mary F. Schiavo LICENSED IN: DC, FL, MD, MO, SC ADMITTED TO PRACTICE BEFORE U.S. Supreme Court EDUCATION: J.D., New York University School of Law, 1980 (Root-Tilden Scholar) M.A., The Ohio State University, 1977 (University Fellow) B.A. cum laude, Harvard University, 1976 A CNN Analyst and former U.S. Department of Transportation Inspector General, Mary Schiavo seeks accountability and industry change from corporations, institutions and the government so that they may meet their obligation to protect the safety and security of the traveling public. With years of experience in transportation litigation, Mary represents victims and their families suffering from negligence of airline, automotive, commercial trucking, motorcoach and rail companies. A leader of the firm's aviation team, Mary has represented passengers and crew of most major U.S. air crashes, as well as pilots and passengers on private or charter planes. She represents passengers, pilots, flight attendants and select owners and operators. Her experience with major, complex aviation litigation includes more than 50 cases on behalf of the family members of the passengers and crew of all the planes hijacked on Sept. 11, Mary has held numerous government appointments under three U.S. Presidents, including that of Inspector General of the U.S. Department of Transportation from 1990 to Under Mary's direction, the agency investigated air safety, crimes and disasters; secured more than 1,000 criminal convictions; and exposed billions of dollars of fraud, waste and abuse of taxpayer money. She testified before Congress multiple times on transportation safety, security, budgeting and infrastructure. In recognition of her work combating the use of bogus aircraft parts worldwide, Mary was honored by Aviation Week with its Aviation Laurel Award in 1992 and 1995 and was inducted into the Aviation Laurel Hall of Fame in As an Assistant U.S. Attorney early in her career, Mary litigated civil cases and prosecuted federal white-collar crimes, bank and securities fraud, mail and wire fraud, drug trafficking and counterfeiting. During her appointment, she also served on the U.S. Department of Justice's Organized Crime and Racketeering Strike Force, prosecuting high-profile criminal cases of bank and securities fraud and related mail and wire fraud, including a large investigation of a bank and securities fraud scheme that resulted in the federal takeover of banks, savings and loans throughout the Midwest. In 1987, Mary was selected as a White House Fellow and assigned to the U.S. Attorney General, where she worked as the Special Assistant for Criminal Affairs. In this role, she reviewed high security prosecutions, prepared Foreign Intelligence Surveillance Act Requests, attended foreign legal summits with the Attorney General and worked on international prisoner and evidence exchanges. During this time, she also taught trial technique at the U.S. Attorney General's Advocacy Institute and the Federal Bureau of Investigation Academy. Her work earned her an appointment as the Assistant U.S. Secretary of Labor in 1989, where she led the Office of Labor Management Standards, supervising union elections and investigations on election and financial irregularities. A frequent on-air contributor or consultant for several networks, Mary has appeared on CNN, ABC, CBS, Fox News, NBC, BBC, the History Channel and Discovery Channel. Named by Glamour magazine as a 1997 Woman of the Year, 1987 Working Woman of the Year and a Top Ten College Student in 1975, she has spoken about aviation safety on 20/20, 60 Minutes, Good Morning America, Larry King Live, Nancy Grace, Nightline, Oprah, The O'Reilly Factor, Today, and Your World with Neil Cavuto, among others. Mary is the author of Flying Blind, Flying Safe, a New York Times bestseller, featured in Time magazine for exposing the poor safety and security practices of the airlines and the failures of the federal government to properly regulate the aviation industry. She contributed to Aviation Security 24 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

123 Management (Volume One, 2008) and Supply Chain Security (Volumes One and Two, 2010). Mary received her pilot's license soon after her driver's license, and later completed private and commercial flight training at The Ohio State University. She returned to The Ohio State University as the McConnell Aviation Chair and professor from and as the Enarson Professor of Public Policy from She has also served as a practitioner in residence at the New York University School of Law. AWARDS AND ACCOLADES: The Best Lawyers in America Mass tort litigation/class actions - plaintiffs National Law Journal 2015 Outstanding Women Lawyers Aviation Week 1997 Inducted to the Aviation Laureates Hall of Fame 1992,1995 Aviation Laurel Award in recognition of her work combating the use of bogus aircraft parts Benchmark Plaintiff 2014 Top 150 Women in Litigation list: South Carolina - mass tort, securities, aviation South Carolina "Litigation Star": mass tort, securities, aviation National "Litigation Star": mass tort/product liability ASSOCIATIONS: American Association for Justice American Bar Association, First Female Assembly Delegate, House of Delegates International Society of Air Safety Investigators, affiliate member International Air and Transportation Safety Bar Carmen S. Scott LICENSED IN: SC EDUCATION: J.D., University of South Carolina School of Law, 1999 B.A., College of Charleston, 1996 With a focus on women's products, Carmen Scott represents victims of harmful medical drugs and devices, medical negligence, and corporate misconduct. Carmen helps lead Motley Rice's mass tort pharmaceutical litigation by managing complex personal injury and economic recovery damages cases. She has been on the forefront of national contraceptive litigation involving products such as Essure, Mirena IUD, Nuvaring, Yaz and Yasmin. She served on the Plaintiffs' Steering Committee in In re NuvaRing Products Liability Litigation, serves as co-lead counsel in In re Mirena Product Liability state court consolidation in New Jersey, and is Co-Chair of the AAJ Mirena IUD Litigation Group. She was also appointed to the Plaintiffs' Steering Committee for the multidistrict litigation In re Power Morcellator Products Liability Litigation. Carmen currently represents clients in a variety of drug product mattersin state and federal courts. Prior to joining Motley Rice in 2005 and concentrating her efforts on the medical practice area, Carmen represented numerous clients in jury trials, working on products liability, personal injury and business cases for both plaintiffs and defendants. Carmen is a frequent speaker on medical litigation and topics involving women's products, regularly lecturing at both legal seminars and public advocacy events on such issues as plaintiffs' rights in medical negligence and dangerous drug cases. She has been quoted in numerous national media outlets and publications, including The Associated Press, NBC News New York, Marie Claire, Motheriones and The Safety Report. A South Carolina native and active in the community, Carmen proudly serves on the Board of the South Carolina chapter of Make-A-Wish, fundraising and promoting the organization's mission, as well as serving as a "wish-granter" for selected families. She has also served as a board member for the nonprofit organization Charleston County Friends of the Library, and is currently a College of Charleston alumni board member. AWARDS AND ACCOLADES: South Carolina Super Lawyers list Personal injury plaintiff: products; Class action/ mass torts South Carolina Super Lawyers Rising Stars list Personal injury plaintiff: products; Class action/ mass torts Charleston Regional Business Journal 2013 Forty Under 40 ASSOCIATIONS: American Association for Justice, Exchange Advisory Committee American Bar Association South Carolina Association for Justice South Carolina Women Lawyers Association Fred Thompson III LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. Supreme Court, U.S. Court of Appeals for the Fourth Circuit, U.S. District Court for the District of South Carolina EDUCATION: J.D. with distinction, Duke University School of Law, 1979 B.A. cum laude, Yale University, 1973 With more than two decades of diverse experience in personal injury, commercial and toxic tort law, Fred Thompson represents people harmed by negligence, product defects or misconduct. As a leader of the medical litigation team, Fred manages cases related to defective medical devices, harmful pharmaceutical drugs, medical malpractice, and nursing home abuse. His work has led to his appointment to numerous leadership positions, including: Co-lead coordinating counsel for the pelvic mesh lawsuits consolidated in the U.S. District Court for the Southern District of West Virginia Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 25

124 Plaintiffs' co-lead counsel for the Mirena IUD multidistrict litigation in the U.S. District Court for the Southern District of New York Plaintiffs' co-lead counsel for the federal Digitek consolidation. Plaintiffs' Steering Committee member for the Medtronic Sprint Fidelis defibrillator lead Plaintiffs' Steering Committee member for the Avandia0 federal multidistrict litigation Plaintiffs' Steering Committee member for the Trasylo10 federal multidistrict litigation Chairman of the American Association for Justice's Digitek Litigation Group Co-chairman of the AAJ's Kugel Mesh Litigation Group. Fred is also active with the firm's consumer fraud, commercial and economic damage litigation. He has represented clients in litigation involving bond issues and securities fraud in federal, state and bankruptcy forums as well as through alternative dispute resolution. Additionally, Fred has practiced commercial transaction work, including contracting, corporate, partnership and limited liability company formation, and capital acquisitions. Recognized as an AV rated attorney by Martindale-Hubbell, Fred frequently speaks on medical litigation topics at legal seminars throughout the country. He co-authored "Composix Kugel Mesh: A Primer" for the Spring 2008 AAJ Section on Toxic, Environmental & Pharmaceutical Torts newsletter. Fred serves his local community as a Board Member for the East Cooper Community Outreach organization. ASSOCIATIONS: American Association for Justice ADDITIONAL SECURITIES LITIGATORS Andrew P. Arnold LICENSED IN: NY EDUCATION: J.D., with honors, University of North Carolina School of Law, 2013 B.A., with highest honors, University of North Carolina at Chapel Hill, 2002 Andrew Arnold represents institutional investors and individuals in complex securities, corporate governance and shareholder litigation. He concentrates his practice on investigating and developing securities fraud class actions, shareholder derivative lawsuits, and merger and acquisition litigation. Prior to joining Motley Rice, Andrew practiced commercial litigation and investor-state dispute settlement in the Washington, D.C. office of a large international law firm. He was recognized on the 2014 Capital Pro Bono High Honor Roll for serving 100 pro bono hours in the D.C. area. While attending the University of North Carolina School of Law, Andrew was a member of the North Carolina Law Review and served as a judicial intern for the North Carolina Court of Appeals and as a research assistant for Professor Thomas Lee Hazen, a prominent securities regulation scholar. Andrew also has an extensive background in software development, primarily in the healthcare industry, where he designed and developed software to ensure compliance with government regulations. Sara 0. Couch LICENSED IN: FL, SC EDUCATION: ID., University of North Carolina School of Law, 2013 A.B., Duke University, 2009 Sara Couch represents institutional investors, government entities and consumers in securities and consumer fraud litigation. Sara also assists in the litigation of individual tobacco cases. Prior to joining Motley Rice, Sara served as a law clerk with the North Carolina Department of Justice, where she researched and drafted briefs and memoranda regarding the False Claims Act and Stark Law for the North Carolina Medicaid Civil Enforcement Division. She also investigated allegations of healthcare fraud and presented findings to the division. During law school Sara was a certified student practitioner with the University of North Carolina Civil Litigation Clinic. As a student practitioner, Sara represented clients in administrative hearings, obtaining successful outcomes and needed relief. She also represented several inmates in an action against the North Carolina prison system, conducting depositions and assisting in obtaining a preliminary injunction against the prison. While attending the University of North Carolina School of Law, Sara competed in the Kilpatrick Townsend 1L Mock Trial Competition and was awarded best oral advocate during the preliminary round. She was a staff member of the First Amendment Law Review and was a member of the Carolina Law Ambassadors. Sara also volunteered with Legal Aid of North Carolina, assisting advocates for Children's Services with a school-to-prison pipeline project by researching education policy issues, North Carolina case law and education data to be used in education litigation. Sara completed a total of 50 hours of pro bono service while a student at UNC School of Law. An avid rower, Sara was a varsity member of the NCCA Division-I Duke University's rowing team and is a classically-trained pianist. 26 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

125 Max N. Gruetzmacher LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. District Court for the District of South Carolina EDUCATION: J.D., Marquette University Law School, 2008 B.A., University of Wisconsin-Madison, 2004 Max Gruetzmacher focuses his practice on securities and consumer fraud, representing large public pension funds, unions and other institutional investors in securities and consumer fraud class actions and shareholder derivative suits. Max has represented clients in a variety of complex litigation cases, including the following: City Of Sterling Heights Retirement System v. Hospira, Inc.; In re Coventry Health Care, Inc. Shareholders Litigation; In re Force Protection, Inc. Litigation; Minneapolis Firefighter's Relief Association v. Medtronic, Inc.; In re NYSE EURONEXT Shareholder Litigation; In re Par Pharmaceutical Companies, Inc. Shareholders Litigation; In re Synovus Financial Corp.; In re The Shaw Group Shareholders Litigation; and In re Winn-Dixie Stores, Inc. Shareholders Litigation. Prior to joining Motley Rice, Max gained experience working on a variety of complex discovery matters as a project attorney. He served as a legal intern during law school for the Wisconsin State Public Defender, Appellate Division, where he aided assistant public defenders in appellate criminal defense and handled legal research and appellate brief writing projects. Max was also a member of the Pro Bono Society and conducted research for the Legal Aid Society of Milwaukee. ASSOCIATIONS: South Carolina Bar Association Charleston County Bar Association Mathew P. Jasinski LICENSED IN: CT, NY ADMITTED TO PRACTICE BEFORE: U.S. Supreme Court, U.S. Court of Appeals for the First and Second Circuits, U.S. District Court for the District of Connecticut and Southern District of New York EDUCATION: J.D. with high honors, University of Connecticut School of Law, 2006 B.A. summa cum laude, University of Connecticut, 2003 Mathew Jasinski represents consumers, businesses, and governmental entities in class action and complex cases involving consumer protection, unfair trade practices, commercial, environmental and securities litigation. Mathew currently represents the plaintiffs in several putative and certified class actions involving such claims as breach of contract and unfair trade practices. He has experience in complex commercial cases regarding claims of fraud and breach of fiduciary duty and has represented an institutional investor in its efforts to satisfy a judgment obtained against the operator of a Ponzi scheme. Mathew recently obtained a seven-figure arbitration award in a case involving secondary liability for an investment advisor's conduct under the Uniform Securities Act. Please remember that every case is different. Any result we achieve for one client in one matter does not necessarily indicate similar results can be obtained for other clients. Mathew additionally serves the firm's appellate group. He has worked on numerous appeals before several state and federal appellate courts throughout the country. Prior to joining Motley Rice in 2009, Mathew practiced complex commercial and business litigation at a large defense firm. He began his legal career as a law clerk for Justice David M. Borden (ret.) of the Connecticut Supreme Court. During law school, Mathew served as executive editor of the Connecticut Law Review and judging director of the Connecticut Moot Court Board. He placed first in various moot court and mock court competitions, including the Boston region mock trial competition of the American Association for Justice. As an undergraduate, Mathew served on the board of associate directors for the University of Connecticut's honors program and was recognized with the Donald L. McCullough Award for his student leadership. Mathew continues to demonstrate civic leadership in the local Hartford community. He is a member of the board of directors for the Hartford Symphony Orchestra and is a commissioner of the Hartford Parking Authority. Previously, Mathew served on the city's Charter Revision Commission and its Young Professionals Task Force, an organization focused on engaging young professionals and positioning them for future business and community leadership. PUBLISHED WORKS: "On the Causes and Consequences of and Remedies for Interstate Malapportionment of the U.S. House of Representatives" (Jasinski and Ladewig, Perspectives on Politics, Vol. 6, Issue 1, March 2008) "Hybrid Class Actions: Bridging the Gap Between the Process Due and the Process that Functions" (Jasinski and Narwold), The Brief, Fall 2009 AWARDS AND ACCOLADES: Connecticut Super Lawyers' Rising Stars list Business litigation; Class action/mass torts; Appellate Hartford Business Journal 2009 "Forty Under 40" ASSOCIATIONS: American Association for Justice American Bar Association Connecticut Bar Association Oliver Ellsworth Inn of Court Phi Beta Kappa * For full Super Lawyers selection methodology visit: www. superlawyers.com/about/selection.process.html For 2013 CT data visit: selection_details.html Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 27

126 Joshua Littlejohn LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the Third Circuit; U.S. District Court for the District of Colorado, District of South Carolina EDUCATION: J.D., Charleston School of Law, 2007 B.A., University of North Carolina at Asheville, 1999 With a broad base of experience in complex litigation including securities fraud, breach of fiduciary duty, mass tort and catastrophic injury matters Josh Littlejohn plays a leading role in many of Motley Rice's most complex securities cases, particularly those involving healthcare. Josh represents public pension funds, unions and institutional investors in both federal and state courts. He also represents individuals with catastrophic injuries and victims of medical malpractice. Josh works directly with clients and has been involved in all aspects of the litigation process, including initial case evaluation, discovery, resolution and trial. Among other complex matters, Josh has litigated securities fraud actions against St. Jude Medical, Inc., Pharmacia Corporation and NPS Pharmaceuticals. He also serves as local counsel in a patent case against the drug manufacturer AstraZeneca Pharmaceuticals, L.P., pending in the U.S. District Court for the District of South Carolina. Josh has helped Motley Rice expand its shareholder derivative practice, litigating cases against boards of directors of publicly traded companies including Omnicare, Inc., Chemed Corporation, IPC Hospitalists, Inc., Walgreen Co., Cintas Corporation, among numerous others. Josh has experience handling several types of shareholder cases, including corporate takeover cases litigated through and beyond the preliminary injunction phase and books & records cases litigated through trial. AWARDS AND ACCOLADES: South Carolina Super Lawyers' Rising Stars list Securities litigation; Class action/mass torts; General litigation ASSOCIATIONS: American Bar Association South Carolina Association for Justice Meredith B. Miller LICENSED IN: SC, TX ADMITTED TO PRACTICE BEFORE: U.S. District Court for the Northern, Southern, Eastern and Western Districts of Texas EDUCATION: J.D., University of Texas School of Law, 2011 B.A., with distinction, University of North Carolina, Chapel Hill, 2008 Meredith Miller represents public pension funds, unions and other institutional investors in both federal and state courts. She also represents victims of medical malpractice. Meredith works directly with clients and is typically involved in the initial case evaluation, discovery, and various motion practice. Meredith is a member of the team representing investors in securities fraud class actions filed against Advanced Micro Devices, Barrick Gold and SAC Capital. She is also part of the team bringing claims for breach of fiduciary duty against current and former directors of Lululemon for failing to investigate potential insider trades allegedly made by the company's founder and former chairman. Prior to joining Motley Rice, Meredith gained trial and settlement experience as an associate at a Dallas, Texas, law firm working in business and construction litigation. While attending the University of Texas School of Law, she clerked for an Austin firm, represented victims in court as a student attorney in the UT Law Domestic Violence Clinic and was a Staff Editor of the Review of Litigation journal. During her undergraduate and law school career, Meredith studied abroad in Paris, France, Geneva, Switzerland and Puebla, Mexico. ASSOCIATIONS: Charleston County Bar Association Christopher F. Moriarty LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. District Court for the District of Colorado, Northern District of Illinois, District of South Carolina EDUCATION: J.D., Duke University School of Law, 2011 M.A., Trinity College, University of Cambridge, 2007 B.A., Trinity College, University of Cambridge, 2003 Christopher was a member of the litigation teams representing investors as lead counsel in securities fraud litigation involving Hill v. State Street Corporation ($60 million recovery*); In re Hewlett-Packard Co. Securities Litigation ($57 million recovery*); and Ross v. Career Education Corp. ($27.5 million recovery*). In addition, Christopher represented institutional investors in shareholder derivative litigation in In re Walgreen Co. Derivative Litigation, which secured corporate governance reforms to ensure compliance with the Controlled Substances Act*. 28 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

127 Christopher is currently a member of the teams representing investors in the following cases: Fdrsta AP-Fonden and Danske Invest ManagementA/S v. St. Jude Medical, Inc.; In re Medtronic, Inc. Securities Litigation; City of Brockton Retirement System v. Avon Products, Inc.; In re Barrick Gold Securities Litigation; and In re Conn's, Inc. Securities Litigation. While in law school, Christopher was a member of the Moot Court Board, served as an Executive Editor of the Duke Journal of Constitutional Law and Public Policy, and taught a course on constitutional law to LL.M. students. Christopher has also drafted amicus curiae briefs in numerous constitutional law cases before the U.S. Supreme Court, which has cited his work. Christopher was called to the Bar in England and Wales by the Honourable Society of the Middle Temple. AWARDS AND ACCOLADES: South Carolina Super Lawyers"' Rising Stars list 2016 Securities litigation ASSOCIATIONS: American Bar Association South Carolina Bar Association Charleston County Bar Association South Carolina Association for Justice William S. Norton LICENSED IN: MA, NY, SC ADMITTED TO PRACTICE BEFORE: U.S. Supreme Court; U.S. Court of Appeals for the First and Second Circuits; U.S. District Court for the District of Colorado, Northern District of Illinois, Eastern and Southern Districts of New York, and District of South Carolina EDUCATION: J.D., Boston University School of Law, 2004 B.A./B.S. magna cum laude, University of South Carolina, 2001 Bill Norton litigates securities fraud, corporate governance, and other complex class-action and commercial litigation. Bill has represented public retirement systems, union pension funds, investment companies, banks, and other institutional and individual investors before federal, state, and appellate courts throughout the country. He also has experience representing whistleblowers who report violations of the law to the U.S. Securities and Exchange Commission under the Dodd-Frank Whistleblower Program. Federal Securities Fraud Litigation Bill is a member of the litigation teams representing institutional investors as lead counsel in litigation involving Advanced Micro Devices, Inc., Avon Products, Inc., International Business Machines Corporation, and Impax Laboratories, Inc. He also played a key role in the following cases: Bennett v. Sprint Nextel Corp. ($131 million recovery*) Hill v. State Street Corporation ($60 million recovery*) City of Sterling Heights General Employees' Retirement System v. Hospira, Inc. ($60 million recovery*) In re Hewlett-Packard Company Securities Litigation ($57 million recovery*) Ross v. Career Education Corporation ($27.5 million recovery") Shareholder Derivative Litigation Bill is a member of the teams representing institutional investors in shareholder derivative litigation on behalf of Chemed Corporation. He was also a member of the teams that litigated the following cases: Manville Personal Injury Settlement Trust v. Gemunder ($16.7 million payment to the company and significant corporate governance reforms*) In re Walgreen Co. Derivative Litigation (corporate governance reforms ensuring compliance with Controlled Substances Act*) Merger and Acquisition Litigation Bill has represented institutional shareholders in litigation concerning corporate mergers and acquisitions, including the following cases: In re Allion Healthcare, Inc. Shareholders Litigation ($4 million payment to shareholders*) In re RehabCare Group, Inc., Shareholders Litigation ($2.5 million payment, modification of merger agreement, and additional disclosures to shareholders*) In re Atheros Communications Shareholder Litigation (preliminary injunction delaying shareholder vote and requiring additional disclosures to shareholders in $3.1 billion merger") Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc. (preliminary injunction requiring additional disclosures to shareholders in $143 million private-equity buyout*) In re The Shaw Group Shareholders Litigation (class-wide, optin appraisal right and additional disclosures to shareholders in $3 billion merger*) Other Securities, Consumer Fraud, and Commercial Litigation Bill has also represented clients in a wide variety of securities, consumer fraud, and commercial litigation, including the following cases: Class action on behalf of municipal-bond investors in an alleged 38-state Ponzi scheme Class action against DirecTV regarding early cancellation fees Class action on behalf of satellite retailers against EchoStar Corporation, resulting in settlement valued at approximately $83 million* Litigation on behalf of a German bank concerning investments in mortgage-backed collateralized debt obligations Federal and state lawsuits regarding variable life insurance investments funneled to the Madoff Ponzi scheme Litigation on behalf of real-estate investors regarding luxury real-estate development Prior to joining Motley Rice, Bill practiced securities and commercial litigation in the New York office of an international law firm. While attending law school, Bill served as an Editor of the Boston University Law Review and was a G. Joseph Tauro Distinguished Scholar. He served as a law clerk in the United States Attorney's Office for the District of Massachusetts, represented asylum seekers at Greater Boston Legal Services, and studied law at the University of Oxford. Prior to law school, Bill worked for the United States Attorney's Office for the District of South Carolina and with the Neighborhood Legal Assistance Program of Charleston through a grant program. Bill Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 29

128 graduated Phi Beta Kappa from the University of South Carolina Honors College. Bill is recognized as an AV -rated attorney by Martindale-Hubbell. AWARDS AND ACCOLADES: South Carolina Super Lawyers Rising Stars list Securities litigation; class action/mass torts; general litigation ASSOCIATIONS: Federal Bar Association American Bar Association American Association for Justice New York State Bar Association South Carolina Bar Association Charleston County Bar Association Meghan S. B. Oliver LICENSED IN: DC, SC, VA EDUCATION: JD., University of Virginia School of Law, 2004 B.A. with distinction, University of Virginia, 2000 Meghan Oliver's practice includes work on securities fraud cases, antitrust litigation, general commercial litigation, and consumer fraud litigation. She is actively involved in In the Matter of Bayer Corp., Case No. 07-CI-00148, pending in Franklin Circuit Court in Kentucky. Meghan's securities fraud work includes cases involving Medtronic, Inc., Hospira, Inc., and several others. Her antitrust experience at Motley Rice has focused on generic drug cases. Prior to joining Motley Rice, Meghan worked as a business litigation and antitrust associate in Washington, D.C. There, she assisted in the trial of a multidistrict litigation antitrust case and assisted in multiple corporate internal investigations. She is a member of Phi Beta Kappa. ASSOCIATIONS: American Bar Association Michael 1. Pendell LICENSED IN: CT, NY ADMITTED TO PRACTICE BEFORE: U.S. District Court for the District of Connecticut, Southern and Eastern Districts of New York EDUCATION: J.D., summa cum laude, Albany Law School, 2007 B.A., cum laude, Emerson College, 2000 Michael Pendell focuses his practice on representing workers and their families, as well as pension fund trustees and other institutional investors in securities, consumer fraud and complex class action. Michael, along with other Motley Rice attorneys, represented a union pension fund as co-lead counsel in a securities fraud class action to recoup losses against a telecom provider that allegedly provided false information regarding its financial results, causing artificially inflated stock prices that subsequently plummeted when the truth was made known. The settlement is pending court approval. Michael also has experience representing institutional and individual investors in claims involving common law fraud pursuant to state securities laws. Michael recently played a central role on the litigation team that obtained a seven-figure arbitration award in a case involving secondary liability for an investment advisor's conduct under the Uniform Securities Act. Michael also has experience in complex commercial cases regarding claims of fraud, breach of contract, and tortuous interference. He represents plaintiffs in a wide array of personal injury actions, and serves as trial counsel representing individual smokers and families of deceased smokers against tobacco manufacturers in the Engle-progeny litigation pending in Florida. Michael joined Motley Rice after serving as an associate with a Connecticut-based law firm, where he first gained experience in both federal and state courts in such areas as commercial and construction litigation, media and administrative law, personal injury defense and labor and employment matters. Michael previously taught business law to BA and MBA candidates as an adjunct professor at Albertus Magnus College. Michael served as a legal intern for the Honorable Randolph F. Treece of the U.S. District Court for the Northern District of New York and as a law clerk for the Major Felony Unit of the Albany County District Attorney's Office. He served as the executive editor for the New York State Bar Association Government Law & Policy Journal and senior editor for the Albany Law Review, which published his 2008 article entitled, "How Far is Too Far? The Spending Clause, the Tenth Amendment, and the Education State's Battle Against Unfunded Mandates." AWARDS AND ACCOLADES: Connecticut Super Lawyers Rising Stars list Securities litigation; Business litigation; Personal injury - products: plaintiff ASSOCIATIONS: American Association for Justice Connecticut Bar Association New York State Bar Association * Prior results do not guarantee a similar outcome. For full Super Lawyers selection methodology visit: www. superlawyers.com/about/selection_process.html For CT data visit: connecticut/selection_details.html Laura W. Ray LICENSED IN: CT EDUCATION: J.D. with High Honors, University of Connecticut School of Law, 1989 B.S.B.A. magna cum laude, Boston University, 1983 Laura Ray handles complex securities litigation for victims of corporate wrongdoing, including institutional investors and union pension funds. Laura is a member of the team leading a proposed class action alleging that Investment Technology Group (ITG) defrauded shareholders by concealing the actions that led 30 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

129 to a regulatory sanction fine levied against it by the SEC. The fine announcement, made in August 2015, allegedly resulted in stockholders suffering a loss of more than 23 percent in share value. The million sanction is considered the largest fine levied by the SEC against a private securities trading forum, otherwise known as a dark pool. Prior to joining Motley Rice, Laura worked in commercial litigation, handling trial and appellate litigation, arbitration and mediation. Laura served as law clerk to Justice Robert J. Callahan of the Connecticut Supreme Court. Laura began her career as a certified public accountant. Ann K. Ritter Senior Counsel and Securities Case Coordination Manager LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the Third and Eleventh Circuits EDUCATION: J.D., University of Tennessee, 1982 B.S., Florida State University, 1980 As Senior Counsel for Motley Rice, Ann Ritter plays a key role on Motley Rice's securities team, which represents domestic and foreign institutional investors in complex cases involving shareholder rights, corporate governance, securities and consumer fraud. She possesses more than 25 years of experience in complex litigation involving matters as varied as securities, products liability and consumer protection. Ann serves as a frequent speaker on legal topics such as worker safety, shareholder rights and corporate governance. In 2007, she addressed leading German institutional investors as a keynote speaker on the impact of U.S. class actions at the Deutsche Schutzvereinigung fur Wertpapierbesitz e. V. Practical Workshop for institutional investors in Frankfurt, Germany. After earning a Bachelor of Science degree from Florida State University, Ann pursued a law degree from the University of Tennessee. She is the co-author of Asbestos in Schools, published by the National School Boards Association. Ann previously served on the Advisory Committee for the Tobacco Deposition and Trial Testimony Archives (DATTA) Project and currently serves on the Executive Committee of the Board of the South Carolina Special Olympics, the Advisory Board of the Medical University of South Carolina Hollings Cancer Center and the Advisory Board of The University of Mississippi School of Law. She is recognized as a BV rated attorney by Martindale- Hubbell. ASSOCIATIONS: South Carolina Association for Justice Lisa M. Saltzburg LICENSED IN: SC, CO ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the Fourth, Fifth and Eleventh Circuits U.S. District Court for the District of South Carolina EDUCATION: J.D., Stanford Law School, 2006 B.A. with high distinction, University of California, Berkeley, 2003 Lisa Saltzburg represents individuals and institutional clients in complex securities and consumer fraud actions, merger and acquisition cases, shareholder derivative suits and a variety of other consumer and commercial matters. Lisa also works closely with the BP Oil Spill litigation team, helping people and businesses in Gulf Coast communities file claims through the new claims programs established by the two settlements reached with BP. Prior to joining Motley Rice, Lisa was an associate attorney for a nonprofit advocacy organization, where she worked through law and policy to protect the environmental interests of the Southeast. She drafted briefs and other filings in South Carolina's federal and state courts and worked with administrative agencies to prepare for hearings and mediation sessions. Lisa also served for two years as a judicial clerk for the Honorable Karen J. Williams of the U.S. Court of Appeals for the Fourth Circuit, where she developed valuable legal research and writing skills and gained experience involving a wide range of issues arising in civil and criminal cases. Lisa held multiple positions in environmental organizations during law school, handling a broad array of constitutional, jurisdictional and environmental issues. She also served as an editor of the Stanford Law Review and as an executive editor of the Stanford Environmental Law Journal. A member of numerous organizations and societies, including the Stanford Environmental Law Society, Lisa attended the National Institute for Trial Advocacy's week-long Trial Advocacy College at the University of Virginia. AWARDS AND ACCOLADES: South Carolina Super Lawyers* Rising Stars list 2016 Securities litigation, Class action/mass torts, Personal injury-products: plaintiff William P. Tinkler LICENSED IN: SC ADMITTED TO PRACTICE BEFORE: U.S. Court of Appeals for the Fourth Circuit; U.S. District Court for the District of South Carolina EDUCATION: J.D. cum laude, University of South Carolina School of Law, 2010 B.A., Emory University, 2005 William Tinkler works with public pension funds, unions and other institutional investors to help secure governance reforms and achieve recoveries through strategic and targeted litigation. He handles a wide range of complex cases, including securities and consumer fraud litigation and shareholder derivative suits. Prior results do not guarantee a similar outcome. Motley Rice LLC Attorneys at Law 31

130 Before joining Motley Rice, William clerked with the Honorable R. Bryan Harwell of the U.S. District Court for the District of South Carolina and served as a staff attorney for the South Carolina Court of Appeals. His work with trial and appellate judges on a diverse array of legal issues gave him valuable experience in numerous areas of the law, as well as in legal research and writing. Additionally, he worked with several South Carolina law firms and the Charleston County Public Defender's office before his admission to the Bar. While in law school, William served as the Peer Review Editor for the South Carolina Law Review. During this time, he developed the Peer Reviewed Scholarship Marketplace, a consortium of legal journals committed to incorporating peer review in their article selection process. William was honored with the CALI award for Federal Practice. In 2010, he was selected as a "Next Generation Leader" by the American Constitution Society and served as President of his law school's chapter. He was also a member of the Order of the Wig and Robe. Active in his community, William, an Eagle Scout, has served as a Unit Commissioner with the Boy Scouts of America and participated in the Big Brothers, Big Sisters mentoring program. SECURITIES LITIGATION PROFESSIONAL STAFF Ellie Kimmel EDUCATION: B.A., University of South Florida, 1993 Business Analyst Ellie Kimmel began working with Motley Rice attorneys in Prior to her work with the securities litigation team, she was a founding member of the firm's Central Research Unit and also supervised the firm's file management. She currently completes securities research and client portfolio analysis for the firm's securities cases. Ellie has a diverse background that includes experience in education as well as the banking industry. She began her career in banking operations, where she served as an operations manager and business analyst in corporate banking support for 14 years. She then spent seven years teaching high school economics, Latin and history before joining Motley Rice. Evelyn Richards EDUCATION: A.S., Computer Technology, Trident Technical College, 1995 ID., University of South Carolina School of Law, 1989 B.A., English Literature and Religion, University of Virginia, 1986 Evelyn Richards joined Motley Rice in As a law clerk for the Securities and Consumer Fraud practice group, she plays a key role in supporting the securities litigation team through editing, cite-checking and Shepardizing complaints, briefs, and other legal documents. She also trains support staff on how to use The Bluebook. Evelyn has over fifteen years of experience in the legal field. As an Assistant Solicitor for the Ninth Circuit Solicitor's Office, she prosecuted child abuse and neglect and criminal cases. She also worked as a programmer/analyst for a few years. Prior to joining Motley Rice, Evelyn worked as an administrator for a large telecom, corporate and litigation firm, supervising all office operations, including human resources and accounting procedures. She also served as office manager for a small worker's compensation law office, where she managed trust and operating accounts and provided information technology support. Evelyn's diverse background in information technology, management, programming and analysis adds great depth to the resources provided to Motley Rice clients. 32 Motley Rice LLC Attorneys at Law Prior results do not guarantee a similar outcome.

131 "oek MotleyRice ATTORNEYS AT LAW BRIDGESIDE BLVD. MT. PLEASANT, SC SC I RI I CT NY I WV I DC I LA I MO William H. Narwold (CT, DC, NY SC) is the attorney responsible for this communication. Prior results do not guarantee a similar outcome. PD:

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136 Class Action Expertise Cutting-Edge Technology Personalized Service by Experienced Professionals Full Life Cycle Support for Your Class Action A Range of Services Offering Unparalleled Value

137 Class Action Expertise. RG/2's seasoned professionals utilize their vast class action expertise, tax and financial management resources to deliver high-quality service at competitive rates. RG/2 Claims Administration LLC was formed by a team of attorneys and financial and accounting professionals with decades of experience handling complex claims. Our team provides personalized service and will always be there when you need us. Our professionals are highly respected in their fields. We deliver value. We analyze your case and put together the best package at the best value for your class action needs. Our team uses our proprietary and customizable CLEVerPay technology to offer flexible decision making and unparalleled resource management, as well as real-time updates and reporting. CLEVerPay is a single-source database solution that centralizes settlement administration from notification to distribution and reconciliation. In addition, the investment planning resources available through RG/2 enable clients to keep money invested from collection to distribution and to maximize cash management returns while protecting principal.

138 Cutting-Edge Technology ; i..1r; c.7.:;.-i.. i i i,..?z:-,j,-, sr. -4..t The CLEVerPay System: A proprietary and revolutionary application developed exclusively by RG/2 Claims Administration. At RG/2 Claims Administration, we developed a proprietary and customizable database with the goal of providing single-source management throughout the claims administration process, expediting decision making and resource management. From the initial mailing through distribution of settlement funds and reconciliation of payments, RG/2's CLEVerPay system centralizes the entire process while providing information sharing and communications solutions. We recognize how essential it is for data to be clean, centralized and readily accessible. RG/2's CLEVerPay system has the capacity to assimilate and analyze large amounts of raw data from multiple inputs, to convert that raw data into useful information and to distribute the useful information in a variety of formats. We designed the system to control the quality and use of the data entered into the system in order to improve accuracy and minimize the number of times that each claim would require human intervention. Through the implementation of data checks for name and address information, and sophisticated programming that validates data by comparing claimants' submissions to publicly available data, RG/2 can significantly improve the number of "clean claims" prior to the review stage. Advanced algorithms to screen claimant data for duplicate information, coupled with flexible tools to facilitate side-by-side comparison of potential duplicate claims, serve to improve reviewer efficiency and ensure that duplicate claims are not paid. Our algorithms include not only duplication checks based on obvious duplication errors but also advanced natural language phoneme matching. This advanced technology ensures that only the most accurate and correct data are used in the claims administration process. Automated letter generation produces timely correspondence to claimants who have provided insufficient information. This process ensures that claimants are afforded ample opportunity to provide RG/2 with all documentation necessary to avoid claim delay or rejection, and to accurately determine distribution. All correspondence is tracked and easily accessible to telephone representatives, so that all claimant inquiries can be addressed and resolved promptly. This also provides for timely interaction with counsel. Our flexible interface enables managers to create customized and updated reports regarding the real-time status of case administration. An added advantage of RG/2's CLEVerPay system is the speed with which we are able to report case status to counsel and the court The integration of these elements results in timely and accurate distribution of secure payments generated from RG/2's single-source CLEVerPay system.

139 Experienced Professionals. ' I,,tiyt 'J 'f e :C) r. '". RG/2 principals have hands-on experience in both class action practice and settlement administration. Our combined access to resources and institutions allows us to deliver superior value-added service in all aspects of settlement administration. Grant Rawdin, Esq., CFP, CEO and co-founder, is an attorney, an accountant and a Certified Financial PlannerTM practitioner. Worth magazine named him one of the "Best Financial Advisors in America." Mr. Rawdin's professional background includes more than 25 years of legal and accounting experience focused in tax, business, investment analysis, legal claims and class action settlement administration. Mr. Rawdin has a juris doctor degree from Temple University Beasley School of Law and a B.A. with a major in English from Temple University, and is admitted to practice law in Pennsylvania and New Jersey Michael A. Gillen, CPA, CFE, CFF, President and co-founder, has more than 25 years of experience in many facets of litigation consulting services, with particular emphasis on criminal and civil controversies, damage measurement, fraud and embezzlement detection, forensic and investigative accounting, legal claims and class action settlement administration, and taxation. He assists numerous attorneys and law firms in a variety of litigation matters. Mr. Gillen graduated from La Salle University with a B.S. in Accounting. nt a I mikegillen@rg2claims.com Michael J. Lee, CFA, COO, the chief architect of our proprietary CLEVerPay system, is a Chartered Financial Analyst with extensive experience in litigation consulting services including damage assessment; measurement; evaluation; legal claims; and class action settlement administration. Additionally, Mr. Lee has about a decade of experience in the financial services industry, with particular emphasis on securities valuation; securities research and analysis; investment management policies and procedures; compliance investigations; and portfolio management in global equity markets. Mr. Lee has a B.S. in Business Administration with a dual major in Finance and Management from La Salle University and an M.B.A. in Finance from the NYU Stern School of Business t lee@rg2claims.com

140 Melissa Baldwin, Assistant Director of Claims Administration, has over 14 years of experience in the administration of class action matters, with focuses on client communication, notice coordination, claims processing and auditing, project management and distribution in the class action practice areas of antitrust, consumer, and labor and employment. As Notice and Correspondence Coordinator, Ms. Baldwin assisted in the administration of an antitrust matter involving nine defendant banks which included over 47 million class members and the subsequent distribution of the $330 million Settlement Fund to the valid class members. Ms. Baldwin has a Bachelor of Science in Business Administration from Drexel University..-.i:r mbaldwin@rg2claims.com Tina M. Chiango, Director of Claims Administration, Securities and Antitrust, has over 20 years of experience in the administration of class action matters. Ms. Chiango focuses on project management, which includes establishing procedures and case workflow, client communications, notice coordination, overseeing the processing and auditing of claims, distribution to the Class, and preparing reports 1 and filings for the Court. Over the last 20 years, Ms. Chiango has worked on a broad spectrum of class actions settlements, including securities, anti-trust, consumer, and mass tort among others. Ms. Chiango has a Bachelor of Science in Business Administration with a major in Accounting from Drexel University tchiango@rg2claims.com William W. Wickersham, Esq., Vice President, Business Development and Client Relations, focuses his practice on assisting clients in navigation of the claims administration process from pre-settlement consultation through disbursement in all class action practice areas, including, but not limited to, antitrust; consumer; labor and employment; and securities. As a former securities class action attorney, he brings over a decade's worth of experience in the class action bar as a litigator and as a claims administrator. As a litigator, Mr. Wickersham was involved in several high-profile litigations that resulted in recoveries for investors totaling more than $2.5 billion. Mr. Wickersham has a juris doctor degree from Fordham University School of Law, and a B.A. from Skidmore College, and is admitted to practice law in New York wwwickersham@rg2claims.com PHILADELPHIA 30 South 17th Street Philadelphia, PA FoY ATLANTA 1075 Peachtree Street NE Suite 2000 Atlanta, GA SAN FRANCISCO Spear Tower One Market Plaza, Suite 2200 San Francisco, CA to., DOVER, DELAWARE 1111B South Governors Avenue Dover, DE NEW YORK 1540 Broadway New York, NY Ph-P F

141 Full Life Cycle Support for Your Class Action p i he ay Whether engaged as a court-appointed settlement administrator, claims agent or disbursing agent, RG/2 Claims Administration offers a complete range of claims, settlement administration and investment management services tailored to client needs. Phase I: Pre-Settlement Consultation RG/2 is defined by the personalized attention we provide to our clients. Each case begins with a consultation where we evaluate the technical needs of your case. Our in-house damage experts work through potential damage pitfalls in order to ensure the class is fairly compensated. We proactively identify hidden administration roadblocks, such as tax issues and information deficiencies. Phase II: The Service Plan Before we undertake any engagement, we work with our clients to develop a specific service plan for the administration of your case. The service plan is comprehensive, complete and tailored to your specific needs. This provides you with a detailed road map of what you can expect in your case. Phase III: Implementation Our first step in implementing most settlements is the customization of our proprietary database application to the specifications of the engagement. We simultaneously use our investment planning resources to enable class counsel to keep money invested from collection to distribution and to maximize cash management returns while protecting principal. Phase IV: Case Management RG/2's professional team manages the case, providing your team real-time on demand reporting. Our case management will maximize class participation. We provide timely class-member communications, resolving deficiencies resulting in accurate and equitable distribution to the class. Phase V: Distribution All of our disbursement services are professionally managed by our tax, accounting and financial services professionals for accuracy in the disbursement and reconciliation of settlement funds. Our professionals manage checking, sweep, escrow and related cash accounts, as well as non-cash assets such as credits, warrants and stock certificates, and provide disbursement and reporting services. Phase VI: Accounting and Investment Management The investment planning resources of RG/2 enable class counsel to keep money invested from collection to distribution, and to maximize cash management returns while protecting principal. RG/2 uses its vast network and institutional pricing to obtain access to superior cash-managed returns. Our accounting services include the preparation of settlement fund tax returns, and the preparation and issuance of IRS Form 1099, as required, with an essential focus on tax planning.

142 Range of Services 3 i 11, ti ;. RG/2 offers a range of quality value-added services for your class action administration. Effective administration requires proactive planning and precise execution. Before we undertake any matter, we work with you to develop a specific plan for the administration of your case. The service plan is comprehensive, complete and tailored to your specific needs. RG/2 provides the services summarized below: Technical consultation during formulation of settlement agreement, including data collection criteria and tax consequences Design and development of notice and administration plan, including claim form design and layout Claim form and notice printing and mailing services Dedicated claimant address with monitoring and reply service Calculation and allocation of class member payments Claim form follow-up, including issuing notices to deficient and rejected claims Mail forwarding Claimant locator services Live phone support for claimant inquiries and requests Claim form processing Claim form review and audit Check printing and issuance Design and hosting of website access portals Online claim receipt confirmation portal Ongoing technical consultation throughout the life cycle of the case Check and claim form replacement upon request

143 We also provide the following optional services: Periodic status reporting Customized rapid reporting on demand Issue reminder postcards Consultation on damage analyses, calculation and valuation Interpretation of raw data to conform to plan of allocation Issue claim receipt notification postcards Online portal to provide claims forms, status and contact information Dedicated toll-free claimant assistance line Evaluation and determination of claimant disputes Opt-out/Objection processing Notice translation Integrated notice campaigns including broadcast, print and e-campaigns Pre-paid claim return mail envelope service Web-based claim filing 24/7 call center support Damage measurement and development of an equitable plan of allocation We also provide calculation and withholding of all required federal and state tax payments, including: Individual class member payments Qualified Settlement Fund (QSF) tax filings Employment tax filings and remittance Generation and issuance of W-2s and 1099s Integrated reporting and remittance services as well as client-friendly data reports for self-filing Don't see the service you are looking for? Ask us. We will make it happen. r,r ;;,1:2:4. 1

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