Case 8:11-cv FMO-AN Document Filed 05/06/16 Page 1 of 61 Page ID #:5312

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1 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Case No. :-cv-0-fmo (ANx) Jeffrey M. Cohon (CSBN ) Howard Pollak (CSBN ) COHON & POLLAK, LLP 0 Constellation Boulevard, Suite 0 Los Angeles, California 00 Telephone: () -0 Facsimile: () - jcohon@cohonpollak.com Charles S. Fax (pro hac vice) Liesel J. Schopler (pro hac vice) RIFKIN WEINER LIVINGSTON, LLC Old Georgetown Road, Suite 00 Bethesda, Maryland 0 Telephone: (0) -0 Telecopier: (0) - cfax@rwlls.com lschopler@rwlls.com David H. Weinstein (CSBN ) Robert Kitchenoff (pro hac vice) WEINSTEIN KITCHENOFF & ASHER LLC 0 South Broad St., Suite 0 Philadelphia, Pennsylvania - Telephone: () -00 Telecopier: () - weinstein@wka-law.com kitchenoff@wka-law.com Steven A. Schwartz (pro hac vice) Timothy N. Mathews (pro hac vice) CHIMICLES & TIKELLIS LLP West Lancaster Avenue Haverford, Pennsylvania Telephone: () -00 Telecopier: () - sas@chimicles.com tnm@chimicles.com Nicole Sugnet (CSBN ) LEIFF CABRASER HEIMANN & BERNSTEIN, LLP Battery Street, th Floor San Francisco, California - Telephone: () -00 Telecopier: () -0 klaw@lchb.com nsugnet@lchb.com Attorneys for Plaintiffs MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

2 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA STEVE CHAMBERS, et al., on behalf of themselves and all others similarly situated, v. Plaintiffs, WHIRLPOOL CORPORATION, et al., Defendants. Case No. :-cv-0-fmo (ANx) Honorable Fernando M. Olguin Date: August, 0 Time: :00 am Place: Courtroom MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

3 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 TABLE OF CONTENTS TABLE OF AUTHORITIES iii I. INTRODUCTION II. BACKGROUND A. The Dishwasher Owners Were Effectively Represented by Distinguished Counsel B. The Settlement Was Achieved After Extensive, Intensive Litigation C. The Settlement Provides Full Recovery, Promotes Safety and Represents a Significant Victory for Consumers III. THE REQUESTED FEE IS FAIR, REASONABLE AND JUSTIFIED... A. The Fee Award Should Be Determined By The Lodestar-Plus- Multiplier Method Class Counsel s Lodestar Is Reasonable a. Class Counsel s Hourly Rates are Reasonable b. The Number of Hours Class Counsel Worked is Reasonable The Requested Multiplier Is Appropriate a. Class Counsel Achieved a Favorable Class-Wide Result b. This Case Involved Numerous Complex and Novel Issues that Created a Significant Risk of Failure c. Class Counsel Assumed Significant Risk in Prosecuting this Action on a Pure Contingency Basis.. d. Class Counsel s Skill in Litigating and Settling these Claims Further Supports the Requested Fee Award... B. A Percentage Cross-Check Supports The Propriety Of The Requested Fee i MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

4 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 IV. CLASS COUNSEL SHOULD BE REIMBURSED FOR THEIR OUT-OF-POCKET EXPENSES, WHICH ARE REASONABLE V. THE REQUESTED SERVICE AWARDS FOR THE NAMED PLAINTIFFS ARE REASONABLE AND SHOULD BE APPROVED.. A. The Service Awards Are Reasonable And Justified B. The Payment Of $0,000 For Plaintiff Steve Chambers Websites Is Reasonable And Fair VI. CONCLUSION ii MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

5 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 CASES TABLE OF AUTHORITIES Ardon v. City of Los Angeles, Cal. th (0) Berger v. Property I.D. Corp., No. CV 0--GHK (CWx), Dkt. No. (C.D. Cal. Jan., 00) Beck-Ellman v. Kaz USA, Inc., 0 U.S. Dist. LEXIS (S.D. Cal. June, 0) , Blackwell v. Foley, F. Supp. d (N.D. Cal. 0) Boeing v. Van Gemert, U.S. () , Browne v. American Honda Motor Co., 0 U.S. Dist. LEXIS (C.D. Cal. Oct., 0) Browning v. Yahoo! Inc., 00 U.S. Dist. LEXIS (N.D. Cal. Nov., 00) Building a Better Redondo, Inc. v. City of Redondo Beach, 0 Cal. App. th (0) Cabrales v. Cnty. of Los Angeles, F.d 0 (th Cir. ) Camacho v. Bridgeport Fin., Inc., F.d (th Cir. 00) Caudle v. Bristow Optical Co., Inc., F.d (th Cir. 000) , Center for Biological Diversity v. Cnty. of San Bernardino, Cal. App. th (0) Chavez v. Netflix, Inc., Cal. App. th (00) Chemical Bank v. City of Seattle (In re Washington Pub. Power Supply Sys. Sec. Litig.), F.d (th Cir. ) Cook v. Niedert, F.d 0 (th Cir. ) Coordination Proceeding Special Title Rule b, 00 Cal. Super. LEXIS, * (00) Craft v. County of San Bernardino, F. Supp. d (C.D. Cal. 00).... iii MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

6 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Enterprise Energy Corp. v. Columbia Gas Transmission Corp., F.R.D. 0 (S.D. Ohio ) Feliciano v. Gonzalez, F. Supp. d (D. P.R. ) Gascho v. Global Fitness Holdings, LLC, 0 U.S. Dist. LEXIS 0 WL 0 (S.D. Ohio Apr., 0) Goldkorn v. County of San Bernardino, 0 U.S. Dist. LEXIS (C.D. Cal. Feb., 0) , Hanlon v. Chrysler Corp., F.d (th Cir. )......,,,, Hawthorne v. Umpqua Bank, 0 U.S. Dist. LEXIS 0 (N.D. Cal. Apr., 0) Henderson v. Volvo Cars of N. Am., LLC, 0 U.S. Dist. LEXIS (D.N.J. Mar., 0) Hensley v. Eckerhart, U.S. () , Hopson v. Hanesbrands, Inc., 00 U.S. Dist. LEXIS 00 (N.D. Cal. Apr., 00) Horsford v. Board of Trustees, Cal. App. th (00) Hughes v. Microsoft Corp., 00 WL 0 (W.D. Wash. Mar., 00).. In re A-Power Energy Generation Systems, Ltd. Securities Litig., No. MDL -0-GE (CWx), Dkt. No. (C.D. Cal. Aug., 0).. In re Cenco Inc. Sec. Litig., F. Supp. (N.D. Ill. ) In re Consumer Privacy Cases, Cal. App. th, Cal. Rptr. d (00) ,, In re Linerboard Antitrust Litig., MDL No., 00 U.S. Dist. LEXIS, * (E.D. Pa. June, 00) In re Media Vision Tech. Sec. Litig., F. Supp. (N.D. Cal. )..... In re Mego Fin. Corp. Sec. Litig., F.d (th Cir. 000) In re Online DVD-Rental Antitrust Litig., F.d, (th Cir. 0)... In re Pacific Enterprises Sec. Litig., F.d (th Cir. ) iv MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

7 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 In re Philips/Magnavox TV Litig., 0 U.S. Dist. LEXIS (D.N.J. May, 0) In re Real Estate Associates Limited Partnerships Litigation, No. CV -0 DDP (C.D. Cal.) In re Rite Aid Corp. Sec. Litig., F. Supp. d 0, (E.D. Pa. 00)..... In re Sears, Roebuck & Co. Front-Loading Washer Prods. Liab. Litig., 0 U.S. Dist. LEXIS 0 (N.D. Ill. Feb., 0) ,, In re Sony Corp. SXRD Rear Projection TV Mktg., Sales Practices & Prods. Liab. Litig., 0 U.S. Dist. LEXIS (S.D.N.Y. Aug., 0) , 0 In re Toyota Motor Corp. Unintended Acceleration Mktg., Sales Practices, & Prods. Liab. Litig., 0 U.S. Dist. LEXIS (C.D. Cal. July, 0) , In re Toyota Motor Corp. Unintended Acceleration Mktg., Sales Practices, & Prods. Liab. Litig., No. -ml-0 JVS (FMOx), Dkt. No. (C.D. Cal. June, 0) In re Toys R Us-Del., Inc. Fair & Accurate Credit Transactions Act (FACTA) Litig., F.R.D. (C.D. Cal. 0) ,,, In re Volkswagen & Audi Warranty Extension Litig., F. Supp. d 0 U.S. Dist. LEXIS (D. Mass. 0) , Johnson et al. v. W00 Grace Acquisition I Inc. et al., Case No. :-cv- (W.D. Tenn.) Kerr v. Screen Extras Guild, Inc., F.d (th Cir. ), cert. denied, U.S., S. Ct., L. Ed. d ()......,,, Ketchum v. Moses, Cal. th (00) ,, 0,,, Lealao v. Beneficial California, Inc., Cal. App. th (000)......,, Lee v. Enter. Leasing Company-West, 0 U.S. Dist. LEXIS 0 (D. Nev. May, 0) v MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

8 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Linney v. Cellular Alaska P ship, WL 00 (N.D. Cal. July, ) , Mendez v. Cnty. of San Bernardino, 0 F.d (th Cir. 00) Miller v. Ghirardelli Chocolate Co., 0 U.S. Dist. LEXIS 0 (N.D. Cal. Feb. 0, 0) Moore v. Verizon Communs. Inc., 0 U.S. Dist. LEXIS (N.D. Cal. Feb., 0) , Morales Feliciano v. Rosello Gonzalez, F. Supp. d (D. P.R. 000)..... Mount v. Wells Fargo Bank, N.A., 0 Cal. App. Unpub. LEXIS (Cal. App. d Dist. Feb., 0) O Keefe v. Mercedes-Benz USA, LLC, F.R.D. (E.D. PA. 00) Palmer v. Nigaglioni, 0 Fed. Appx. (th Cir. 0) Parkinson v. Hyundai Motor Am., F. Supp. d (C.D. Cal. 0)..... Pinto v. Princess Cruise Lines, Ltd., F. Supp. d (S.D. Fla. 00) Poertner v. Gillette Co., Fed. Appx. (th Cir. 0) , 0 Redman v. Radioshack Corp., F.d (th Cir. 0) Reed v. -00 Contacts, 0 U.S. Dist. LEXIS (S.D. Cal. Jan., 0) ,,, Resnick v. Frank, F.d (th Cir. 0) Roberts v. Electrolux Home Prods., 0 U.S. Dist. LEXIS (C.D. Cal. Sept., 0) ,,,,, Rodriguez v. W. Pub g Corp., F.d (th Cir. 00) , Schmalzreid v. Jordan, F. d (D.C. Cir ) Serrano v. Priest, 0 Cal. d () ,,,,, Serrano v. Unruh, Cal. d () Shafer v. Cnty. of Santa Barbara, 0 U.S. Dist. LEXIS 0 (C.D. Cal. Sept., 0) ,, 0 Simon, et al. v. Republic of Hungary, F.d (D.C. Cir. 0) vi MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

9 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 Spicer v. Chi. Bd. Options Exchange, Inc., F. Supp. (N.D. Ill. ).. Staton v. Boeing Co., F.d (th Cir. 00) ,,, Steiner v. Williams, 00 WL 00 (S.D.N.Y. May, 00) Tait v. BSH Home Appliances Corp., 0 U.S. Dist. LEXIS (C.D. Cal. July, 0) ,,,,, Thayer v. Wells Fargo Bank, N.A., Cal. App. th (00) Thiebes v. Wal-Mart Stores, Inc., 0 F. App x 0 (th Cir. 00) Van Vranken v. Atl. Richfield Co., 0 F. Supp. (N.D. Cal. )......, Vizcaino v. Microsoft Corp., 0 F.d (th Cir. 00) ,,, 0, Weil v. Markowitz, F.d (D.C. Cir. ) White v. Experian Information Solutions, Inc., No. CV 0-0 DOC (MLGx), Dkt. No. (C.D. Cal. June, 0) Williams v. MGM-Pathe Communs. Co., F.d (th Cir. )...., Yamada v. Nobel Biocare Holding AG, 0 U.S. App. LEXIS STATUTES (th Cir. Apr. 0, 0) ,, 0, California Code of Civil Procedure Fed. R. Civ. P SECONDARY AUTHORITIES - Moore s Federal Practice Civil.(b)(i) Billing Rates Across the Country, Nat l Law J. (Jan., 0), available at Across-the-Country?slreturn= (same) vii MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

10 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 management viii MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

11 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 I. INTRODUCTION The settlement in this case is outstanding and far-reaching, especially given the risks Plaintiffs faced in proving their claims, as shown by the fact that the Consumer Product Safety Commission ( CPSC ) conducted a multi-year investigation of the same defect at issue here and took no action. The benefits of the settlement, which are comprehensive, cover roughly million dishwashers almost 0% of all million U.S. households. Owners of the million dishwashers who previously experienced a control board overheating event within twelve years of purchase are entitled to reimbursement of 0% of the repair costs, or either $00 or $00 cash if they bought a replacement dishwasher (depending on brand). Further, even though the covered dishwashers are now on average about years old, if future overheating events occur, the owners are entitled to $0 cash, or a 0% rebate on a new Whirlpool-manufactured dishwasher, through at least February 0; for several million dishwashers, that coverage extends from 0-0. In addition, approximately million Class Dishwasher owners are entitled to rebates ranging from -0% off the price of a new Whirlpool, Kenmore, or KitchenAid dishwasher even if they never experienced a control board overheating event, and even if they no longer own the Class Dishwasher. Finally, the settlement requires revised safety warnings and training materials for service personnel, and broad notice to Class members and non-class members, including notice of settlement benefits, to be placed on the packaging for relevant replacement parts. For their success in achieving the settlement, Class Counsel seek the Court s approval of attorneys fees of $ million, which represents a multiple of. of their current collective $,,. million lodestar; payment of litigation costs in the amount of $0,. (plus additional expenses incurred through the Effective Date as to notice, claims administration, Final Approval, and any appeals See (lasted visited May, 0). MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

12 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 related to settlement approval); and a service award to each of the named Plaintiffs in the amount of $, Approval is also sought for Whirlpool s purchase of two websites of Lead Plaintiff Steve Chambers, in the amount of $0, Defendants have agreed to pay reasonable fees to Class Counsel for prosecuting the lawsuit and obtaining, in settlement, both the Class benefits (covering roughly million dishwashers) and non-class benefits (covering roughly million dishwashers). Defendants have reserved the right to oppose only the reasonableness of the amount sought. Defendants have also agreed to the service awards and to the purchase of Mr. Chambers websites. They have reserved the right to challenge the amount of expenses sought, but may elect not to do so. (The parties discussions as to a possible agreement on expenses are ongoing.) The attorney fee provisions in this Settlement differ from fee provisions in many class action settlements because there is no clear sailing agreement. Here, by design, the Settlement Agreement and accompanying Preliminary Approval Order provide that the parties will litigate the proper amount of fees, with no upside or downside limitations or guarantees, and that the fees and expenses awarded by the Court will be paid by Whirlpool independent of the cash and other relief provided by Whirlpool to the Plaintiffs, class members, and non-class owners of covered dishwashers (which are also not subject to any cap). See Preliminary Approval Order ( PAO ) (Dkt. No. ) at -. The award sought here is well-justified by Class Counsel s ceaseless litigation of this case over a period of more than five years, including protracted, complex settlement negotiations over the course of almost two years under the auspices of Professor Eric D. Green, one of the nation s most distinguished mediators. See Green Declaration, Dkt. No. -. Counsel s efforts resulted in a In the Settlement Agreement, Non-Class members entitled to benefits are called NewGen/Raptor Owners. Plaintiffs, Class members, and NewGen/RaptorOwners are collectively referred to as Dishwasher Owners. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

13 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 successful settlement that enables Plaintiffs and the Class and non-class members to obtain a full recovery of amounts spent on parts and labor for Qualifying Repairs via a streamlined claims process, and promotes public safety by requiring new warnings about the dangers of removing or bypassing TCOs, and by creating an incentive for current owners to replace their Class Dishwashers with new machines that do not contain the underlying design defect that made the machines vulnerable to combustion. See generally PAO at 0-. The requested fee award is reasonable under the lodestar multiplier analysis, which, as demonstrated below, is the correct measure to be applied by the Court in making its award. A summary chart of each firm s lodestar attributable to prosecution of this case is reflected in Exhibit. Given the magnitude and quality of the work performed and results achieved, the modest. multiple requested is appropriate based upon analysis of the relevant factors, and in comparison to multiples approved in other cases. Moreover, the fee requested is amply supported by a percentage-of-recovery cross-check. II. BACKGROUND The procedural history of this litigation, including details of the settlement negotiations and proposed settlement, is summarized at pages - and - of the PAO. The attorney fee provision in the Settlement Agreement recites: in addition to the amount of money Whirlpool... has agreed to make available to pay Valid Claims submitted by Settlement Class Members and NewGen and Raptor owners, and the amount of money to be paid for work performed by the Settlement Administrator, Whirlpool... will also pay Class Counsel s reasonable attorneys fees and costs awarded by the District Court... based on their work in prosecuting the Lawsuits and obtaining the benefits of this Agreement, including work for and Declarations from each law firm attesting to the hours presented in this chart are attached as Exhibits -. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

14 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 benefits obtained on behalf of New Gen and Raptor Dishwasher owners as well as Class Dishwasher owners, and based on both the Class and non-class benefits created by this Settlement. Defendants, however, reserve all their rights to object to the amount of (but not the entitlement) of the attorneys fees and litigation expenses of Class Counsel. Settlement Agreement, Dkt. No. -, at IX (A), pp. -. The Settlement Agreement also provides that California law shall govern. Id. XV (G), page. Additional information relevant to this Motion is set forth below. A. The Dishwasher Owners were Effectively Represented by Distinguished Counsel. Consistent with this Court s having observed [class] counsel s diligence in litigating this case, PAO at, the parties mediator, Prof. Green, noted that Class Counsel are among the most capable and experienced lawyers in the country in these kind of cases. Class Counsel took on an extremely risky and complicated case, invested a lot of time and resources, and achieved a good result for the class. Id. The Dishwasher Owners were represented by a team that was highly skiled, experienced and dedicated. Without those attributes, it is highly unlikely that such a favorable result could have been achieved given the legal and technological complexity of the case, the vigor and determination shown by Whirlpool, which has a hardline policy against consumer class actions, and the tenacity and skill of Whirlpool s highly-qualified, experienced attorneys at the Wheeler Trigg firm. Co-Lead Class Counsel Charles S. Fax, a senior litigation partner in the Maryland law firm of Rifkin Weiner Livingston LLC, has years experience as a litigator and over 0 as a law firm manager. He is also a law school professor and co-author of two widely-used texts on civil discovery. See Fax Declaration, Exhibit hereto, -. Mr. Fax has substantial class action experience. To name just two examples, he serves as co-lead counsel for a putative class of thousands of native-hungarian survivors of the World War II Holocaust in a suit for reparations MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

15 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 against Hungary, and was lead counsel on behalf of the Governor of the Commonwealth of Puerto Rico and the Administrator of the Puerto Rico prison system, defending against a prisoners rights class action alleging the prison system s wholesale unconstitutionality in violation of the Eighth Amendment. See Simon, et al. v. Republic of Hungary, F.d (D.C. Cir. 0); Morales Feliciano v. Rosello Gonzalez, F. Supp. d (D. P.R. 000); Feliciano v. Gonzalez, F. Supp. d (D. P.R. ). Mr. Fax has also handled many other highly publicized cases, including the first lawsuit brought against the Office of the President of the United States alleging sex discrimination under Title VII, which resulted in an agreement by the White House (after a change in administrations) to voluntarily subject itself to the statute s requirements. Schmalzreid v. Jordan, F. d (D.C. Cir ) (Table); See generally, He also represented the defendant in the largest alleged tax shelter securities fraud ever to have occurred as of that time, the civil result of which was a negotiated settlement with plaintiffs (that they later recanted and appealed unsuccessfully). See Weil v. Markowitz, F.d (D.C. Cir. ). Fax Decl. at. Co-Lead Counsel Steve Schwartz and Tim Mathews of Chimicles & Tikellis LLP have extensive class action experience, including many cases where they served as co-lead counsel and obtained full judgments/recoveries on behalf of consumers, including a recent $ million summary judgment entered by Judge Tigar of the Northern District of California against Safeway for overcharging online grocery delivery customers, and a $ million class recovery from Apple for wrongfully denying warranty claims by iphone owners that was approved by Judge Seeborg of the Northern District of California. See Mathews Declaration, Exhibit hereto, -. Mr. Mathews also served as co-lead counsel and negotiated a $. million settlement with the City of Los Angeles following a landmark victory in the Supreme Court of California establishing the rights of taxpayers to file class action MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

16 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 tax refund claims under the California Government Code. See Ardon v. City of Los Angeles, Cal. th (0). Id.,. Mr. Schwartz has also served as Co-Lead Counsel prosecuting appliance defect class actions, including securing nationwide settlements against Whirlpool and Sears related to central control board (CCU) failures where, like here, the settlement provided a full-value, dollar-for-dollar recovery that was as good, if not a better, [a] recovery for Class Members than could have been achieved at trial. Id.,, quoting In re Sears, Roebuck & Co. Front-Loading Washer Prods. Liab. Litig., 0 U.S. Dist. LEXIS 0 at * (N.D. Ill. Feb., 0). The Chimicles firm also obtained a full-recovery settlement following a $ million jury verdict after a six-week trial before Judge Dean Pregerson in In re Real Estate Associates Limited Partnerships Litigation, No. CV -0 DDP (C.D. Cal.). Id.,. The other Class Counsel are equally distinguished partners in nationallyrecognized class action firms. Local counsel Cohon & Pollack LLP is a leader in complex business litigation in Los Angeles with significant class action experience. See Sugnet Declaration, Ex. hereto, at -; Kitchenoff Declaration, Ex. hereto, and Pollak Declaration, Ex. hereto, at -. Class Counsel staffed the case with highly qualified and experienced associates and senior counsel, most notably Liesel Schopler (now a partner) and Reuben Wolfson of Mr. Fax s firm, and Anthony Geyelin of the Chimicles firm. Information about the qualifications and work of the non-partner lawyers is found at Fax Decl., -; Mathews Decl., -,, ; Sugnet Decl., -. The team representing the Dishwasher Owners was strong from top to bottom. B. The Settlement was Achieved After Extensive, Intensive Litigation. As summarized in the PAO at pp. -0, Class Counsel worked hard throughout this litigation against skilled and experienced counsel representing determined defendants. The parties engaged in: extensive motion practice with respect to the detailed Second, Third, and Fourth Amended Complaints, the last of MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

17 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 which alleged causes of action on behalf of state classes; massive paper discovery, including review of over 0,000 pages of documents composed of many detailed and lengthy spreadsheets, engineering drawings and other complex documents; engineering inspections of over 0 burned ECB s and numerous damaged dishwashers; over 0 days of depositions; over 0 subpoenas served on various nonparties including component parts suppliers and insurers with subrogation claims against Whirlpool; collection and analysis by Steve Chambers and Class Counsel of hundreds of reports from consumers; and extensive work with Plaintiffs non-testifying expert consultant Jerry Ferguson and testifying experts Dr. Michael Pecht and James Martin, who both submitted detailed expert reports. Part of that activity preceded the first round of intensive mediation, which resulted in an impasse in March 0, and part was bracketed by that mediation and the subsequent, successful mediation in the Spring of 0. Work bounded by the two mediations included, by way of example: substantial additional second-level review, analysis, and synthesis of Defendants document productions; depositions of Whirlpool and Sears employees and designees; critical discovery from Whirlpool s component part suppliers; research and analysis of numerous house fires believed to be caused by Whirlpool dishwashers; discovery from dozens of insurance companies concerning dishwasher fires; and inspections of dozens of burned dishwashers and control boards. Mathews Decl., 0-. As stated by Prof. Green in connection with the 0 mediation sessions, it was clear to me that the parties had engaged in substantial discovery since the March 0 session. Green Decl.,. Class Counsel believe it was largely that discovery, through which they continued to assemble a very compelling case for class certification, summary judgment proceedings and trial, that led Whirlpool to suggest further mediation and, at least in part, to settle. Mathews Decl.,. C. The Settlement Provides Full Recovery, Promotes Safety and Represents a Significant Victory for Consumers. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

18 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 The settlement has numerous elements that cover million dishwashers, including approximately million Class Dishwashers and million non-class dishwashers. There is no cap on Whirlpool s liability. There is no release of personal injury or property damage claims. The settlement benefits include: () 0% of repair costs incurred to repair dishwashers that had Overheating Events before the Notice date and within years of purchase, or, if the owner bought a new dishwasher instead, a cash reimbursement of $00 for Whirlpool-manufactured replacements and $00 for non-whirlpoolmanufactured replacements. This benefit covers the million Class Dishwashers and the million NewGen/Raptor Dishwashers. () Approximately 00 Dishwasher Owners have been Prequalified through examination of Whirlpool s, Sears and CPSC databases to receive cash payments averaging $ simply by verifying their information, without submitting any documentation. () The settlement provides significant future coverage as well. Through at least February, 0 (two years after the Notice Date), any of the roughly million dishwasher owners who have a control board Overheating Event will be entitled to their choice of either $0 cash, or a 0% cash rebate off the price of a new Whirlpool-manufactured dishwasher. Moreover, these benefits continue until the subject dishwashers are at least years old, meaning over million dishwashers manufactured after February, 00 are covered through the years 0-0. The approximate numbers of covered dishwashers manufactured in 00 and later, and therefore subject to coverage through 0 and later, is summarized in the following table: Year of Manufacture Approximate Number of Covered Dishwashers Manufactured 00,, 0 MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx) End Date for Coverage for Future Overheating Events (Footnote continues on next page.)

19 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 () All million Class members are entitled to rebates on the purchase of new dishwashers, ranging from -0%, regardless of whether they had a control board Overheating Event or still own the Class dishwasher. This gives an economic benefit to all affected Class purchasers, plus an incentive to replace Class dishwashers that are still in service, particularly if the Class member is concerned about the safety implications of the alleged defect. () Whirlpool has also agreed to important additional safety enhancements that benefit all Dishwasher Owners, by agreeing to make revisions to training bulletins and service kit pointers directed to repair service personnel, warning of the danger of removing or tampering with the thermal cut-off (TCO) safety mechanism. () Whirlpool has agreed to pay for broad notice informing Class members and the public at large of the nature of the alleged defect and the benefits available under the Settlement, including over million direct mail notices, over 0,000 notices, publication notice in two national publications, and issuance of special stickers to be placed on parts packaging notifying service personnel of the availability of benefits under the settlement. These benefits are substantial, especially because the subject dishwashers typically came with just a one or two year warranty. Indeed, this Settlement is likely a better result for Dishwasher Owners than could have been obtained even if Class Counsel had successfully defeated Defendants pending motion to dismiss, 00,, 0 0,0, 00 0, 0 Source: WCH0. See Mathews Decl.,. Discovery showed that service personnel would frequently bypass TCOs that were subject to nuisance tripping, and that bypassing the TCO significantly increased the risk of a serious fire resulting from an Overheating Event. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

20 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: 0 certified the class or classes, defeated the expected motions for summary judgment and to strike plaintiff s experts, won jury verdicts in each of the state classes pled in the Fourth Amended Complaint, and monetized those liability judgments via a post-trial litigated damages claim process. In that regard, it is important to recognize that the class trials in this case would likely have been for liability only. For example, the class certification and initial bellwether trial conducted in 0 in the Front Load Washer (FLW) Mold case against Whirlpool and Sears was for a liability-only class. See Mathews Decl.,,. If Class Counsel similarly secured liability-only classes here, even with favorable jury verdicts, it would have been necessary to litigate damages. While this settlement does not create a common cash fund, and is therefore incapable of precise valuation, the value of the Settlement to Dishwasher Owners is, without question, very substantial, as set forth more fully below. III. THE REQUESTED FEE IS FAIR, REASONABLE AND JUSTIFIED. In the Settlement Agreement, Whirlpool agreed to pay Class Counsel s reasonable attorneys fees and costs awarded by the District Court... based on their work in prosecuting the Lawsuits and obtaining the benefits of this Agreement. Dkt. No. - IX (A), pp. -. The Settlement Agreement The Whirlpool/Sears FLW CCU settlement, like the settlement here, allows class members to claim 0% of the costs of repair, although the CCU settlement is less favorable inasmuch as there are no benefits for class members who do not experience the defect (here, rebates of up to 0%), there is no coverage for future events (here, coverage through as late as 0), and also no enhanced safety warnings (here, revisions to service documents). Nevertheless, in approving that settlement, the court held: Eligible class members will receive a complete, fullvalue, dollar-for-dollar recovery of all costs they incurred to fix a CCU-related problem. [T]he settlement provides as good, if not a better, recovery for Class Members than could have been achieved at trial, even if plaintiffs cleared all of the above-mentioned hurdles. In re Sears, Roebuck & Co. Front-Loading Washer Prods. Liab. Litig., 0 U.S. Dist. LEXIS 0 at *. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

21 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 provides that the rights and obligations of the Parties shall be construed and enforced in accordance with, and governed by, the laws of California. Id. at XV(G), p.. Under California law, a court may award reasonable attorneys fees and costs when a litigant proceeding in a representative capacity has achieved a substantial benefit for a class of persons, Tait v. BSH Home Appliances Corp., 0 U.S. Dist. LEXIS, at * (C.D. Cal. July, 0); Serrano v. Priest, 0 Cal. d, (); Yamada v. Nobel Biocare Holding AG, 0 U.S. App. LEXIS, at * (th Cir. Apr. 0, 0). A court may also award fees pursuant to the private attorney general theory under California Code of Civil Procedure.. See Yamada, 0 U.S. App. LEXIS, at *. The fee requested by counsel for Plaintiffs is reasonable, and should be approved. A. The Fee Award Should Be Determined By The Lodestar-Plus- Multiplier Method. In setting attorneys fees, the Court will evaluate whether the amount sought is fundamentally fair, adequate and reasonable. Staton v. Boeing Co., F.d, (th Cir. 00) (quoting Fed. R. Civ. P. (e)). Courts, in making this determination, use either the lodestar-plus-multiplier method or the percentageof-the-fund method. Hanlon v. Chrysler Corp., F.d, (th Cir. ); In re Toys R Us-Del., Inc. Fair & Accurate Credit Transactions Act (FACTA) Litig., F.R.D., (C.D. Cal. 0). In a lodestar analysis, the court multiplies the number of hours reasonably expended by counsel on the matter by a reasonable hourly rate and adjusts the result upward or downward depending on a variety of factors. In a percentage-of-the-fund analysis, the court awards a percentage of the class recovery as fees. See State of Florida v. Dunne, F.d, n. (th Cir. ). In re Toys R Us, F.R.D. at -0.In Reed v. -00 Contacts, Inc., 0 U.S. Dist. LEXIS, - (S.D. Cal. Jan., 0), the court held: MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

22 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Under California law, the primary method for determining the amount of reasonable attorneys fees is the lodestar method. In re Consumer Privacy Cases, Cal. App. th, -, Cal. Rptr. d (00); Hartless v. Clorox Co., F.R.D. 0, (S.D. Cal. 0). However, it may be appropriate in some cases, assuming the class benefit can be monetized with a reasonable degree of certainty, to cross-check or adjust the lodestar in comparison to a percentage of the common fund to ensure that the fee awarded is reasonable and within the range of fees freely negotiated in the legal marketplace in comparable litigation. Id. (citations omitted). For these reasons, the court should first consider the lodestar calculation and may then crosscheck the amount with the percentage-of-recovery method. The Court should use the lodestar method here for at least three reasons. First, as noted above, California law controls. Under California law, the primary method for determining reasonable attorneys' fees is the lodestar method. Virtually all California state class action fee cases apply that method when there is no common fund capable of valuation with reasonable certainty. Id.; see also Lealao v. Beneficial California, Inc., Cal. App. th, - (Cal. App. st Dist. 000) ( The primacy of the lodestar method in California was established in in Serrano III, supra, 0 Cal. d [where] our Supreme Court declared: The starting point of every fee award, once it is recognized that the court's role in equity is to provide just compensation for the attorney, must be a calculation of the attorney's services in terms of the time he has expended on the case. ) Thus, where, as here, there is no common fund, an award of attorneys fees should be based on the lodestar method (with the percentage-of-fund method, at the Court s discretion, used at most as a cross-check as to reasonableness). See Tait, 0 U.S. Dist. LEXIS, at * ( A fee award may not be justified solely as a percentage of the recovery when that award will not come from the settlement MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

23 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 fund; In re Toys R Us, F.R.D. at 0, (lodestar method is appropriate where there is no common fund); Goldkorn v. County of San Bernardino, 0 U.S. Dist. LEXIS, at * (C.D. Cal. Feb., 0) (court applies lodestar method where no common fund); Reed v. -00 Contacts, Inc., supra. Second, Plaintiffs consumer claims arise under fee-shifting statutes, as to which the lodestar method is used. See Tait, 0 U.S. Dist. LEXIS, at *, - (where plaintiffs brought consumer protection claims based on fee-shifting statutes, court applied lodestar method). Third, because this settlement also includes significant non-monetary relief, [t]he lodestar method is appropriate in class actions where the relief sought and obtained is not easily monetized, ensuring compensation for counsel who undertake socially beneficial litigation. Yamada, 0 U.S. App. LEXIS, at *0. In a case involving a comparable defect, where the settlement contained comparable components, Judge Snyder applied the lodestar method in awarding an $ million fee, including a. multiple on counsel s lodestar. See Roberts v. Electrolux Home Prods., 0 U.S. Dist. LEXIS, at *- (C.D. Cal. Sept., 0). Roberts involved claims that Electrolux clothes dryers had defects that can result in fires due to lint buildup. Roberts alleged similar causes of action to those alleged here. As part of the Settlement, like here, Electrolux gave reimbursements for past and future dryer fires within years of purchase, cash rebates for future purchases of Electrolux products, safety notices to class members and service personnel, and free safety cleaning services to clear lint from the dryers. Id. at *-. In approving the fee application, Judge Snyder held: The Court finds that the lodestar method is the appropriate approach for the calculation of attorneys' fees in this case. See In re Bluetooth Headset Prods. Liab. Litig., F.d, (th Cir. 0); In re Ferrero Litig., No. -cv-000-ksc, 0 U.S. Dist. LEXIS 00, * (S.D. Cal. July, 0), aff'd, No. -, Fed. Appx., 0 U.S. App. LEXIS (th MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

24 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Cir. July, 0) (in class action settlement providing for injunctive relief, [t]he Court concludes that Plaintiffs are prevailing parties as the term is used in the feeshifting provision of the Consumer Legal Remedies Act, and Class Counsel are thus entitled to a reasonable fee and expense award for their work. ). This litigation asserted claims under fee-shifting statutes including state consumer protection statutes [of California, Arkansas, and New York], and the Magnuson-Moss Warranty Improvement Act, each of which provides for attorneys' fees to a successful plaintiff as well as significant injunctive relief and safety benefits. Under these circumstances the lodestar method of calculating fees is the appropriate method by which to measure attorneys fees in this matter. Id. at *-. That analysis is applicable here. As stated above, the first step in the lodestar analysis is to multiply the number of hours counsel reasonably expended on the litigation by a reasonable hourly rate. See Goldkorn, 0 U.S. Dist. LEXIS, at *; Hanlon, F.d at ; Consumer Privacy, Cal. App. th at. Once that figure has been calculated, the Court must decide whether to adjust the presumptively reasonable lodestar figure based upon the factors listed in Kerr v. Screen Extras Guild, Inc., F.d, -0 (th Cir. ), cert. denied, U.S. (), that have not been subsumed in the lodestar calculation. Goldkorn, 0 U.S. Dist. LEXIS, at *, citing Caudle v. Bristow Optical Co., Inc., F.d, - (th Cir. 000). The Kerr enhancement factors include: () the time and labor required; () the novelty and difficulty of the questions involved; () the skill requisite to perform the legal service properly; () the preclusion of other employment by the attorney due to acceptance of the case; () the customary fee; () whether the fee is fixed or contingent; () time limitations imposed by the client Electrolux was represented in Roberts by Mr. Williams of the Wheeler Trigg firm, who represents Defendants here. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

25 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 or the circumstances; () the amount involved and the results obtained; () the experience, reputation, and ability of the attorneys; () the undesirability of the case; () the nature and length of the professional relationship with the client; and () awards in similar cases. In re Toyota Motor Corp. Unintended Acceleration Mktg. Sales Practices, & Prods. Liab. Litig., 0 U.S. Dist. LEXIS, at *- (C.D. Cal. July, 0). See also Consumer Privacy, Cal. App. th at, citing Graham v. Daimler Chrysler Corp., Cal. th,, Cal. Rptr. d, P.d (00) (courts consider various factors for enhancement, including: () the novelty and difficulty of the questions involved, () the skill shown in presenting them, () the extent to which the litigation precluded other employment by the attorneys, and () the contingent nature of the fee award. Accord Lealao v. Beneficial Cal., Inc., Cal. App. th at. Two primary fee enhancement factors are contingency risk and the legal skill required. Ketchum, Cal. th at (citing Serrano III, 0 Cal. d at ) ( [i]n effect, the court determines, retrospectively, whether the litigation involved a contingent risk or required extraordinary legal skill justifying augmentation of the unadorned lodestar in order to approximate the fair market value for such services. ). The lodestar-plus-multiplier method provides the court with an objective basis for determining the value of legal services. Hensley v. Eckerhart, U.S., (). It constitutes earned compensation; unlike a windfall, it is neither unexpected nor fortuitous. Rather it is intended to approximate marketlevel compensation for such services, which includes a premium for the risk of nonpayment or delay in payment of attorneys fees. Ketchum v. Moses, Cal. th, (00); accord, Hanlon, F.d at.. Class Counsel s Lodestar Is Reasonable. The accompanying declarations of Class Counsel (Exs. -) state the hours worked and billing rates used to calculate their lodestar. A summary by firm is attached as Ex.. As described in the declarations, Class Counsel and their staffs MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

26 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 have spent almost,000 hours working this case, for a total unadjusted lodestar of approximately $. million to date, exclusive of costs. Class Counsel have also already spent significant time further advocating for and protecting the class in connection with notice and administration issues, and expect to spend a significant amount of time through the Effective Date, including additional time spent on notice and administration issues, responding to inquiries from class members, ensuring strict compliance with the settlement provisions by defendants, preparing the final settlement approval brief, participating in the final approval hearing, responding to objections and defending against possible appeals. See Roberts, 0 U.S. Dist. LEXIS at * & n.; see also Mathews Decl.,. a. Class Counsel s Hourly Rates are Reasonable. In assessing the reasonableness of an attorney s hourly billing rate, the court must look to the prevailing market rates in the relevant community for similar work by attorneys of comparable skill, experience, and reputation. Shafer v. Cnty. of Santa Barbara, 0 U.S. Dist. LEXIS 0, at * (C.D. Cal. Sept., 0) (Hon. Fernando M. Olguin), citing Camacho v. Bridgeport Fin., Inc., F.d, (th Cir. 00). Generally, the relevant community is the forum where the district court sits. Id. Class Counsel are highly regarded members of the bar, and have brought to bear their extensive experience in consumer class actions and complex litigation, including specialized knowledge vital to the success of this case. See Fax Decl., -; Mathews Decl., -,, 0; Pollak Decl. -; Sugnet Decl. -; see also wka-law.com. Their class action recoveries, including the full-recovery jury verdicts, summary judgments and settlements mentioned above and in their declarations, is testament to the caliber of their representation of consumers. Their customary rates used to calculate the lodestar are squarely in line with prevailing rates in this District, are paid by hourly-rate clients of their firms, and/or have been approved by other courts in this District. See Fax Decl., (most of MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

27 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 RWL s legal work is performed on an hourly, non-contingent basis, and the rates charged here are the same rates that were charged to, and paid by, the vast majority of RWL s clients during the years in question); Mathews Decl., - (Chimicles firm s rates based on an analysis of rates charged by its peers, have been repeatedly approved by courts throughout the country over the past two decades (citing cases), and are the same rates charged to and paid by non-contingent hourlypaying clients); Pollak Decl. -; Sugnet Decl. - (citing numerous courts that have approved Lieff Cabraser s ( LCBH ) rates, which are the same rates paid by numerous sophisticated clients on an hourly, non-contingent basis). Counsel s rates have been approved by many courts. See, e.g., In re A-Power Energy Generation Systems, Ltd. Securities Litig., No. MDL -0-GE (CWx), Dkt. No. (C.D. Cal. Aug., 0) (granting LCHB s requested attorneys fees); In re Toyota Motor Corp. Unintended Acceleration Marketing, Sales Practices, and Products Liability Litig., No. -ml-0 JVS (FMOx), Dkt. No. (C.D. Cal. June, 0) (awarding LCBH s requested fees and finding that [c]lass counsel s experience, reputation, and skill, as well as the complexity of the case justified their rates that ranged from $ to $0); White v. Experian Information Solutions, Inc., No. CV 0-0 DOC (MLGx), Dkt. No. (C.D. Cal. June, 0) (approving LCHB s billing rates as justified in light of the attorney s reputation and experience and the prevailing rates in the district); Berger v. Property I.D. Corp., No. CV 0--GHK (CWx), Dkt. No. (C.D. Cal. Jan., 00) (awarding LCHB s requested fees); Johnson et al. v. W00 Grace Acquisition I Inc. et al., Case No. :-cv- (W.D. Tenn.), at ECF # (opinion filed Dec., 0) ( Both the hours spent and the hourly rates [by lead counsel Chimicles & Tikellis LLP] are reasonable given the nature and circumstances of this case, and the applied lodestar multiplier is at the low end of the range regularly approved in securities class actions ); Henderson v. Volvo Cars of N. Am., LLC, 0 U.S. Dist. LEXIS *- (D.N.J. Mar., 0) (C&T s rates are MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

28 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 entirely consistent with hourly rates routinely approved by this Court in complex class action litigation ); In re Philips/Magnavox TV Litig., 0 U.S. Dist. LEXIS, - (D.N.J. May, 0) ( The Court finds [C&T s] billing rates to be appropriate and the billable time to have been reasonably expended. ); Shafer, 0 U.S. Dist. LEXIS 0, at * (finding a rate of $00 per hour for an attorney who had been in practice since to be reasonable in light of the market for attorneys with similar experience); id. at *- (finding a rate of $0 per hour to be reasonable for an attorney who had been in practice since October 0); Tait, 0 U.S. Dist. LEXIS, at *- (approving partner rates up to $00 per hour, associate rates up to $0 per hour, and paralegal rates up to $ per hour). In In re Toys R Us, this Court collected relevant cases: Based on its general knowledge of rates in the Los Angeles legal community for attorneys of comparable skill and experience, the court concludes that the hourly rates requested for partners, associates, and paralegals are reasonable. See Kearney, 0 U.S. Dist. LEXIS, 0 WL, * (approving hourly rates between $0 and $00 for class counsel in a consumer class action); Parkinson v. Hyundai Motor America, F.Supp.d, (C.D. Cal. 0) (approving hourly rates between $ and $ for class counsel in consumer class action); see also POM Wonderful, LLC v. Purely Juice, Inc., No. CV 0-, 00 U.S. Dist. LEXIS 0, 00 WL, * (C.D. Cal. Sept., 00) (finding rates of $ to $0 for partners and $ to $ for associates reasonable in consumer class action); see also Craft v. County of San Bernardino, F.Supp.d, (C.D. Cal. 00) (finding a $ rate reasonable for paralegals); Vasquez, 0 U.S. Dist. LEXIS, 0 WL 0 at * (finding $ and $00 rates reasonable for paralegals); Bernal v. Paradigm Talent & Literary Agency, CV 0-0 SVW (PLAx), 0 U.S. Dist. LEXIS, 0 WL, *, (C.D. Cal. June, 0) (finding a paralegal rate of $ reasonable); L.A. Printex Indus., Inc. v. William Carter Co., No. CV 0--JFW (FMOx), 0 U.S. Dist. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

29 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 LEXIS, 0 WL *- (C.D. Cal. Dec., 0) (using paralegal rates of $.0 and $0.0 to calculate fees). F.R.D. at ; see also Roberts, 0 U.S. Dist. LEXIS at * & n. and Civ. Action No. :-cv-0, Dkt. No. - at page (approving rates up to $ per hour); Billing Rates Across the Country, NAT L LAW J. (Jan., 0), available at Across-the-Country?slreturn=000 (providing rates reported by Los Angeles based firms as follows): Firm Partner Rates Associate Rates Irell & Manella $00- $ $- $0 Manatt Phelps $0 - $ n/a O Melveny & Meyers $ -$0 n/a Jeffer Mangels $0- $ n/a Sheppard Mullin $0 - $ $ - $ Here, the rates of the partners who prosecuted this case range from $0- $0) and the rates of associates and senior counsel range from $00-$00. Those rates are below the rates approved in this District and rates charged on a noncontingent basis by many leading Los Angeles firms as indicated in the NLJ survey. Accordingly, Class Counsel s rates are reasonable. The one exception is. hours of Alan Rifkin s time charged at $, and. hours of his time charged at $0.00. In Roberts, plaintiff s counsel spent approximately,000 hours for lodestar of approximately $ million, for an average hourly rate of $00 per hour. Civil Action No. :-cv-0, Dkt. No. - at page. Here, Class Counsel s average hourly rate is only $. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

30 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: 0 b. The Number of Hours Class Counsel Worked is Reasonable. The hours that Class Counsel devoted to this case are reasonable, and thus they are entitled to payment therefor. Serrano, 0 Cal. d at ; Caudle, F.d at. Each firm has submitted a detailed declaration attesting that their reported hours were accurate and reasonably incurred in connection with the prosecution and settlement of the Dishwasher Owners claims; that their firms require their attorneys and other professionals to maintain daily, contemporaneous time records; and have attached a copy (under seal) of their detailed daily time entries (with minimal, appropriate redactions) reflecting the work performed. All of this work is compensable. Blackwell v. Foley, F. Supp. d, (N.D. Cal. 0) ( An attorney s sworn testimony that, in fact, it took the time claimed... is evidence of considerable weight on the issue of the time required... ) (citation omitted; alterations in original). Class Counsel were required to spend considerable time investigating the defects at issue. Those efforts were critical to the success of this case. Though Class Counsel were successful in achieving their goals in this case, it is well established that failure to recover on all theories of liability is not a bar to recovery of attorneys fees. Shafer, 0 U.S. Dist. LEXIS 0, at *, quoting Mendez v. Cnty. of San Bernardino, 0 F.d, (th Cir. 00). Indeed, where different claims involve a common core of facts, the hours spent pursuing non-successful claims cannot be segregated from the time spent on the successful claims. Id. See also Yamada, 0 U.S. App. LEXIS, at *, quoting Winterrowd v. Am. Gen. Annuity Ins. Co., F.d, (th Cir. 00) ( Where a lawsuit consists of related claims, a plaintiff who has won substantial relief should not have [her] attorney s fee reduced simply because the trial court did not adopt each contention raised. ). Class Counsel did not piggyback on the efforts or investigations of governmental officials, but did all the work and secured the relief by themselves. Class Counsel did provide information to the U.S. Consumer Product Safety Commission, but the CPSC did not share with Class Counsel the results of any investigation it did and did not require Whirlpool to take any steps concerning the safety issue. See Dkt. No. - at page II(A). These facts further support the reasonableness of Class Counsel s lodestar and their request for fees. See Rodriguez v. West Publ g Corp., F.d, (th Cir. 00) (court justified use of a multiplier in part based upon finding that counsel faced substantial risk in prosecuting this action [in that it] [] did not have the benefit of fruits from underlying government actions ), MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx) 0 (Footnote continues on next page.)

31 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Defendants aggressively litigated this case throughout, employing every classic defensive stratagem: They denied all legal liability or the existence of any design defect or safety hazard; filed multiple, extensive motions to dismiss; served voluminous document requests and interrogatories on each of the class representatives, and took full-day depositions of most, and half-day depositions of the rest; inspected the class representatives dishwashers; negotiated hard over discovery disputes; signaled their intention to oppose certification of any classes; indicated that they would file summary judgment and Daubert motions, and that they would take the case to trial if necessary (as Whirlpool did in the front load moldy washer cases). See generally Fax and Mathews declarations. Defendants were hard negotiators at both mediations, and left the table after four days of mediation in 0 when the parties were at an impasse. Mathews Decl.,. Had they not done so, the case might have settled a year-and-a-half earlier. Under these circumstances in the face of highly skilled, experienced, take no prisoners adversaries Defendants cannot complain about the time Class Counsel were required to spend prosecuting the case. See, e.g., Thiebes v. Wal-Mart Stores, Inc., 0 F. App x 0, (th Cir. 00) ( When a defendant employs a scorched earth strategy, unreasonably increasing a plaintiff s litigation expenses, the defendant can expect to pay for the attorney fees it forces the plaintiff to incur. ). Among other necessary tasks, Class Counsel performed an extensive investigation and evaluation of the case to establish its merits; researched and remanded on other grounds to 0 U.S. Dist. LEXIS, at * (C.D. Cal. Feb., 0); In re Linerboard Antitrust Litig., MDL No., 00 U.S. Dist. LEXIS, * (E.D. Pa. June, 00) (attorney s fees representing a. multiple were reasonable due in part to a risk of nonpayment that was bolstered by the fact that plaintiffs did not benefit from the fruits of a prior government investigation or prosecution ); cf. Coordination Proceeding Special Title Rule b, 00 Cal. Super. LEXIS, * (00) (multiplier should be reduced because [c]lass counsel fail to reconcile their risk assessment with the benefits they obtained... other earlier government and private... proceedings... and identifying that [t]he ability to rely upon a prior government enforcement action is widely understood by courts and commentators to materially reduce contingent risk. ) MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

32 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 drafted amended complaints; prepared and executed massive written discovery, both offensively and defensively, reviewing hundreds of thousands of pages of documents and over,000 excel documents and countless, highly-technical engineering documents; served over 0 subpoenas on third parties; investigated dozens of house fires potentially related to the defect; retained experts to examine dozens of burned control boards and dishwashers; defended depositions; took days of depositions of key technical witnesses; defended several complaints against attack through three rounds of motions to dismiss, including the performance of legal research, drafting opposition briefs, requests for judicial notice, and proposed orders; retained and worked with three experts to analyze the defect at issue in the case and consulted with an economic damages expert; prepared for and participated in two formal rounds of mediation over a two-year period (a total of six all day inperson sessions, as well as numerous telephone conferences), and engaged in follow-up work after each mediation session; negotiated the specific, detailed terms of the Settlement once an agreement in principle was reached; litigated the notice and claims process as hard as they litigated the case (resulting in several enhancements and more than quadrupling the number of Prequalified class members; and prepared for the motion for preliminary settlement approval. See Fax Decl. -; Mathews Decl., -. These tasks were done for the benefit of the Plaintiffs and the Dishwasher Owners they represent, and the time spent was reasonable. Thus, Class Counsel should be paid for all such time. See Hensley, U.S. at -; Cabrales v. Cnty. of Los Angeles, F.d 0, - (th Cir. ); Ketchum, Cal. th at (fee award should be fully compensatory [and] absent circumstances rendering the award unjust, an attorney fee award should ordinarily include compensation for all the hours reasonably spent. (emphasis in original)); Center for Biological Diversity v. Cnty. of San Bernardino, Cal. App. th, - (0) (declining to reduce an award of attorneys fees where the plaintiff MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

33 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 achieved its primary objective ; noting such a reduction would impede the Legislature s intent of encouraging attorneys to act as private attorneys general and vindicate important rights affecting the public interest. (Citing Ketchum, Cal. th at -)); Browne v. American Honda Motor Co., 0 U.S. Dist. LEXIS, at *- (C.D. Cal. Oct., 0) (awarding fees for pre-filing and postfiling investigation, including communicating with class members). Class Counsel s lodestar is not bloated by unnecessary duplication or inefficiencies. The number of attorneys and firms working on this case was reasonable. Unlike many large national class actions, there were no copycat cases filed, which often results in an unwieldy group of lawyers. The team was a tightlyknit group of lawyers, most of whom had experience working with each other, and some of whom had experience prosecuting class actions against Whirlpool and Sears. Class Counsel endeavored to prevent duplication of work and avoid inefficiencies that might otherwise have resulted from multiple firms working on this case. See Fax Decl. ; Mathews Decl., ; Pollak Decl. ; Sugnet Decl.. Indeed, only four lawyers (two partners, Fax and Mathews, Of Counsel Mr. Geyelin, and then-associate Ms. Schopler) and one legal assistant (Mr. Liberati) accounted for approximately % of the collective hours and lodestar of Class Counsel. See Fax Decl., passim, and chart attached as Ex. hereto. Tasks were managed so as to promote efficiency and ensure continuity. Mr. Fax defended most of the class representative depositions. Fax Decl.. Only Fax and Mathews took depositions. Fax Decl., passim; Mathews Decl. -; Fax and Mathews were also the attorneys primarily involved with working with plaintiffs experts and consultants, and in inspections of dishwashers and control boards; and Mr. Mathews and Ms. Schopler were primarily involved in subpoenaing insurance companies and investigating reports of house fires. Fax Decl., passim; Mathews Decl. -. Mr. Geyelin led the document review and analysis team, with significant assistance from only other attorneys (Mssrs. Wolfson and Liberati of MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

34 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Mr. Fax s office and Ms. Lawler and Ms. Winston from Lieff Cabraser). Mathews Decl. -. Mathews, Fax, Geyelin, Wolfson and Ms. Saler of the Chimicles firm did the lions share of assimilating all of the facts from Defendants document productions, depositions and non-party discovery, and information provided by the experts. Mathews Decl. -,,, ; Fax, Schwartz and Mathews handled most of the settlement agreement negotiations/papering, notice and claims administration monitoring and preparation of the preliminary approval papers. Mathews Decl. -. Mr. Liberati handled most initial communications with putative class members (along with Plaintiff Steve Chambers), as well as routine communications with them thereafter, and was instrumental in maintenance of class member data, organization and maintenance of litigation and research files, maintenance of dishwashers and dishwasher parts and shipment of those parts to and from experts, and normal paralegal chores associated with drafting, proofing, and filing all court documents, to name just some of his responsibilities in this case. Fax Decl.. Significantly, each of the key attorneys who litigated this case from the outset is still litigating it now. There has been no turnover of the core team. Courts recognize that complex litigation often requires a team structure and therefore do not penalize a collaborative effort. See Horsford v. Board of Trustees, Cal. App. th, (00) (finding time reasonable where multiple attorneys represented plaintiffs to prepare notes, attend conferences to discuss strategies, and assign tasks, as part of a supervision structure within the plaintiffs litigation team ); Building a Better Redondo, Inc. v. City of Redondo Beach, 0 Cal. App. th, n. (0) (compensating counsel for inter-office communications as some conferences between counsel might be expected, particularly in a case of some complexity ). Not only were the hours spent by Class Counsel reasonable in light of the needs of the case and the vigorous defense, but their work served the public good by securing significant relief that promotes public safety and reduces the risk of MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

35 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 additional Overheating Events and fires. See, infra, Section III(A)()(a). Class Counsel respectfully request that the Court find that the hours submitted by Class Counsel are reasonable and were necessarily spent in connection with the prosecution of this action and in securing the favorable result.. The Requested Multiplier Is Appropriate. In the Ninth Circuit, multipliers ranging from one to four are frequently awarded in common fund cases when the lodestar method is applied. Vizcaino v. Microsoft Corp., 0 F.d, n. (th Cir. 00) (approving multiplier of. and citing cases approving multipliers averaging. and going as high as.). See also Parkinson v. Hyundai Motor Am., F. Supp. d, (C.D. Cal. 0) ( Where appropriate, multipliers may range from. to or even higher. ) (citations omitted); Van Vranken v. Atl. Richfield Co., 0 F. Supp., (N.D. Cal. ) (multiplier of. was well within the acceptable range for fee awards in complicated class action litigation and stating that [m]ultipliers in the - range are common ); Moreover, as reiterated in Moore v. Verizon Communs. Inc., 0 U.S. Dist. LEXIS, at *- (N.D. Cal. Feb., 0): A district court generally has discretion to apply a multiplier to the attorney s fees calculation to compensate for the risk of nonpayment. It is an abuse of discretion to fail to apply a risk multiplier, however, when () attorneys take a case with the expectation that they will receive a risk enhancement if they prevail, () their hourly rate does not reflect that risk, and () there is evidence that the case was risky. Fischel v. Equitable Life Assur. Society of U.S., 0 F.d, 0 (th Cir. 00) (citation omitted); see In re Wash. Pub. Power Supply Sys. Sec. Litig., F.d, 0- (th Cir. ) (noting that courts have routinely enhanced the lodestar to reflect the risk of non-payment in common fund cases and finding district court s failure to apply multiplier to lodestar calculation was abuse of discretion where case MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

36 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 was fraught with risk and recovery was far from certain ). As aptly summarized by Professor Green and reflected at page of the PAO: Class Counsel are among the most capable and experienced lawyers in the country [and] took on an extremely risky and complicated case, invested a lot of time and resources, and achieved a good result for the class. 0 U.S. Dist. LEXIS, at *- (emphasis in original). After reimbursement of their reasonable out-of-pocket expenses, Class Counsel are seeking $ million in attorneys fees, against a lodestar of about $. million, which represents a modest. multiplier. In Moore, which involved a contested fee proceeding like the one here, the court held that a multiplier of at least. is warranted given the results achieved and approved a. multiple. Id. See also Vizcaino v. Microsoft, F. Supp. d, (W.D. Wash. 00) ( a multiplier of at least or is wholly justified ), aff d, 0 F.d (th Cir. 00); Van Vranken v. Atlantic Richfield Co., 0 F. Supp., (N.D. Cal. ) ( Multipliers in the - range are common in lodestar awards for lengthy and complex class action litigation ); Sternwest Corp. v. Ash, Cal App. d, () (remanding for a lodestar enhancement of,, or otherwise. ); Craft v. County of San Bernardino, F. Supp. d, (C.D. Cal. 00) (awarding. multiplier; citing cases approving multipliers ranging from. to.). Pursuant to the Kerr enhancement factors, as discussed more fully below, Plaintiffs and their counsel submit that a multiplier of. is appropriate in this case, especially given the high risk involved. Thus, the fees and expenses requested are about % less than the possible maximum of $ million set forth in the notice to class members. In Moore the court utilized the lodestar approach at defendant s request over class counsel objection that the percentage method should be used. 0 U.S. Dist. LEXIS 0, at *- (N.D. Cal. Nov., 0), adopted by 0 U.S. Dist. LEXIS, at *- (N.D. Cal. Feb., 0). MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

37 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 a. Class Counsel Achieved a Favorable Class-Wide Result. California courts recognize that the results obtained by counsel are an important factor in determining a reasonable fee under the lodestar approach. See, e.g., Thayer v. Wells Fargo Bank, N.A., Cal. App. th, (00); accord, Kerr, F.d at 0. In addition to monetary benefits, when awarding attorneys fees, [a] court should take into account any non-monetary benefits obtained for class, such as injunctive or declaratory relief. - MOORE S FEDERAL PRACTICE CIVIL.(b)(i). [I]t is important to recognize that in some class actions the monetary relief obtained is not the sole determinant of an appropriate attorney fees award. Advisory Committee Notes to Fed. R. Civ. P. (h) (00 Amendments) (citation omitted). Incidental or nonmonetary benefits conferred by the litigation are a relevant circumstance in determining fee awards. Vizcaino, 0 F.d at ; Staton, F.d at ; see also Steiner v. Williams, 00 WL 00, at * (S.D.N.Y. May, 00) ( [C]ounsel may recover a fee if the settlement conferred a substantial non-monetary benefit ). As set forth above, the settlement benefits are far reaching and comprehensive. Significantly in that regard, the Settlement relief is not only provided to the Whirlpool and Sears consumers in the eleven states classes represented by the Plaintiffs and alleged in the Fourth Amended Complaint, but to all Dishwasher Owners throughout the United States. Dishwasher Owners who had a prior overheating event within years of purchase are entitled to 0% reimbursement of the costs of repair, or $00 if they bought a replacement Whirlpool-manufactured dishwasher and $00 if they purchased any other brand. Thus, these owners will receive compensatory relief that equals or approximates the full amount of compensatory damages suffered. Dishwasher owners who still own their dishwashers receive benefits akin to an insurance policy or extended warranty. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

38 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 If they have an Overheating Event anytime up to February, 0, or through the year 0 for several million dishwashers, they may choose either a $0 cash payment or a 0% rebate on a new Whirlpool-manufactured dishwasher. Further, the settlement serves to reduce the threat to consumers from an alleged dangerous defect. Class members, who are defined as those persons who own or owned Rush and Rushmore model dishwashers (which discovery showed were the most prone to overheating), are eligible for a rebate of % toward the purchase of a new Whirlpool or Kenmore dishwasher, or % toward the purchase of a new KitchenAid dishwasher, in addition to any other retailor or corporate promotions that may be in effect. This relief not only serves as compensation for Class members who owned these dishwashers, but also incentivizes Class members who are still using one of the Class dishwashers to replace them. Given that the youngest of these Class dishwashers is at least years old (and the oldest are now years old), a % or % rebate on the price of a new dishwasher is significant. The average MSRP of current Whirlpool dishwashers is around $, and the average MSRP of current KitchenAid dishwashers is $,, meaning the average rebates could range from $ to $, or more. Mathews Decl., -. Further, discovery showed that Class members who had a repair performed to the Thermal Cut Off ( TCO ) in their Class dishwasher faced a somewhat heightened safety risk, as service personnel sometimes bypassed these safety devices. For Class Members who had their TCO serviced or replaced, the settlement provides an enhanced rebate of % for Whirlpool and Kenmore branded dishwashers, and 0% for KitchenAid branded dishwashers. These Class members could receive average rebates ranging from $ to $, or more, and are further incentivized to replace their dishwashers (all of which are at least years old) to avoid potential safety risks. As a further part of the settlement, Whirlpool paid for a robust notice program. The various forms of notice are designed to penetrate the market and MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

39 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 assure that most consumers who have purchased subject machines and incurred damages, those with subject machines who incur damages in the future, and those with subject machines who want to avoid the risk of experiencing a combusting dishwasher are alerted to the availability of relief. See Dkt. No. - (Declaration Gina Intrepido-Dowden on behalf of the Settlement Administrator KCC). This settlement thus accomplishes Plaintiffs goal at the outset, and represents a result that is likely better than the best result that could have been obtained had Plaintiffs largely succeeded in continued litigation of the claims alleged in their complaint. All consumers throughout the country whose machines have combusted are entitled to full compensation for their costs. All consumers throughout the country whose machines combust in the future are being given today a ten or twelve year extended warranty for Overheating Events that will fully cover any costs of repair, including parts and labor, should their machines combust. Alternatively, should they prefer to have a new machine, they will receive a generous discount to purchase one. And class members whose machines are working properly today, but who do not want to risk combustion in the future, will also receive a generous discount on a new purchase. These discounts are not illusory; they can be applied to the best price they can otherwise negotiate and are in addition to any other promotions offered by Whirlpool, Sears, or retailers. See, e.g., Settlement Agreement, II(A)(). Thus, no one in the United States need be exposed to risk of property damage or personal injury caused by a combusting Whirlpool dishwasher, and all who have had or will have a combusting dishwasher are eligible for payment for all repair costs. This remarkable remedy all of which is afforded to more than million affected Class members throughout the United States, and much of which is afforded to all million affected Dishwasher Owners reaches far beyond the contours of the relief that the named Plaintiffs could have achieved absent settlement, even assuming that the Court certified the states classes sought in the MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

40 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: 0 suit. The achievement here, which serves a large number of consumers as well as the public at large by calling attention to a dangerous defect, supports the requested fee. See Serrano v. Unruh, Cal. d, () (holding that attorneys fees are recoverable under the substantial benefit doctrine where non-pecuniary benefits have been conferred on an ascertainable class); Poertner v. Gillette Co., Fed. Appx., (th Cir. 0) (affirming the lower court s finding that the settlement s nonmonetary relief provided the class with substantial equitable benefit, id. at ); id. at 0 (affirming award of class counsel s fees, where class member objected that class counsel s slice of the settlement pie is too large, the court found the objection to be based on a flawed valuation of the settlement pie because it was based only on the actual payments to the class and exclude[ed] the substantial nonmonetary benefit ); Vizcaino, 0 F.d at (affirming an enhanced fee where counsel s performance generated benefits beyond the cash settlement fund. ); In re Cenco Inc. Sec. Litig., F. Supp., (N.D. Ill. ) (approving a large multiplier on public policy grounds; [t]he public has also benefitted from this litigation for it helps insure that state and federal regulations are enforced and provides incentives for private actions in the future. ). California Supreme Court has specifically approved the possibility of adding multipliers to fee awards in cases such which involve an important public benefit. Ketchum, Cal. th at - (noting that the purpose behind statutory fee authorizations... [is to] encourag[e] attorneys to act as private attorneys general and to vindicate important rights affecting the public interest [which] will often be frustrated, sometimes nullified, if awards are diluted or dissipated by lengthy, uncompensated proceedings to fix or defend a rightful fee claim. ). See also Linney v. Cellular Alaska P ship, WL 00, at * (N.D. Cal. July, ) (awarding enhanced fee where settlement provided non-monetary relief); Pinto v. Princess Cruise Lines, Ltd., F. Supp. d, (S.D. Fla. 00) (awarding enhanced fee where important non-monetary relief was obtained). 0 MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx) The

41 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Moreover, the Settlement affords immediate relief to the affected consumers without the delay associated with protracted litigation, trial, and a likely appeal. The monetary and non-monetary relief secured supports an enhancement to Plaintiffs counsel s lodestar. Simply put, when Class Counsel secure a money recovery that approximates a full amount of compensatory damages after extensive litigation or risky claims, they should be rewarded for that successful result with a reasonable multiplier. That is even true for cases like Reed v. -00 Contacts, where the court awarded a. multiplier even though the issues were not particularly novel or complex and the defenses are largely unsubstantiated at this point and do not appear likely to succeed in light of the well-established body of law regarding the Privacy Act and the case settled in less than one year of filing without contested motion practice). 0 U.S. Dist. LEXIS, at *-,,. In contrast, Class Counsel here were forced to engage in extensive litigation over several years and faced for more risks. At a minimum, the requested. multiplier, which is only % of the. multiplier awarded in -00 Contacts, is warranted. b. This Case Involved Numerous Complex and Novel Issues that Created a Significant Risk of Failure. The novelty and complexity of the issues are also relevant in determining an appropriate fee under the lodestar-multiplier approach. See Ketchum, Cal. th at ; Serrano, 0 Cal. d at ; Hanlon, F.d at. While most class actions are complex and involve some risk, Class Counsel had to overcome major obstacles in prosecuting this case, as discussed above (see, supra, Section III(A)()(b)), including establishing the precise defect at issue, defeating Whirlpool s various defenses (including the fact that the CPSC conducted an investigation but took no action against Whirlpool), obtaining certification of state classes, demonstrating that Plaintiffs claims were not barred by matters such as the economic loss doctrine, and monetizing any class-wide liability verdicts through subsequent litigated damages proceedings on a class or non-class basis. A MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

42 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 trial would have added years to the resolution of this case because of the difficult legal and factual issues raised and the likelihood of appeals. See Roberts, supra, at *- (acknowledging the complexity of the case and novelty of issues presented (including the sophisticated engineering concepts involved in this case). c. Class Counsel Assumed Significant Risk in Prosecuting this Action on a Pure Contingency Basis. As noted above, contingency risk is one of the primary fee enhancement factors, Ketchum, Cal. th at. Here, Class Counsel had it in spades. See Chemical Bank v. City of Seattle (In re Washington Pub. Power Supply Sys. Sec. Litig.), F.d, -0 (th Cir. ) ( Contingent fees that may far exceed the market value of the services if rendered on a non-contingent basis are accepted in the legal profession as a legitimate way of assuring competent representation for plaintiffs who could not afford to pay on an hourly basis regardless whether they win or lose. ); Ketchum, Cal. th at ; Serrano III, 0 Cal. d at ; Kerr, F.d at 0. This was a very difficult case to prove, and Defendants adamantly denied (and continue to deny) the existence of any defect, much less a legal right to class certification or any recovery. The path to establishing liability was particularly challenging given the highly technical nature of the defect at issue. Yet, not only did Class Counsel invest millions of dollars in lodestar in a high-risk case that could have utterly failed, they also invested over $00,000 in out-of-pocket expenses, including over $, in expert fees. The fact that the CPSC was concurrently investigating the same defect also created unique risks. If the CPSC had required a recall or other relief, the entire case could have been mooted. If the CPSC required nothing (which is what happened), Whirlpool could have used that as a basis to assert that no significant safety defect existed. The fact that Plaintiffs secured a very substantial settlement after the CPSC concluded its investigation and required nothing is a testament to the doggedness and skill of counsel. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

43 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Class Counsel prosecuted this case on a pure contingent-fee basis, advancing all expenses on the understanding that they would receive a fee only if the case was successful. Class Counsel s outlay of time and money in this case has been significant. In all, Class Counsel and their staffs have spent approximately almost,000 hours investigating, analyzing, researching, litigating, and negotiating a favorable resolution of this case, and as discussed below, have incurred over $- 00,000 in necessary litigation expenses. Class Counsel expended these resources despite the genuine risk that they would never be compensated at all. Moreover, the suit was highly risky because, unlike most class actions, here only one case was filed by a small, cohesive team of counsel, and Class Counsel faced Defendants with ample resources to vigorously fight the litigation. Presumably, if this case were viewed as a slam dunk, other members of the class action bar would have piled on and filed numerous copycat cases, as often occurs in widely-publicized consumer cases. The absence of such copycat cases supports an enhancement to lodestar. See Kerr factor (the undesirability of the case). Furthermore, counsel faced risks proving the factual basis for the claims, in getting a class certified, and in proving damages. Whirlpool vigorously contested the factual basis of Plaintiffs claims based on its extensive experience and knowledge of its machines, and challenged the legal bases as reflected in its pending motion to dismiss. While Class Counsel disagree with Whirlpool s view, there was a significant risk that a trier of fact or the Court would affirm Whirlpool s position Any argument that the multiple should be limited because the Court did not decide many contested motions should be rejected. [T]he early stage at which [the work of counsel] produced benefits is a measure of success, and should be rewarded, not penalized. Chavez v. Netflix, Inc., Cal. App. th, (00). Moreover, the promptness of settlement cannot be used to justify the refusal to apply a multiplier to reflect the size of the class recovery without exacerbating the disincentive to settle promptly inherent in the lodestar methodology. Lealao v. Beneficial California, Inc., Cal. App. th, (000). Accord Reed v. -00 Contacts, 0 U.S. Dist. LEXIS, at *-,, (awarding. multiplier though case settled in less than one year without contested motion practice). MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

44 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 The requested fee is also supported by the fact that, as reflected in their declarations, Class Counsel had to forego other work in order to devote the necessary amount of time, resources, and energy to handle this demanding matter. Serrano, 0 Cal. d at ; Ketchum, Cal. th at ; Kerr, F.d at 0. d. Class Counsel s Skill in Litigating and Settling these Claims Further Supports the Requested Fee Award. In setting fee awards, courts also consider counsel s experience and skill. Serrano, 0 Cal. d at ; Hanlon, F.d at. Here, the reputation, experience, and ability of Class Counsel were essential to the litigation s success. Their record in similar class actions and complex litigation, and their commitment of resources to this action, made credible their commitment to pursue this case until they achieved a fair result. Their skill in investigating the claims, litigating the various motions, and negotiating a favorable resolution was essential to achieving the benefits under the Settlement. Counsel did not give up or slow down after the 0 mediation proved unsuccessful; to the contrary, they redoubled their efforts. Moreover, the comprehensive and detailed provisions of the settlement agreement, and the favorable relief provided pursuant to a state-of-the-art notice and claims process, demonstrate the skill applied by counsel. B. A Percentage Cross-Check, While not Necessary, Supports the Propriety of the Requested Fee. As discussed above, because the benefits of this Settlement do not take the form of a common fund, and many of the benefits cannot be quantified with precision, it would be inappropriate for the Court to attempt to award fees based on the percentage-of-the recovery method. While the reasonableness of the requested fee may be confirmed by a cross-check based on a percentage of the estimated value of the settlement relief obtained, including both the monetary and nonmonetary relief, Hanlon, F.d at (affirming fee award based on lodestar where the district court also performed a cross-check using estimated value of the MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

45 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 injunctive relief), where, as here, classwide benefits are not easily monetized, a cross-check is entirely discretionary, Yamada, 0 U.S. App. LEXIS, at *; see also id. (quoting In re Consumer Privacy Cases, Cal. App. th at ) ( While the court has discretion to [conduct a cross-check] where appropriate, it is not required [to do so]. ) Here, Class Counsel estimate that the gross value of the settlement ranges from approximately $. million to $. million. In determining a reasonable fee in ordinary common fund cases, Ninth Circuit courts often apply a benchmark percentage of percent of the total fund as the starting point for the analysis, adjusting that amount as appropriate based on many of the same enhancement factors considered in the lodestar-plus-multiplier analysis. See Vizcaino, 0 F.d at -0. However, the Ninth Circuit has not set a mandatory not-to-exceed percentage when using the percentage of recovery method as a cross check. Tait, 0 U.S. Dist. LEXIS, at *. The Ninth Circuit has held that the total potential class recovery, not the value of claims made by class members, should be used as the basis for performing the percentage-of-the-fund analysis. See Williams v. MGM-Pathe Communs. Co., F.d, (th Cir. ) (holding that it was an abuse of discretion for a district court to award fees based on the value of claims made under a settlement). The Williams court based its decision on Boeing v. Van Gemert, While Tait held that actual payment should be considered, it noted that comparing the requested fee to the actual payout does not necessarily lead to the conclusion that the requested fee is unreasonable. 0 U.S. Dist. LEXIS, at *-. See also Lee v. Enter. Leasing Company-West, 0 U.S. Dist. LEXIS 0, at * (D. Nev. May, 0) (in rejecting the amount actually recovered by the class approach used by the Seventh Circuit in Redman v. Radioshack Corp., F.d, 0 (th Cir. 0), the court noted that the weight of precedent in... the Ninth Circuit favors considering the total amount available to the class, and the Ninth Circuit held recently that the choice of whether to base an attorneys fee award on either net or gross recovery should not make a difference so long as the end result is reasonable. (quoting In re Online DVD-Rental Antitrust Litig., MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx) (Footnote continues on next page.)

46 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 U.S., (), in which the Supreme Court calculated attorneys fees as a percentage of the total amount of a reversionary common fund, i.e., the maximum possible benefit made available to the class. The Court recognized that class members right to share the harvest of the lawsuit upon proof of their identity, whether or not they exercise it, is a benefit in the fund created by the efforts of the class representatives and their counsel. Id. at 0. Ninth Circuit courts have applied Williams in a variety of contexts, including claims-made settlements without a minimum or maximum recovery. See, e.g., Browning v. Yahoo! Inc., 00 U.S. Dist. LEXIS, at * (N.D. Cal. Nov., 00). The deadline to submit reimbursement claims for past Overheating Events is not until June, 0. The deadline to submit claims for rebates is the same, and the deadline to make a qualifying purchase and submit the receipt will not occur until eight months after the Effective Date. The deadlines to submit claims for future Overheating Events does not occur until February, 0 at the earliest, and not until the years 0-0 for millions of dishwashers. There is also no cap on Defendants liability here. Thus, it will not be possible to determine with precision the amount of cash benefits that will be paid out under the settlement until after the year 0. Nevertheless, based on currently available information, the value of the settlement more than adequately supports the fee requested. As noted above, approximately million dishwashers are covered by the Settlement. A total of, Class members and non-class dishwasher owners have been Prequalified to receive cash payments. Mathews Decl.. The average Prequalified amount is $.. Id. Thus, the total Prequalified amount under the settlement is $,. These Prequalified claimants need only check a few boxes to verify their information to receive this amount. While the claims deadline is still two months off, as of April, 0, the F.d, (th Cir. 0))). MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

47 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 claims administrator had received, non-prequalified claims. Mathews Decl.. Of these, at least, are claims for reimbursement of expenses incurred to repair or replace a dishwasher that experienced an overheating event, and more likely there are around 0,00 such reimbursement claims. Id. The average out-ofpocket damages claimed by these claimants is $. (although for purchases of replacement dishwashers the reimbursement amount is capped at $00 for Whirlpool-manufactured replacements and $00 for non-whirlpool replacements). Id. While the settlement administrator has not yet processed these reimbursement claims, even assuming the average for these 0,00 reimbursement claims is just $, the total value of these claims is around $. million. If the average reimbursement amount is $00, the total payout could exceed $ million. To date, there have also been at least, Dishwasher Owners, and more likely around,000, who submitted claims registering to participate in the rebate program. 0 Mathews Decl.. Upon the Effective Date, each of those registrants will be mailed rebate forms and will have at least eight months to make a purchase and submit receipts. The maximum potential value of these rebate claims exceeds The breakdown of reimbursement and rebate claims submitted via postal mail is not yet known. Of the, claims submitted online, however, 0,0 included claims for reimbursement. Assuming the same ratio applies to the, mailed claims, we expect roughly.%, or to include a reimbursement claim. Mathews Decl.. In order to receive reimbursement, there must be sufficient evidence of a qualifying overheating event and qualifying repair or replacement to support the claim. To date, at least a third of all reimbursement claimants have submitted documentary evidence with their claim. For those who have not yet submitted documentary evidence, the settlement requires the Settlement Administrator to search Whirlpool, Sears, and CPSC data for such evidence. If that effort fails, those claimants will have another opportunity to locate and submit such evidence. 0 Again, assuming the, mailed claims include the same ratio of reimbursement and rebate claims as those submitted online. The parties have also agreed that, assuming final approval is granted, purchases made prior to the Effective Date (but after submission of a claim) will qualify for MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx) (Footnote continues on next page.)

48 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 $ million based on the fact that every rebate claimant is entitled to at least % off the price of the top-of-the-line KitchenAid dishwasher. Mathews Decl.,. Even assuming, however, an average dishwasher price of just $ (which is the current average MSRP for Whirlpool-branded dishwashers), and a blended discount rate of just % (barely above the % minimum), the value of the rebate claims received to date is approximately $. million. Id. While it is impossible at this time to know how many of the,000 rebate claimants will purchase a new dishwasher and receive a rebate check, Class Counsel expect it will be significant since each of these claimants took the affirmative step of requesting a rebate form and will have until at least eight months after the settlement receives final approval to complete the rebate process. Moreover, by virtue of having submitted a claim, each claimant will be entitled to the benefit regardless of whether they exercise it. The value of coverage for future overheating events is also significant. As noted above, up to million dishwashers are covered for future control board Overheating Events through at least February 0, and several million of those dishwashers are covered through as late as the year 0. In the event of a future control board Overheating Event, these owners are entitled to receive $0 cash or 0% off the price of any new Whirlpool or KitchenAid dishwasher, at their option. Since the average current MSRP of a Whirlpool dishwasher is $, and the average current MSRP of a KitchenAid dishwasher is $, the value of the 0% rebate could easily be $ to $0. In addition to the direct mail, , and rebates, so claimants need not wait until the Effective Date to purchase a replacement dishwasher to the extent they have safety concerns. KitchenAid dishwashers range from $ to $0, with an average MSRP of $.. Mathews Decl.,. The $ million estimate assumes all claimants receive the % rebate on the top-of the-line KitchenAid, and ignores that some claimants are actually eligible for a 0% rebate. The MSRP of current model Whirlpool dishwashers ranges from $ to $, with an average of $. Mathews Decl.,. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

49 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 publication notices already sent, notice of this program will be placed on parts packaging and information will also be available through Whirlpool. Plaintiffs economic expert, Peter Salomon, conservatively estimates that there are at least. million dishwashers (and likely many more) still in service that benefit from this future coverage under the settlement. Salomon Decl., Exhibit hereto, at. All of these dishwasher owners receive a current benefit in the form of a type of insurance policy on their dishwasher. The value of this settlement component is what a consumer would pay to acquire this type of coverage in the open market. See In re Volkswagen & Audi Warranty Extension Litig., F. Supp. d,, 0 U.S. Dist. LEXIS, * (D. Mass. 0) ( from a consumer's perspective, a warranty against repair has value even when no repairs are claimed during the period of coverage. The fact of coverage is its own benefit; for a price, a consumer can purchase certainty as to what repairs will cost if they are needed. ) Defendants may argue that the value of the warranties should be based on the anticipated cost rather than the imputed retail cost to consumers, but that approach was rejected in In re Toyota Motor Corp. Unintended Acceleration Mktg., Sales Practices, & Prods. Liab. Litig., 0 U.S. Dist. LEXIS (C.D. Cal. July, 0). The court found an analysis valuing such extended warranty in excess of $ million to be both reliable and relevant, id. at *, n., where it was based on the market price of similar extended service contracts offered in the industry. Id. at *-, n.. Likewise, in In re Sony Corp. SXRD Rear Projection TV Mktg., Sales Practices & Prods. Liab. Litig., 0 U.S. Dist. LEXIS, at * (S.D.N.Y. Aug., 0), defendant Sony Corporation used the following method to calculate the market value of an extended warranty for defective optical blocks: taking the two year warranty extension price to the customer to arrive at a monthly cost for a warranty on all repairs, and reducing that cost by 0% to calculate the cost of the optical block monthly extension and then MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

50 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: 0 multiplying that by the remaining months of warranty provided to the class by the Cardenas negotiations. (Id.) By this method, they determined that the total cost of the warranty extensions, if they had been purchased via extended service contract, would be $,0,.0. (Id.) Likewise, the court in O Keefe v. Mercedes-Benz USA, LLC, F.R.D., 0-0 (E.D. PA. 00), noted that the settlement value should be based on the benefit to the class and not the cost to the defendant and held that defendant MBUSA s analysis which valued the common fund by MBUSA s costs and not by the benefit to the class was unrelated to the settlement s valuation. Although this element of the settlement is not an extended warranty, as it does not afford free repairs, it is like an extended warranty (or insurance policy) in that it entitles every current owner to future benefits if an Overheating Event occurs. Square Trade, a leading seller of extended warranties on household appliances, sells -year extended warranties on dishwashers for $.-$., depending on the purchase price of the dishwasher, with a cost of $. for a three year warranty for dishwashers in the $00-00 range. Salomon Decl. at. The settlement benefit here is limited to one form of defect, Overheating Events, but it also provides far more than three years of coverage, since every dishwasher is covered for at least ten years from the date of purchase, and many are covered longer, since coverage extends until at least February 0 for all dishwashers. Mr. Salomon conservatively estimates the cost of such coverage would be at least $ per dishwasher, based on comparison to available extended warranty costs and information about the prevalence of Overheating Events. Salomon Decl.,. Square Trade offers extended warranty coverage solely on new appliances bought within 0 days, when the risk of failure is much lower than the dishwashers here, which are already at least five years old. 0 MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

51 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Thus, the current value to the estimated. million Dishwasher Owners whose dishwashers are still in service is approximately $0 million. These estimates are further supported by the likelihood of future Overheating Events. While the available data reflecting the total incidence rate is not complete, at a minimum it shows that control board Overheating Events are common. To date, approximately,000 claimants (including Prequalified claimants who submitted claims) have submitted claims swearing that they experienced an Overheating Event, and this data point understates the actual number of such incidents by a large factor, as claims rates of around % are not uncommon in class action settlements. If we assume that these,000 claims represent just % of the total past incidents that occurred, the number of overheating incidents to date would be about 0,000 over about years, or about,000 per year. Salomon Decl., at 0. This estimate is roughly consistent with Whirlpool s internal data. Whirlpool s internal data, as reflected in a letter submitted to the CPSC, reflect that between 00 and 0 approximately,000 replacement boards were sold to consumers and/or distributors for out-of-warranty repairs, and approximately,000 control boards were replaced under the typical one year warranty, for a total of about,000 control boards replaced over a roughly nine year period, or about,000 per year. Salomon Decl.,. Of the total, Whirlpool s data reflects that approximately of the replaced boards had no apparent issue, and an See e.g., In re Toys "R" Us-Del., Inc. Fair & Accurate Credit Transactions Act (FACTA) Litig., F.R.D., (C.D. Cal. 0) ( a three percent claims filing rate appears to be appropriate ); Gascho v. Global Fitness Holdings, LLC, 0 U.S. Dist. LEXIS, *, 0 WL 0 (S.D. Ohio Apr., 0) ( the. percent claim rate in this case is well within the acceptable range of responses in a consumer class action ); Mount v. Wells Fargo Bank, N.A., 0 Cal. App. Unpub. LEXIS, * (Cal. App. d Dist. Feb., 0) (claims rate of approximately. percent). MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

52 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 estimated % involved control board malfunction issues. Id. Thus, Whirlpool estimated approximately,0 replacements per year occurred as a result of control board malfunction issues. While the number of those replacements that were specifically due to Overheating Events is unknown, and, in fact, many consumers who experienced Overheating Events replace their dishwasher rather than repair it and therefore would not be included in the control replacement statistics, this number corresponds closely to the estimated,000 Overheating Events per year based on settlement claims statistics discussed above. Because the settlement covers Overheating Events for another years,,000 Overheating Events per year would result in,000 covered Overheating Events between now and the end of the coverage period in 0. The minimum amount due for such event is $0, and more often will be closer to $00, since 0% off the average MSRP of a Whirlpool dishwasher is $ and 0% off the average MSRP of a KitchenAid dishwasher is $0. Thus, while the relevant value here is the current value to the consumers of the coverage afforded, and not the cost of the program to Whirlpool, even the amount paid by Whirlpool could exceed $ million (i.e., $ times,000). In sum, the value is substantial under any analysis given the number of covered dishwashers and length of coverage time. It is also appropriate to include the costs of notice in the valuation. See In re Online DVD-Rental Antitrust Litig., F.d, (th Cir. 0); Staton v. Boeing Co., F.d at -. According to the Settlement Administrator, the cost of notice provided to date is $,,0. Mathews Decl.,. This amount does not include the cost of the sticker program, or the revisions to training bulletins and service kits, or the costs of settlement administration, all of which [T]he value of the extended warranties is [not] limited to the value of repairs provided gratis during the extended warranty period, but rather the value to the consumer. In re Volkswagen & Audi Warranty Extension Litig., F. Supp. d at -. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

53 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Defendants are also required to bear pursuant to the settlement. Id. Finally, in arriving at a valuation for cross-check purposes, it is necessary to consider the value of the non-monetary relief provide by the settlement, particularly, the revised safety warnings and training materials for service personnel, and notices advising Dishwasher Owners and service personnel of the risk of Overheating Events and the importance of maintaining a functioning TCO. While placing a hard valuation number on this benefit is difficult, for purposes of a cross-check analysis, at a minimum these safety enhancements should be valued in the millions of dollars. See, e.g., Miller v. Ghirardelli Chocolate Co., 0 U.S. Dist. LEXIS 0 (N.D. Cal. Feb. 0, 0)(awarding attorneys fees where the value of injunctive relief removing the phrases white chocolate and all natural from chocolate labeling was valued at $. million); Beck-Ellman v. Kaz USA, Inc., 0 U.S. Dist. LEXIS, - (S.D. Cal. June, 0)(injunctive relief that included placing a warning label on the packaging of a heating pad valued at $. million); see also Roberts, 0 US Dist. LEXIS at * - ( The [safety] cleaning program is neither unreasonably limited or valueless as asserted by objector to the fee. The valuation of the benefit provided by the safety cleaning and notice provisions of the Settlement is accepted as reliable by this Court. ) Thus, the estimated gross value of the settlement is as follows: Settlement Component Estimated Low Value Estimated High Value Notice $,,0 $,,0 Prequalified Claims $, $, Non-Prequalified Reimbursement Claims Received To Date $,00,000 $,,000 Rebate Claims to Date $,00,000 Up to $,000,000 MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

54 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Future Overheating Coverage Requested Fees and Expenses Revisions to Safety Warnings/Training $,000,000 $0,000,000 $,0, $,0, Not valued $,000,000 GROSS VALUE $,,0 $,,0 Of course, these are just estimates, and the full payouts under the settlement will not be known until 0. Moreover, Class Counsel do not suggest that their fee should be based on these valuations. Rather, what these estimates show is that the requested multiple of. is easily justifiable even under a percentage of recovery crosscheck. The requested. multiple would represent just a % fee based on the high estimated gross value, and a % fee based on the low estimated gross value, either of which is well within the ranges commonly approved by Courts in California. See e.g., Palmer v. Nigaglioni, 0 Fed. Appx., (th Cir. 0) (affirming award of % of common fund); Linney v. Cellular Alaska Partnership, F.d (th Cir. ) (affirming award of.% of common fund); In re Pacific Enterprises Sec. Litig., F.d, (th Cir. ) (affirming award of.% of common fund); see also In re Rite Aid Corp. Sec. Litig., F. Supp. d 0, (E.D. Pa. 00) (noting that in a study of settlements ranging from less than $ million to $0 million, [t]he average attorney s fees percentage is shown as.%, and the median turns out to be one-third ). IV. PLAINTIFFS COUNSEL SHOULD BE REIMBURSED FOR THEIR OUT-OF-POCKET EXPENSES, WHICH ARE REASONABLE. Plaintiffs counsel are entitled to recover the out-of-pocket costs they reasonably incurred in investigating, prosecuting, and settling this case. See In re Media Vision Tech. Sec. Litig., F. Supp., (N.D. Cal. ) (citing Mills v. Electric Auto-Lite Co., U.S., - ()); Staton, F.d at MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

55 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0. As with fees, Defendants agreed to directly pay Class Counsel s reasonable []costs awarded by the District Court without any reduction to the relief afforded to the Dishwasher Owners. See Settlement Agreement, IX (A), pp. -. Plaintiffs counsel have incurred $0,. in unreimbursed, out-of-pocket expenses in this action. A summary listing of those expenses is attached as Exhibit hereto, and the summary and detailed listing of expenses incurred by each firm is reflected in the counsel declarations attached as exhibits - hereto. See Fax Decl., XXX; Mathews Decl., & Exhibits & thereto; Pollak Decl. & Exhibit thereto at p. ; Sugnet Decl. & Exhibit D thereto; Kitchenoff Decl., & Exhibit C thereto. These expenses include costs advanced in connection with investigating the claims, engaging a mediator, engaging experts, obtaining deposition and hearing transcripts, travel, legal research, photocopying, telephone service, postage, and other customary litigation expenses. Id. These costs were necessary for the investigation, prosecution, and settlement of this action. They should be reimbursed in full. In addition, Defendants should pay any additional reasonable expenses incurred by Class Counsel with respect to notice, claims administration, Final Approval, and any appeals related to settlement approval, through the Effective Date. continuing expenses in the Reply. Class Counsel will provide information on the In the Whirlpool/Sears FLW CCU Litigation settlement, which had a similar contested fee/expense procedure, after class counsel there filed their fee and expense petition, they provided counsel for Whirlpool with additional details/backup regarding the requested expenses and Whirlpool and class counsel were ultimately able to reach agreement on the amount of expenses. Mathews Decl.,. The parties have agreed to follow the same procedure here and hope to reach agreement on expenses. To the extent the parties are unable to reach agreement, they will delineate the areas of disagreement in Defendants opposition to this motion and Plaintiffs Reply, and supply the Court with any backup MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

56 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 materials/receipts as appropriate.id. V. THE REQUESTED SERVICE AWARDS FOR THE NAMED PLAINTIFFS ARE REASONABLE AND SHOULD BE APPROVED. A. The Service Awards Are Reasonable And Justified. The Ninth Circuit has recognized that named plaintiffs, as opposed to designated members who are not named plaintiffs, are eligible for reasonable incentive payments. Staton, F.d at ; Rodriguez v. W. Pub g Corp., F.d, (th Cir. 00) (service awards are fairly typical in class action cases ). Such awards are intended to compensate class representatives for work done on behalf of the class [and] make up for financial or reputational risk undertaken in bringing the action. Id. Relevant considerations include: () the actions the class representatives took to protect the interests of the class; () the degree to which the class benefited from those actions; and () the amount of time and effort the class representatives expended in pursuing the litigation. See Cook v. Niedert, F.d 0, (th Cir. ). As part of the Settlement Agreement, Defendants have agreed to pay, subject to court approval, a service award to each Named Plaintiff in the amount of $,000 in recognition of the time and effort they personally invested in this lawsuit. See Settlement Agreement, IX (D), p.. The service awards of $,000 requested here are justified. As reflected in their detailed declarations submitted in connection with preliminary approval (Dkt. Nos. - to -), the named Plaintiffs lent their names to this case and thus subjected themselves to public attention. In addition, each of the Plaintiffs responded to written discovery; was deposed by Defendants counsel; subjected their dishwashers and parts thereto, if still in their possession, to disassembly and inspection by Defendants; reviewed (suggesting edits as appropriate) and authorized the filing of various iterations of the class action complaints in this action; consulted with Class Counsel on a regular basis; and evaluated and supported the proposed settlement. See Tait, 0 U.S. Dist. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

57 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 LEXIS, at * (awarding $,000 incentive award where defendant agreed to pay it; payment would not diminish the payment to be made to other class members; and named plaintiffs each participated in daylong depositions, made their washers available for inspections, participated in day-long inspections of their homes, and answered discovery ). The $,000 awards sought will not affect the monetary or non-monetary benefits to any consumers covered by the Settlement Agreement, and are toward the lower end of the spectrum. See, e.g., Hawthorne v. Umpqua Bank, 0 U.S. Dist. LEXIS 0, at * (N.D. Cal. Apr., 0) ( Many courts in the Ninth Circuit have also held that a $,000 incentive award is presumptively reasonable. (Citing In re Toys R Us, F.R.D. at 0-)); In re Mego Fin. Corp. Sec. Litig., F.d,, (th Cir. 000) (service awards of $,000); Resnick v. Frank, F.d, (th Cir. 0) (approving incentive awards of $,000 to class representatives in a consumer case); Hopson v. Hanesbrands, Inc., 00 U.S. Dist. LEXIS 00, at *- (N.D. Cal. Apr., 00) ( In general, courts have found that $000 incentive payments are reasonable. (Citing cases)); Hughes v. Microsoft Corp., 00 WL 0, at *- (W.D. Wash. Mar., 00) (service awards of $,00 to $0,000); Spicer v. Chi. Bd. Options Exchange, Inc., F. Supp., - (N.D. Ill. ) (cases approving awards from $,000 to $0,000); Enterprise Energy Corp. v. Columbia Gas Transmission Corp., F.R.D. 0, 0- (S.D. Ohio ) (approving $0,000 service awards); Cook, F.d at (awarding $,000 service award). In light of the Plaintiffs willingness to step forward on behalf of consumers on a class-wide basis, the Court should grant the requested service awards, which Defendants have agreed to pay. B. The Payment Of $0,000 For Plaintiff Steve Chambers Websites Is Reasonable And Fair. This lawsuit likely would not have happened but for the efforts of Lead MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

58 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Plaintiff and consumer advocate Steve Chambers, and particularly the creation of his websites. After experiencing his own dishwasher fire in 00, and anguishing over Whirlpool s lack of interest in what he perceived to be a real safety issue, Mr. Chambers created the website, and later a second site, The response was overwhelming. As of June, 0, Plaintiff Chambers had collected, fire incident reports on these websites from the United States and Canada concerning the subject dishwashers, and for years his website, KitchenAidFire.com, has consistently been the number one Google result for dishwasher fire, and is even one of the top Google results for KitchenAid dishwasher. Mr. Chambers data collection and communications with Class members through the websites have been essential to the prosecution of this lawsuit. In addition to collecting and posting consumer complaints on these websites, he frequently communicated with the Class and the public by posting information including news stories, interviews with Plaintiffs counsel and others conducted by various television stations throughout the country, and other material alerting the public to the nature of the safety hazard posed by the subject dishwashers. See Chambers Declaration, Docket No. -, passim. In addition, he engaged in an ongoing analysis of the data generated by the consumer complaints posted on his websites, including failure rate analyses, and provided that information to Plaintiffs counsel for their utilization in the prosecution of the case. Id. Further, Mr. Chamber s websites have been used to provide notice of the settlement, and have continued to garner interest from the media. Indeed, Mr. Chamber s crusade captured the attention of Consumer Reports in 0, and in February 0 Consumer Reports reported on the settlement, poignantly declaring, It took six years but Steve Chambers finally got justice for a dishwasher fire that destroyed his KitchenAid model. Id. As part of the Settlement Agreement, Defendants have agreed to pay, subject to court approval, $0,000 to Plaintiff Chambers to acquire ownership of the MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

59 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 above-mentioned two websites. See Settlement Agreement, V(C), pp. -. The $0,000 payment sought will not affect the monetary or non-monetary benefits to any of the categories of consumers at issue in the Settlement Agreement, and is a reasonable value (indeed, it is a conservative estimation of value) under the traffic value valuation method or the negative website valuation. Chambers Decl. at -. Under the traffic value valuation method, value is calculated by researching the top key phrase or phrases that drive the majority of traffic to the website, then locating the cost-per-click value of the keywords at Google Adword s key word tool. See (describing the traffic value valuation method). Plaintiff Chambers calculated the value of the website in excess of $00,000 and the value of the website in excess of $,000. Id. Thus, $0,000 is a modest payment. The negative website valuation method is the value for a site that is critical to a company, such as Whirlpool, due to its impact on the company s reputation. Based on Whirlpool s offer to pay $0,000 for Plaintiff Chambers websites, Whirlpool must estimate that the negative value is at least that amount. Accordingly, the Court should grant the requested payment amount to Plaintiff Chambers, which Defendant Whirlpool has agreed to pay, in exchange for Whirlpool for acquiring his two websites. See (discussing the negative value valuation method); (same). In Beck-Ellman v. Kaz USA, Inc., 0 U.S. Dist. LEXIS, - (S.D. Cal. June, 0), the court approved an enhanced $0,000 incentive award as compensation for a class representative who went above and beyond and engaged in an investigation and discovery, attending depositions and settlement conferences, using her public relations experience to aid in crafting the class notice plan, and assisting counsel with other aspects of the case, thereby subjecting herself to additional notoriety and personal difficulties. Mr. Chambers made even greater contributions here, by creating and culling information from his websites, working intimately with Class Counsel to assist their investigation, and traveling to Boston to attend and actively participate in the mediation sessions. See Chambers Decl., passim. MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

60 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: 0 VI. CONCLUSION For the foregoing reasons, Class Counsel respectfully request that the Court issue an Order: (a) awarding Class Counsel attorneys fees in the amount of $-,000,000, and reimbursement of expenses in the amount of $0,.; (b) awarding service awards to the named Plaintiffs in the amount of $,000; (c) approving the sale of Plaintiff Steve Chambers websites for $0,000, in addition to his service award; and (d) awarding any other relief that the Court deems just and appropriate. Dated: May, 0 Respectfully submitted, COHON & POLLAK, LLP RIFKIN WEINER LIVINGSTON, LLC WEINSTEIN KITCHENOFF & ASHER LLC CHIMICLES & TIKELLIS LLP LIEFF CABRASER HEIMANN & BERNSTEIN, LLP By: /s/ Charles S. Fax Charles S. Fax Rifkin Weiner Livingston, LLC Attorneys for Plaintiffs Class Counsel will address objections related to the fee and expense request in their reply papers. 0 MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

61 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 CERTIFICATE OF SERVICE I hereby certify that on May, 0, I caused the attached Notice Of Motion And Motion For Award Of Attorneys Fees And Expenses And For Service Awards For Plaintiffs, and accompanying Memorandum of Points and Authorities in support of such motion, to be served by electronic mail and first-class mail, postage prepaid, on the following: Michael T. Williams (pro hac vice) williams@wtotrial.com Galen D. Bellamy (SBN ) bellamy@wtotrial.com Andrew M. Unthank (pro hac vice) unthank@wtotrial.com Catherine R. Ruhland (pro hac vice) ruhland@wtotrial.com Wheeler Trigg O Donnell LLP 0 th Street, Suite 00 Denver, Colorado 00 Telephone: (0) -l00 Facsimile: (0) - Dean J. Zipser (SBN 00) dzipser@umbergzipser.com Carole E. Reagan (SBN ) creagan@umbergzipser.com UMBERG ZIPSER LLP Main St., Suite 00 Irvine, California Telephone: () -00 Facsimile: () -0 Attorneys for Defendants /s/ Charles S. Fax Charles S. Fax MEMORANDUM IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES AND EXPENSES AND FOR SERVICE AWARDS FOR PLAINTIFFS CASE NO. :-cv-0-fmo (ANx)

62 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: EXHIBIT TO MOTION FOR AWARD OF ATTORNEYS FEES

63 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: STEVE CHAMBERS v. WHIRLPOOL CORPORATION FIRM TIME & EXPENSE SUMMARY REPORTING PERIOD: Inception to March, 0 FIRM NAME EXPENSES HOURS LODESTAR Rifkin, Weiner, Livingston, Levitan & Silver, LLC $,.,. $,,. Chimicles & Tikellis LLP $,.,. $,,0. Lieff Cabraser Heimann & Bernstein, LLP $,.,. $,0,.0 Weinstein Kitchenoff & Asher LLC $,.,.0 $,.00 Cohon & Pollak, LLP $,.0. $0,.0 TOTALS $0,.,0. $,,.

64 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: EXHIBIT TO MOTION FOR AWARD OF ATTORNEYS FEES

65 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 Case No. :-cv-0-fmo-an Jeffrey M. Cohon (CSBN ) Howard Pollak (CSBN ) COHON & POLLAK, LLP 0 Constellation Boulevard, Suite 0 Los Angeles, California 00 Telephone: () -0 Facsimile: () - jcohon@cohonpollak.com Charles S. Fax (pro hac vice) Liesel J. Schopler (pro hac vice) RIFKIN WEINER LIVINGSTON LLC Old Georgetown Road, Suite 00 Bethesda, Maryland 0 Telephone: (0) -0 Telecopier: (0) - cfax@rwlls.com lschopler@rwlls.com David H. Weinstein (CSBN ) Robert Kitchenoff (pro hac vice) WEINSTEIN KITCHENOFF & ASHER LLC 0 South Broad St., Suite 0 Philadelphia, Pennsylvania - Telephone: () -00 Telecopier: () - weinstein@wka-law.com kitchenoff@wka-law.com Steven A. Schwartz (pro hac vice) Timothy N. Mathews (pro hac vice) CHIMICLES & TIKELLIS LLP West Lancaster Avenue Haverford, Pennsylvania Telephone: () -00 Telecopier: () - sas@chimicles.com tnm@chimicles.com Nicole Sugnet (CSBN ) LEIFF CABRASER HEIMANN & BERNSTEIN, LLP Battery Street, th Floor San Francisco, California - Telephone: () -00 Telecopier: () -0 klaw@lchb.com nsugnet@lchb.com Attorneys for Plaintiffs

66 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA STEVE CHAMBERS, et al., on behalf of themselves and all others similarly situated, v. Plaintiffs, WHIRLPOOL CORPORATION, et al., Defendants. Case No. :-cv-0-fmo-an DECLARATION OF CHARLES S. FAX IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES I, Charles S. Fax, declare as follows: I. Introduction. I am co-lead counsel for Plaintiffs in this case, and a senior litigation partner in the Maryland law firm of Rifkin Weiner Livingston LLC ( RWL ) (f/k/a Rifkin, Weiner, Livingston, Levitan & Silver, LLC). RWL has offices in Annapolis, Baltimore, Bethesda and Upper Marlboro, Maryland. I am resident in the Bethesda, Maryland office.. I submit this Declaration in support of Plaintiffs Motion for Award of Attorneys Fees in this case. All of the facts set forth herein are based on my firsthand knowledge acquired in my role as co-lead counsel for Plaintiffs, except the background information on my colleagues at RWL, for which I have relied on information they have given me. II. Key RWL Personnel in This Case A. Charles S. Fax. I have been a practicing civil litigator for years, concentrating in commercial, constitutional, civil rights, securities, government contracts and H

67 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 procurement, real estate, insurance coverage, environmental and employment disputes and litigation. A print-out of reported decisions, which represents a fraction of the work I have done in my years of practice, is attached hereto as Exhibit.. I am a member of the state and federal bars of Maryland, New York and the District of Columbia, numerous federal appellate courts, the U.S. Court of Federal Claims and the U.S. Supreme Court. Throughout my career I have been admitted pro hac vice in federal and state courts throughout the country. I was specially admitted to practice in the United States District Court for the Central District of California in this case. I have never been disciplined by any state or federal bar.. My experience in class action litigation includes: Securities claims (see, e.g., In re PMA Capital Corp. Sec. Litig., 00 U.S. Dist. LEXIS (E.D. Pa. July, 00), In re Jiffy Lube Sec. Litig., F. Supp. 0 (D. Md. )); lead paint claims (Ashton v. Pierce, F. Supp. (D.D.C. )); human rights claims (Simon, et al. v. Republic of Hungary, et al., F.d (D.C. Cir. 0)) (as co-lead counsel, I co-represent a putative class of thousands of native- Hungarian survivors of the World War II Holocaust in a suit for reparations against Hungary); consumer products claims (Mouzon, et al. v. Radiancy, Inc., D.D.C., Case No. :-cv-0); and civil rights claims. In that regard, for seven years (the last three as lead counsel), I represented the Governor of the Commonwealth of Puerto Rico and the administrator of the Puerto Rico prison system in defending against a prisoners rights class action alleging the prison system s wholesale unconstitutionality in violation of the Eighth Amendment (Morales Feliciano v. Rosello Gonzalez, F. Supp. d (D. P.R. 000); Feliciano v. Gonzalez, F. Supp. d (D. P.R. )). In a separate (unreported) federal action, I represented the Director of the Commonwealth of Puerto Rico Psychiatric Hospitals in successfully petitioning the court for the lifting of sanctions and removal from H

68 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 receivership of a public psychiatric hospital, as well as dismissal of the class action that had been brought against it. I also represented the Commonwealth of Puerto Rico in parens patriae, in two related suits against putative classes of apple growers in New York and Virginia alleging discrimination against Puerto Rican laborers in violation of federal labor laws (Rios v. Marshall, 0 F.R.D. (S.D.N.Y. ), Puerto Rico ex rel. Quiros v. Alfred L. Snapp & Son, Inc., F. Supp. (W.D. Va. ).. I have a great deal of experience in highly-publicized cases, including several of the cases mentioned above. Also, I brought the first lawsuit ever against the Office of the President of the United States alleging sex discrimination under Title VII, which resulted in an agreement by the White House (after a change in administrations) to voluntarily subject itself to the statute s requirements. Schmalzreid v. Jordan, F. d (D.C. Cir. ) (Table); see generally, Further, I represented the defendant in the largest alleged tax shelter securities fraud ever to have occurred as of that time, the civil result of which was a negotiated settlement with plaintiffs (that they later recanted and appealed unsuccessfully). See Weil v. Markowitz, F. d (D.C. Cir. ). I am the co-author of two widely used texts on civil discovery (my coauthors are United States District Judge Paul W. Grimm and Paul Mark Sandler, Esq.). First published in 00, the third edition of our text DISCOVERY PROBLEMS AND THEIR SOLUTIONS ( pp.), which covers the federal discovery rules, was released by ABA Publishing in April, 0; we are currently drafting the fourth edition of that text, to address the 0 amendments, and it is scheduled for release in 0. DISCOVERY PROBLEMS AND SOLUTIONS ( pp.), which covers the Maryland rules of discovery, was published in 00 by MICPEL Publishing.. Our federal discovery text has been cited with approval in numerous reported decisions. See Rybas v. Riverview Hotel Corp., 0 U.S. Dist. LEXIS H

69 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 (D. Md. Jan., 0); Johnson v. Ford Motor Co., 0 F.R.D. (S.D. W. Va. 0); Apple, Inc. v. Samsung Elecs. Co., 0 F.R.D. (N.D. Cal. 0); Sky Angel U.S. LLC v. Discovery Communs., LLC, F. Supp. d (D. Md. 0); United States ex rel. Birckhead Elec., Inc. v. Ancel, 0 U.S. Dist LEXIS (D. Md. Dec., 0); Elat v. Ngoubene, 0 U.S. Dist. LEXIS (D. Md. 0); Charter Oak Fire Ins. Co. v. Am. Capital, Ltd., 0 U.S. Dist. LEXIS 0 (D. Md. 0); Adams v. Sharfstein, 0 U.S. Dist. LEXIS 0 (D. Md. 0); Mezu v. Morgan State Univ., F.R.D. (D. Md. 0); Covad Communs. V. Revonet, Inc., F.R.D. (D.D.C. 00); St. Annes Dev. Co., LLC v. Trabich, 00 U.S. Dist. LEXIS (D. Md. Feb., 00); Victor Stanley, Inc. v. Creative Pipe, Inc. 0 F.R.D. (D. Md. 00): Roberson v. Bair, F.R.D. (D.D.C. 00); and Miller v. Holtzmann, 00 U.S. Dist. LEXIS (D.D.C. Jan., 00).. In addition to practicing law full-time, since 0 I have served as an Adjunct Professor of Law at the University of Baltimore School of Law. I teach Discovery Practice and Procedure, a -credit advanced seminar based on the federal and state texts that I have co-authored.. In addition to numerous other professional articles that I have written and published, since 00 I have written a regular column for the quarterly magazine Litigation News, published in hard-copy and online (available at My column, titled Civil Procedure Update, discusses emerging issues in federal civil procedure.. I have been rated a Super Lawyer in the District of Columbia and in Maryland since 00, and I have been AV rated by Martindale-Hubbell since. My biography has been listed in WHO S WHO IN AMERICA and WHO S WHO IN AMERICAN LAW for many years.. My management experience is extensive. I was Managing Partner, Executive Committee member and Chairman of the Litigation Department of two H

70 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 law firms where I practiced for some years, and a member of the Executive Committee and co-chairman of the Litigation Department at a third law firm where I practiced for many years. As a lay volunteer, I served for three years as National Campaign Chairman of the Jewish National Fund (JNF), raising between $0 million and $0 million annually in the U.S. for public projects in the State of Israel. I currently serve on the Board of the JNF Boruchin Fund, which annually awards to qualified grantees, in a competitive process, the income from a $0 million dollar charitable fund.. In our prosecution of this lawsuit, four colleagues at RWL have provided principal assistance to me: Partner (and former Associate) Liesel Schopler, Legal Assistant Ernest Liberati (who retired in July 0, and was succeeded by Paul Butler), and associate Reuben Wolfson, with additional participation by other attorneys as necessary. B. Liesel Schopler. Liesel Schopler obtained her undergraduate degree, and her commission as an Ensign in the United States Navy, from the United States Naval Academy in, where she maintained a. GPA and stood in the top % of her class. She was then stationed at Pensacola Naval Air Station as a flight student. She later served aboard the aircraft carrier U.S.S. Enterprise as Joint Force Air Control Coordinator, and then at the Naval Station Norfolk JAG Office in Norfolk, Virginia, where she was a command investigator. Liesel completed her naval career as Office-in-Charge of the Orange Grove Airfield, where she was responsible for operation of the entire airfield and commanded a workforce of thirty-six naval personnel. Liesel, then a Lieutenant, resigned her Navy commission in September, 00.. Liesel then enrolled in a dual graduate program at the Catholic University of America, where in 00 she earned both a J.D. cum laude and an M.A. in Pyschology, summa cum laude. In law school she maintained a. GPA H

71 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 and graduated in the top % of her class. She also served as a staff member on the Journal of Contemporary Health Law and Policy. Her GPA as a Psychology graduate student was.0.. While in law school and for a short period thereafter, Liesel worked in various legal support capacities at Pepper Hamilton LLP and Pillsbury Winthrop Shaw Pittman LLP in Washington, D.C. Liesel then joined RWL, employed under my direct supervision as an entry-level associate researching and drafting legal memoranda, pleadings and motions in various civil actions in which I was attorney of record.. In March 00, Liesel accepted a position at the Washington, D.C. office of Morgan, Lewis & Bockius LLP, where she counseled clients on a variety of nuclear regulatory issues including license renewal, new plant licensing, enforcement and investigations, regulatory compliance and the licensing of a highlevel nuclear waste repository.. A year later I persuaded Liesel to return to RWL, where she has been employed ever since, first as an associate, and then as a partner, analyzing and researching legal issues, drafting legal memoranda, complaints, motion papers and briefs, conducting discovery and counseling clients. Among other work, Liesel has had major responsibilities in our ongoing class action against the government of Hungary, Simon, et al. v. Republic of Hungary, et al., supra, in which I am co-lead counsel. C. Reuben Wolfson. Reuben Wolfson earned his B.A. at the University of Michigan in 00, with an overall GPA of.. He then worked as a National Security and International Policy Intern at the Center for American Progress in Washington, D.C., before gravitating to the field of law, where he worked as a paralegal at Bois, Schiller & Flexner in Washington, D.C., and as a judicial intern for the Hon. Peter Messitte, United States District Judge, United States District Court for the District H

72 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 of Maryland. Reuben attended the University of Miami School of Law, where he served as Symposium Editor for the University of Miami International and Comparative Law Review, and received his J.D. cum laude in May I hired Reuben thereafter to work at our firm as a contract associate assigned full-time to document review for this case, where he performed in an exemplary manner. On the basis of his excellent work, Reuben was offered, and accepted, a full-time position as an associate in our employment law group, where he now works. D. Ernest Liberati. Ernest Liberati earned his B.S. in Aeronautical Engineering at New York University in. He then joined the United States Air Force, where he studied at the Defense Language Institute in Monterey, California, and in El Paso, Texas, earning certificates in Vietnamese (), Advanced Vietnamese () and Thai (). During his Air Force Career, Ernie conducted intelligence operations in Southeast Asia, Japan, Hawaii and in Maryland at the National Security Agency, managing technical units of as many as 0 persons. Honorably discharged in, Mr. Liberati worked for General Dynamics Advanced Information Systems until October 00. While there he provided consulting services on numerous telecommunications topics and authored reports on telecommunications infrastructure, services and technologies.. Ernie then returned to school and earned an A.S. in Computer Information Systems and an A.A.S. in Paralegal Studies. He worked as an intern for the Circuit Court for Anne Arundel County, Maryland, and two local law firms before I recruited him to RWL as a litigation paralegal in 00, where he worked under my direct supervision throughout his employment until his retirement in July 0. Ernie had substantial responsibilities in this case for communications with putative class members, Internet research on combusting dishwashers; maintenance of class member data, document review, organization and maintenance of litigation H

73 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 and research files, maintenance of dishwashers and dishwasher parts, and liaison with our experts. E. Paul Butler. Upon Ernie Liberati s retirement, Paul Butler succeeded him as the legal assistant assigned to this case, and assumed his scope of responsibilities. Paul earned his B.S. from James Madison University in, and his J.D. from George Mason University School of Law in. While at law school, and for a period of time thereafter, Paul worked as a paralegal in the Washington, D.C. office of Squire Sanders & Dempsey. Between and 00, he worked as an associate at a succession of local law firms.. In 00, Paul decided to change careers, and became an English and American Literature teacher, teaching at several parochial schools in the region, culminating in his work at Georgetown Preparatory School, where is coached and taught A.P. U.S. Government and Politics between 00 and 0. In 0 Paul returned to the legal profession as a legal assistant, working in several law firms until I recruited him to join RWL in July 0, where he has worked since then. III. Highlights of Work Performed by RWL in This Case. Steve Chambers was an outside website consultant to my law partner Scott Livingston. In the autumn of 0, Steve approached Scott complaining that his KitchenAid dishwasher had caught on fire, and that he knew that others had experienced the same problem. Scott referred Steve to me.. What follows is a narrative of the work that I, and the professionals working with me and under my supervision at RWL, performed in this lawsuit (including work done in conjunction with co-counsel), which forms the basis for RWL s portion of Plaintiffs Request for Award of Attorneys Fees and Costs. My narrative is supported by Exhibit to this Declaration, consisting of the timesheets year by year (filed under seal, and served on Defendants). Next week I will move for leave to file in the public docket a summary of those timesheets, which will H

74 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 identify eight categories of work associated with this case; each professional at RWL who performed services related to the litigation; a summary, year by year, of the amount of time spent by each professional performing one or more categories of work times the hourly rate for that professional for that year; the yearly totals; and the cumulative total.. At the commencement of the representation, Steve Chambers, in a series of discussions with me and Liesel, described the fire that had erupted in his KitchenAid dishwasher; the analysis that led to the finding that the dishwasher circuit board had overheated and combusted; Steve s contemporaneous Internet searched and the development of his website, that quickly gathered hundreds of postings and exposed the nationwide magnitude of the combusting Whirlpool dishwasher problem; his efforts to communicate with Whirlpool and Sears to alert them to his findings; Whirlpool s and Sears refusal to communicate with him and their denials that any problem existed; and Steve s reluctant conclusion, based on Whirlpool s and Sears intransigence, that he needed legal counsel to help him address his concerns that consumers were at risk.. Thereafter, with the participation of Liesel and Ernie, I undertook a factual and legal analysis of Steve s problem, including extensive Internet searches conducted by all three of us and case law research done by Liesel and me, in an effort to identify the legal and factual contours of the potential claim by Steve and his wife Lynn Van der Veer,; the potential for one or more consumer class actions in state or federal court; and possible venues.. On the basis of our analysis, and after consultation with RWL s managing partner, Alan Rifkin, we agreed to accept the representation and advance The categories are: () investigation/case evaluation; () discovery preparation and execution; () legal research, pleadings, stipulations, motions and briefs; () court appearances and preparation; () mediation/settlement negotiations; () retention of/working with expert; () communications with clients and consumers; and () case management and legal strategy. H

75 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 its costs, with fees and costs to be awarded by the Court if we were successful. Contemporaneously, I met with Weinstein, Kitchenoff & Asher in Philadelphia (lawyers with whom I had previously worked on a potential anti-trust case, and was then, and still am, co-counseling with in the Hungarian Holocaust class action mentioned above) to ascertain their interest in serving as co-counsel in the matter. 0. As our analysis of the potential for litigation continued, we considered bring the action (or actions) in a number of jurisdictions, eventually concluding, based on our research, that a single class action in federal court in Los Angeles was optimal. I then engaged counsel in Los Angeles, the well-respected litigation law firm of Cohon & Pollak, as co-counsel in our effort.. Contemporaneously, Liesel, Ernie and I, in collaboration with Steve Chambers, developed criteria for the selection of named plaintiffs and engaged in the intensive and time-consuming process of identifying and screening potential candidates from among those consumers who had contacted Steve and expressed an interest in participating in the case, or otherwise appeared to be appropriate class representatives. Throughout, Liesel was conducting extensive research and analysis of our claims. Simultaneously, she and I commenced the drafting of a complaint and began identifying and considering evidentiary issues that would likely surface during the suit.. The complaint went through numerous drafts as we continued expanding its breadth and identifying additional suitable named plaintiffs. Our expanded pool of Plaintiffs counsel was brought into the research, drafting and collaboration process. Also, at my direction, and with the participation of Scott Livingston, Liesel prepared an FOIA Request for submission to one or more federal agencies seeking documents pertinent to Plaintiffs claims.. In early March 0, Ernie, through his ongoing Internet research, discovered the Fahy case, in which a combusting Whirlpool-manufactured dishwasher had caused a house in Queens, New York, to burn down, kiiling several H

76 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 of its occupants. Ernie spoke to the Clerk s Office in the Supreme Court for Queens County, New York, and was told that an extensive hard-copy file, including numerous deposition transcripts (including, it turns out, the deposition of Whirlpool s in-house expert), was readily accessible. On an unrelated business trip to New York City, I went to the Queens County Courthouse, located the Fahy files with the assistance of the Clerk, reviewed them and ordered copies of pertinent materials, including deposition transcripts. Thereafter, Liesel reviewed, organized and summarized all of the pertinent material.. While research and drafting of the complaint continued, I undertook (with the assistance of Liesel and Ernie) the process of identification and retention of a suitable expert. After identifying Jerry Ferguson as a candidate, Liesel and I drove to North Carolina, met with Jerry and returned that day. After further consultations with co-counsel, I retained Jerry as our consulting expert, and, after consultation with Alan Rifkin, prepared a retainer agreement and a proposed budget. We simultaneously began the process of providing Jerry with documents, data, photographs, circuit boards (that we had been in the process of collecting from potential named plaintiffs) and several dishwashers, for him to undertake his independent investigation and analysis.. Throughout this time (May/June 0), I was in constant communication via , memoranda and telephone calls, with co-counsel in Philadelphia and Los Angeles. Re-drafting and expansion of the complaint continued throughout the summer, and the FOIA request was finalized. Letters were drafted to Whirlpool and Sears to advise them of the consumer complaints. Those letters were finalized and sent to Whirlpool and Sears in late October, 0, in accordance with the notification provisions of the Magnuson-Moss Act and the California Consumer Protection Act.. With the participation of co-counsel, final edits were made by Liesel, Ernie and me to the Complaint during early November 0, and it was finalized H

77 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 and filed on or about November, 0. Contemporaneously, the three of us were in close contact with all named Plaintiffs by telephone and via memoranda.. Upon filing the suit, I placed a call to the Office of General Counsel of Whirlpool, to alert Whirlpool and offer to send a courtesy copy of the Complaint. Media throughout the country quickly picked up the story and started contacting me. After consultation with my colleagues I decided to cooperate with the media in an effort to publicize the claim so as to gain the attention and participation of additional consumers who had experienced Whirlpool dishwasher failures caused by combusting circuit boards. The effort bore success quickly, s calls started to come in from affected consumers in various locales throughout the country who had seen the story on TV or the Internet, or heard it reported on the radio.. During the same period of time (end of November/December 0), I was engaged in extensive communications with co-counsel, named plaintiffs and members of the expanding putative class, as well as preparation and coordination of filing of motions for pro hac admission in the newly filed case in Los Angeles and our motion for appointment of interim class counsel. Media attention kept increasing, and I fielded those communications and participated in several interviews. During this time I spent several hours evaluating additional claims that might be filed in a separate action against Whirlpool in California, but concluded that the claims could be dovetailed into our ongoing litigation.. At the beginning of December, Liesel and I began preparing an amended complaint to incorporate additional information that we had obtained since filing the original Complaint, and correct certain portions of the Complaint. The Amended Complaint was filed on or about December, 0. At this time we also started screening additional potential named plaintiffs and, with Ernie My time sheets reflect approximately hour billed to this work, a reasonable amount of time in light of the conclusion reached, which applied directly to this action. H

78 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Liberati s participation, addressing numerous issues regarding gathering and preservation of evidence from named Plaintiffs and class members. I was also in constant communication with named Plaintiffs, co-counsel and our consulting expert Jerry Ferguson. In January and February 0 I was also communicating with lead counsel for Defendants, Michael Williams, and his colleagues regarding various matters including proposed stipulations and Defendants anticipated motion to dismiss. Legal research on California precedents, including the recent Tietsworth case in Northern California, continued. 0. Defendants filed their motion to dismiss on or about February, 0, and my co-counsel and I conferred at length in that regard. I discussed with defense counsel a timetable for our response, and we commenced researching the various issues in the motion. In that regard, I traveled to Philadelphia to meet with co-counsel Robert Kitchenoff, and we conducted several conference calls with cocounsel in Los Angeles to discuss the motion and divide assignments. During this period I was also engaged in communications with the Consumer Product Safety Commission. Liesel continued her extensive research in preparation for our opposition to the motion to dismiss. During this period Ernie and I also met with our consulting expert Jerry Ferguson in North Carolina regarding his continuing investigation and analysis. Ernie and I both continued fielding inquiries from potential class members. I worked with defense counsel on a proposed Case Management Order and convened several lengthy conference calls with co-counsel to discuss its contents, followed in each instance by multiple exchanges of s concerning same.. In early March, 0, I turned to a review of Liesel s draft opposition to the motion to dismiss, as well as various issues identified by her that warranted further analysis and consideration by the group. That led to a decision by the group to prepare and file a Second Amended Complaint, which we finalized and filed on or about March, 0. In connection with that work, in addition to working with H

79 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 co-counsel in Philadelphia and Los Angeles, Liesel and I worked closely with Steve Schwartz and Tim Mathews of Chimicles & Tikellis LLP in Haverford, Pennsylvania, whose client, W. David Beal, had experienced the same Whirlpool dishwasher failure and who, we agreed, would join the suit as a named Plaintiff represented by Steve and Tim (who, ultimately, would become co-lead counsel with me). Through Ernie, I also maintained ongoing communications with potential class members who had contacted Steve Chambers, Jeff Cohon or our firm. I also engaged in numerous discussions with Alan Rifkin and our software consultant concerning web hosting services. At the end of March, Liesel, Ernie and I worked with class members on Declarations detailing their experiences with their Whirlpool-manufactured dishwashers.. In early April 0, I engaged in ongoing communications (including correspondence, telephone calls, memoranda and s) with Plaintiffs, class members, co-counsel, defense counsel, the media, the CPSC, and our software consultant. Numerous such communications with defense counsel were preparatory to a meet and confer, for which Liesel and I flew to Denver, as did our Los Angeles counsel, to meet with defense counsel at their offices. Thereafter communications continued as above.. In mid-may 0, Defendants filed their Motion to Dismiss the Second Amended Complaint, which necessitated considerable analysis and research by Liesel under my direction and with my involvement. I also coordinated efforts by co-counsel (having divided the research and writing assignments) through memoranda, s and conference calls. In late May and early June I met with Liesel and Ernie in numerous lengthy sessions to finalize and file Plaintiffs Opposition to Defendants Motion to Dismiss the Second Amended Complaint, integrating and finalizing the work-product of co-counsel that contributed to the effort. I then engaged in a series of communications with defense counsel concerning a proposed Joint Rule (f) statement to be submitted to the Court in H

80 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 conjunction with the parties first scheduling conference. Discussions continued and an agreement was reached on a joint document that was duly filed. In mid-july I flew to Los Angeles for that court appearance, at which Jeff Cohon accompanied me.. Upon my return to the East Coast I convened a meeting of co-counsel in Philadelphia, which I followed with a detailed memorandum setting forth the decisions made at that meeting. Among other tasks, we undertook to prepare a Third Amended Complaint, to include, inter alia, the claim of Plaintiff Jackie Steffes, represented by her counsel, San Francisco attorneys Kristen Law Sagafi, Nicole Reynolds and their law firm Lieff Cabraser Heimann & Bernstein, LLP, who joined us as the final members of our team. At this point we were also discussing internally a number of discovery issues, in regard to which we met in Haverford, Pennsylvania, at the offices of Chimicles & Tikellis. During the summer, all co-counsel participated in drafting proposed discovery requests to be propounded on Defendants, with Chimicles & Tikellis taking the most significant role, even as Liesel was guiding development of the Third Amended Complaint. I also supervised the preparation of Plaintiffs Rule (a)()(a) disclosures.. In August the parties propounded discovery requests on each other. I spent a considerable amount of time thereafter, as did Liesel and Ernie, explaining the process to our clients and working with them on their draft responses. I reviewed Defendants Rule (a)()(a) disclosures at the same time. Steve Chambers responses were the first ones due, and I worked with him closely on those. The process of completing, refining and finalizing the other Plaintiffs responses to Defendants discovery requests continued at my direction, with the participation of Liesel and Ernie, through the better part of October 0. Among other responsibilities, at this time (and throughout the litigation) Ernie was in charge of gathering all documents and materials from the Plaintiffs; transmitting them to our vendor who converted them to electronically searchable form; directing H

81 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 the vendor s efforts in that regard; and serving on defense counsel the disks that were assembled by our vendor containing Plaintiffs discovery documents. At the same time, Liesel and I were working on the Third Amended Complaint, in conjunction with input from co-counsel. Liesel, Ernie and I finalized and filed the Third Amended Complaint in mid-october.. During this period of time I continued communications on a variety of issues with co-counsel, defense counsel, Plaintiffs, and potential new class members. Liesel prepared legal memoranda on a number of pertinent issues. Ernie continued working with the Plaintiffs on their discovery responses, as well as a privilege log. November and December were also occupied (by Liesel, Ernie and me) with a considerable number of issues concerning discovery and the adequacy thereof. Defendants filed their Motion to Dismiss the Third Amended Complaint, which necessitated a considerable amount of work on the part of Liesel and me, coordinating the work of co-counsel as well. In late December 0, I spent time reviewing the adequacy of Defendants discovery responses and communicating with co-counsel via memorandum, and telephone re same. The product of that effort was a letter from me to defense counsel at the end of the month, followed by a conference call, delineating perceived deficiencies in Defendants discovery responses.. In January 0, I spent a good deal of time reviewing ESI and continuing communications with our third-party web hosting services, our consulting expert, Plaintiffs, class members, my in-house team, co-counsel and defense counsel on a variety of issues, including discovery, document review, privilege issues including inadvertent disclosure of privileged information, over-all scheduling and briefing schedule. Work continued on the opposition to the Motion to Dismiss the Third Amended Complaint, with drafting and editing input on the part of all counsel. Defense counsel and I worked on a deposition schedule for the named Plaintiffs. In late January, Rob Kitchenoff joined me to prepare Steve H

82 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Chambers and Lynn Van der Veer for their lead-off depositions. Liesel, Ernie and I finalized and filed Plaintiffs opposition to the Motion to Dismiss on January, 0, whereupon Liesel, under my direction, commenced initial preparation of materials in advance of anticipated oral argument.. In February 0, I continued my supervisory work on ongoing discovery issues, including document production (in which Liesel and Ernie were heavily involved) and deposition scheduling; drafted a motion for scheduling order and stipulation; conferred with defense counsel regarding a proposed scheduling conference; and, with defense counsel, finalized and filed the join motion and proposed order. Rob Kitchenoff and I met with Steve Chambers in advance of his deposition, and I defended it. I did the same for Lynn Van der Veer. At the outset of March, Defendants filed additional discovery requests and we turned to those. During March and Arpil, I was consumed with discovery (including paper discovery and depositions) and, to a lesser extent, negotiations with defense counsel over an amended case management order and communications with potential class members who had recently experienced overheating events with their Whirlpoolmanufactured dishwashers. Liesel spent a considerable amount of time during this period preparing extensive outlines for use in witness preparation for the depositions. On April, I prepared for, and on April, I appear in, court in Lost Angeles at a scheduling conference before Judge Olguin, to whom the case had been reassigned.. During the remainder of April 0 and in May 0, I engaged in preliminary settlement discussions with defense counsel; with Liesel s assistance prepared for oral argument on the motion to dismiss (the hearing on which was cancelled at the last moment by Judge Olguin); communicated with our consulting expert; met with our consulting expert, defense counsel and Defendants consulting expert in North Carolina (together with co-counsel Howard Pollak from Los Angeles), so that Defendants could inspect the units that our expert had examined; H

83 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: 0 negotiated a stipulation with defense counsel; communicated with defense counsel, co-counsel, class members and Plaintiffs; supervised the drafting of the Fourth Amended Complaint with Liesel s extensive participation and considerable input from co-counsel; met with our expert in North Carolina again; schedule a meet and confer with opposing counsel; and planned a further deposition schedule. 0. In June 0, I managed the process of responding to, and participated in the drafting of our opposition to, Defendants Motion to Dismiss the Fourth Amended Complaint (Liesel had primary research and drafting responsibility, with participation by all Plaintiffs counsel); prepared Plaintiffs for their depositions and defended their depositions around the country. My supervisory chores on the opposition to the Motion to Dismiss, with Liesel s substantial drafting and that of our co-counsel, continued through the early part of July, when our opposition was filed. Contemporaneously, I prepared additional Plaintiffs for their depositions, defended them in various locales throughout the United States, and engaged in the process of reviewing selected documents culled from Whirlpool s document production. My communications with defense counsel on a variety of issues continued. Liesel spent the remainder of July preparing declarations for class members and working on the anticipated oral argument on the motion to dismiss.. At the very end of July 0, I was advised of a recent fire in Findlay, Ohio (where Whirlpool s dishwasher manufacturing facility is located), that consumed an entire home, and that was being attributed to a combusted Whirlpoolmanufactured dishwasher. I communicated extensively with the homeowners and then traveled to Findlay to meet with them and observe an inspection of their destroyed house (I alerted defense counsel in advance, and one of them also appeared). Contemporaneously, and through the remainder of the summer and into September, I worked on scheduling further depositions; conducted legal research; negotiated with defense counsel regarding language for a joint request to the Court; discussed mediation with defense counsel; traveled to Boston to prepare a Plaintiff H

84 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 for his deposition and defend it; communicated at length with all of the Plaintiffs regarding the status of the litigation; communicated with our consulting expert; defended depositions in New Jersey and Virginia; retained an economist as a consultant; and reviewed the comprehensive critique, prepared by Liesel, of Defendants Reply in further support of the Motion to Dismiss.. By mid-september the parties were seriously engaged in preparation for mediation, and I was plaintiffs point person on that. Yet, depositions continued in October in Georgia and Chicago: I prepared both witnesses and defended both depositions (over the course of the litigation I defended thirteen depositions around the country and participated in two more, one defended by Tim Mathews and the other by Jeff Cohon; Liesel Schopler defended one deposition, and Nicole Reynolds Sugnet defended two. During that period I was also in close touch with our consulting expert in North Carolina, including telephone and communications and another trip to North Carolina; I reviewed numerous documents; worked with Liesel on Plaintiffs mediation statement in conjunction with Tim Mathews, who drafted the extensive technical section based on his firm s close analysis of the documents produced by Whirlpool; organized photographic exhibits and charts for the mediation statement; and, with input from co-counsel, finalized and filed the mediation statement as well as an ex parte letter to the mediator. Liesel conducted further research regarding issues raised in Defendants reply memorandum.. During this period of time, Ernie also prepared an internal memorandum analyzing the four defective control platforms at issue, culling information and documents provided by the Defendants, Plaintiffs, putative class members and Jerry Ferguson, our consulting expert in North Carolina.. In early November 0, I worked on my oral presentation for the mediation; communicated extensively with co-counsel; and traveled to Boston and participated in the two-day mediation. Liesel continued with her legal analysis of a variety of issues pertinent to the claims and defenses, and provided support for my H

85 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:00 0 preparation for the mediation. Ernie continued with his assignments.. Following the mediation, I had two or three discussions with the Today Show in New York (the producer contacted me I did not initiate the contact); multiple communications with the mediator and defense counsel; preparation for a third day of mediation in Boston; a third day of mediation; multiple, extensive communications with the Plaintiffs; and multiple communications with co-counsel. In December, I conducted legal research on several discrete issues and wrote a lengthy memorandum on same that I circulated to co-counsel; engaged in further communications with Plaintiffs; communicated with our expert in North Carolina; worked on a memorandum that I sent to defense counsel; communicated extensively with defense counsel; and conferred with the mediator. Liesel conducted legal research on a number of issues that had been identified as a result of the mediation. Ernie continued with his assignments.. In January 0, I communicated extensively with one potential class member who had suffered catastrophic damages; communicated with new claimants identified by Ernie; reviewed legal rulings; communicated with the media; communicated with defense counsel at length; communicated with Eric Green (our mediator) concerning the next mediation session; worked on a stipulation for a third amended scheduling order, and finalized and filed same; and communicated with Plaintiffs and with co-counsel at length.. The next mediation session was held in Boston on March 0, 0. In February, leading up to that session, I engaged in numerous communications with Steve Chambers and co-counsel regarding pending issues; communications with opposing counsel re further scheduling of depositions, and extensive preparation for the mediation, which was to address the issue of attorneys fees, and for which only partial fees are being sought in this motion. Following that mediation session, which did not resolve the case, in late March and early April, 0, I engaged in numerous communications with defense counsel and co-counsel to consider and H

86 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 plan discovery going forward. I also prepared a draft report to the Court which I then submitted to defense counsel. I reported back to the Plaintiffs, and addressed a number of outstanding discovery issues with some of them. During this time, Liesel Schopler was engaged in a variety of legal research projects related to discovery issues that had arisen in the case, including preparation of a motion to compel.. At the same time, my co-counsel and I considered the retention of an electrical engineering expert in Wichita, Kansas, James Martin, to augment the work done by our consulting expert, Jerry Ferguson. I traveled to Wichita to meet with Mr. Martin, and continuing an ongoing course of communications with Plaintiffs, co-counsel and opposing counsel on pending issues. Liesel continued researching a variety of issues pertinent to the case.. As noted above, three Plaintiffs depositions remained to be taken. In late April, I traveled to New York to prepare one of the Plaintiffs and defend her at her deposition. I also began the lengthy process, with co-counsel Tim Mathews, of preparing to take depositions of Defendants Rule 0(b)() witnesses in Michigan, on behalf of Plaintiffs. Our preparation included detailed review and reorganization of many hundreds, if not thousands, of documents produced by Defendants, including many technical documents, spread-sheets and the like. Most of our preparation was done at the offices of Chimicles & Tikellis in suburban Philadelphia over a period of several sessions. Reuben Wolfson, who had joined our office to participate in document review and organization, was instrumental in this tedious and time-consuming effort. 0. In May, I defended the deposition of one of the Plaintiffs in Buffalo, New York; continued preparation for our offensive depositions; traveled to Michigan to commence those depositions, and did so, in several trips. In late May I traveled to New Jersey to examine, with defense counsel, the dishwasher of one of the Plaintiffs. In early June I prepared for another offensive deposition with the H

87 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 assistance of Reuben Wolfson; consulted at length with our experts; communicated with defense counsel and co-counsel; addressed a host of pending discovery issues; and traveled to Austin, Texas, to participate in the deposition of a Sears employee. In the mid- and late-june I communicated with a reporter in Fresno, California, regarding a dishwasher fire that had just occurred there; continued my extensive communications with co-counsel and clients regarding pending issues; arranged for the deposition of a non-party witness in Pennsylvania who had experienced a dishwasher fire, met with him (together with Tim Mathews), prepared him for his deposition, and defended his deposition; and traveled to St. Louis to represent the final Plaintiff in her deposition.. July 0 was consumed with continued work on discovery issues, ongoing communications with Plaintiffs, and consultations with our electrical engineering expert in Wichita, Kansas, Jim Martin, leading up to a meeting among the parties and their respective experts at Mr. Martin s office in Wichita. The purpose of that meeting was a joint inspection of dishwasher circuit boards and other parts that Mr. Martin had examined. In August I continued working with Mr. Martin, providing information to him as he requested it, as well as additional materials. I also communicated with co-counsel and opposing counsel. I began communicating with an additional electrical engineering expert whom we were retaining, Dr. Michael Pecht at the University of Maryland. In September I met with Dr. Pecht in Maryland and in Philadelphia; reviewed draft expert reports; addressed discovery issues; traveled to Wichita to meet with Mr. Martin, where we consulted on his draft report; consulted with our economics expert on his expert report; and issued Plaintiffs expert reports and disclosures to defense counsel. During this period of time, Liesel undertook an analysis of the similarities and differences in plaintiffs depositions, in anticipation of Defendants opposition to Plaintiffs upcoming motion for class certification.. The autumn and winter of 0- were taken up with H

88 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 communications with class members, co-counsel, opposing counsel, our experts, various third-party discovery issues, additional discovery relating to several plaintiffs; review of insurance claims, analysis of the front-loading washing machine case being tried in Cleveland by the defense counsel in our case; an allhands meeting at the University of Maryland between our expert and Defendants expert, at which counsel for both sides were present (the purpose being Defendants inspection of materials at Dr. Pecht s laboratory); and work on a proposed motion challenging certain confidentiality designations of documents produced in discovery by Defendants. Liesel, in January and February, 0, was engaged in a variety of discovery-related tasks, and during January, had multiple communications with insurance companies, and issued them subpoenas duces tecum, in an effort to obtain their files related to dishwasher claims.. In late February, 0, Mike Williams, lead counsel for Whirlpool, reengaged on the subject of possible settlement. In late February and early March I discussed the matter at length with co-counsel, Plaintiffs, defense counsel and our mediator, Mr. Green. Meanwhile, I prepared for a scheduled oral argument on Plaintiffs challenge to the confidentiality designations of certain of Defendants documents produced in discovery. In mid-march I began work, together with Liesel Schopler, on a supplemental mediation statement to bring Mr. Green current with the developments in the case since the prior mediation. That work lasted through mid-april, when the parties exchanged their statements, and we began our analysis of Whirlpool s statement, with a view toward submitting a reply.. After submission of our reply to Whirlpool s mediation statement, I began preparation for the mediation, which occurred in early May in Boston, at Mr. Green s offices. Settlement negotiations were successful, and thereafter we () engaged with defense counsel in preparation of the detailed settlement agreement; and () turned to preparation of a joint motion to the Court for preliminary approval of the settlement. That work continued through the summer and into the autumn. H

89 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 In late October 0, I prepared for the hearing scheduled before Judge Olguin to consider the parties proposed settlement. The hearing was held on October, 0. Thereafter I reported back to my managing partner, Alan Rifkin, and to the Plaintiffs. The remaining time, through the present, has been consumed with a myriad of details regarding execution of the settlement agreement; multiple communications with Plaintiffs, co-counsel and defense counsel; work on our petition for attorneys fees (the vast bulk of which are not reflected in the attached time sheets and are not being claimed for purposes of this Motion); and consideration of objections to the proposed settlement by class members.. As is evident from the summary narrative above, the summary of time spent attached as Exh., and our detailed time records filed under seal as Exh., Liesel Schopler, from the outset, played an instrumental role in the prosecution of this case. Throughout the entirety of the litigation, she had primary responsibility for researching, identifying, analyzing and briefing the myriad of complicated legal issues arising from this complex action on behalf of eighteen plaintiffs domiciled in eleven states bringing suit under a multitude of state laws that differed from state to state in their scope, language, application and exceptions.. Liesel also played the most significant role in identifying potential Plaintiffs and maintaining excellent client relations with them throughout the duration of the litigation. She and Ernie had primary responsibility for debriefing the clients to obtain information necessary to answer the voluminous discovery request propounded by Defendants, and she took responsibility for drafting the discovery responses, which then had to be vetted repeatedly with the clients.. Having trained and supervised scores of associates and younger partners throughout my career, I can say without hesitation that Liesel performed in this case at the highest level I have ever seen for someone at her level of experience.. Ernie Liberati (followed towards the end by Paul Butler) had principal H

90 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 control over our internal data base (including the pleadings files; all correspondence; all discoverable materials and documents provided by Plaintiffs; all dishwasher hardware shipped at his direction from a given Plaintiff to our firm or to our experts; and voluminous documents culled from the many productions made by Defendants (the data base for those documents was maintained by co-lead counsel in Haverford, Pennsylvania, but Ernie had independent access to it). While Ernie developed comprehensive indices for all of the documents and materials under his control, his military training in and facility with multiple Far-Eastern dialects enable him to retain enormous amounts of information in his head, and thus he could usually locate quickly any document or item that we needed, without recourse to his index. His technical background also aided him in understanding various technical issues in the case and facilitating their explication.. Ernie also had principal responsibility for dealing with the hundreds of consumers who contacted us throughout the duration of this litigation: He developed a questionnaire that he issued to each of them, and then recorded the information in his data base; he maintained telephone contact with those who required it, and was kept quite busy throughout the litigation fielding questions by phone and Internet regarding various aspects of the suit. 0. Finally, Ernie performed the traditional tasks of a paralegal, summarizing depositions, key documents produced by Whirlpool and many other documents pertinent to the litigation, and proofing, cite-checking, formatting, finalizing and filing the pleadings, motions, oppositions, stipulations and other papers filed throughout this litigation. He, too, functioned at an extremely hight level throughout the course of this representation. Ernie s retirement was a loss to the team, but since then, Paul Butler has ably performed the same functions in Ernie s stead.. As noted toward the outset of this Declaration, Reuben Wolfson was hired to review and summarize thousands of documents produced by Whirlpool, H

91 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 and his activities in this case were confined to that scope of work. While working directly out of our office, he was supervised by co-lead counsel in Haverford (who had chief responsibility for maintaining the Whirlpool data base and analyzing and evaluating the documents). Reuben did an exceptional job in that regard, and on the basis of his work, was invited to join the firm as a full-time associate.. The time summary (Exh. hereto), as well as the detailed time reports (Exh. hereto, filed under seal) reflects time spent by Alan Rifkin, RWL s managing partner, principally engaged in consultations with me, as necessary, regarding financial, tactical and strategic issues that presented throughout the litigation. Much of his time has been written off. Scott Livingston was involved throughout in client liaison with Steve Chambers and Lynn Van der Veer, and later in discussions concerning public relations designed to identify additional consumers who had experienced combusting Whirlpool-manufactured dishwashers. He also conferred with me on issues concerning mediation strategy and calculation of damages. Finally, paralegal Thaddeus Akum organized filed and digested depositions.. The time summary (Exh. hereto) is based on the detailed time records that are filed under seal as Exh., and is current through the end of April, 0. The hourly rates reflected year to year were the standard rates charged by each professional at RWL during that year, and in the case of 0, reflect our current hourly rates. Most of RWL s legal work is performed on an hourly basis, and the rates reflected in the summary and on the detailed time records were charged to, and paid by, the vast majority of RWL s clients during the years in question. RWL s lodestar through April 0, taking the yearly rates charged by the various professionals times the number of hours of work performed by each professional during that year, amounts to $,,.. Expenses advanced (which are delineated in Exh. hereto filed under seal) through March 0 amount to $,.. H

92 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0. Throughout the prosecution of this case, we endeavored to prevent the duplication of work and avoid inefficiencies that might otherwise have resulted from multiple firms working on the case. To that end, I was very careful in making assignments, relying on each lawyer for work within his or her particular sphere of concentration. In the event, I believe that we managed the matter as efficiently as possible under the circumstances. One indication of that is that only four lawyers (two partners me and Tim Mathews Tony Geyelin (who is Of Counsel to the Chimicles firm) and then-associate Liesel Schopler) and one paralegal, Ernie Liberati, accounted for over 0% of the collective hours and lodestar of Class Counsel. Further, Delarant saith naught. I declare, under penalty of perjury, in accordance with U.S.C., that the foregoing is true and correct. Executed on May, 0. /s/ Charles S. Fax Charles S. Fax H

93 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: EXHIBIT TO MOTION FOR AWARD OF ATTORNEYS FEES (REDACTED)

94 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Steven A. Schwartz, Esq. (pro hac vice) Timothy N. Mathews, Esq. (pro hac vice) CHIMICLES & TIKELLIS LLP West Lancaster Avenue Haverford, Pennsylvania Telephone: () -00 Telecopier: () - sas@chimicles.com; tnm@chimicles.com Attorneys for Plaintiffs UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA - WESTERN DIVISION STEVE CHAMBERS, et al., all of whom sue in their individual capacities and for all others similarly situated, vs. Plaintiff, WHIRLPOOL CORPORATION, et al., Defendants. I, Timothy N. Mathews, declare as follows: Case No: :-cv-0-fmo-mlg DECLARATION OF TIMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES The Honorable Fernando M. Olguin. I am co-lead counsel for Plaintiffs in this action, and a partner at the law firm of Chimicles & Tikellis LLP in Haverford, Pennsylvania. I submit this declaration in support of Plaintiffs Counsels Motion for an Award of attorneys fees and expenses in connection with services rendered in this Action.. I have personal knowledge of the facts set forth in this declaration, except for the background information on my colleagues, for which I have relied on DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

95 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 information they have given me, and if called as a witness would testify competently thereto.. My partner, Steven A. Schwartz, is also co-lead counsel for Plaintiffs in this action, along with our co-counsel, Charles Fax. Mr. Schwartz has reviewed this declaration and assisted in its preparation. Information Regarding Chimicles & Tikellis LLP. Chimicles & Tikellis LLP ( C&T ) is a leading national class action law firm with offices in Haverford, Pennsylvania and Wilmington, Delaware. A copy of my firm s resume is attached as Exhibit. For over years, C&T s attorneys have concentrated in prosecuting class actions in federal and state courts across the country. C&T has recovered billions of dollars on behalf of institutional, individual and business clients in securities, corporate derivative, consumer, and antitrust litigation nationwide. With top-to-bottom staffing and wide-ranging experience, C&T has successfully litigated numerous cases where, like here, we have achieved exceptional results.. My firm takes seriously its fiduciary duty to the classes it is appointed to represent, and accordingly, has a longstanding culture that strives to obtain the maximum recovery possible for our clients. For example, in the In re Apple iphone/ipod Warranty Litigation, No. :--RS (N.D. Cal.), Mr. Schwartz and I served as Court-appointed co-lead counsel where we achieved $ million nonreversionary, cash settlement to resolve claims that Apple had improperly denied warranty coverage for malfunctioning iphones due to alleged liquid damage. Most Class members were automatically mailed settlement checks for more than 0% of the average replacement costs of their iphones, net of attorneys fees. Similarly, in In re Real Estate Associates Limited Partnerships Litigation, No. CV -0 DDP (C.D. Cal.), our Firm was Lead Trial Counsel in that class action asserting federal securities law claims and claims for state law breaches of fiduciary duty on behalf of investors. The jury returned a $ million verdict (including $. million in DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

96 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 punitive damages) in favor of the investors. The $ million verdict was among the Top Verdicts of 00, and was the first, and remains one of the largest, jury verdicts in favor of plaintiffs in a case brought under the federal securities laws since their amendment in. The case was settled for $ million, which represented a full recovery for the investors.. I joined C&T after graduating with high honors from Rutgers School of Law in 00, where I was Lead Marketing Editor for the Rutgers Journal of Law and Religion, a merit scholarship recipient, recipient of the L Legal Writing Award, and a teaching assistant for the legal research and writing program. I have broad experience prosecuting consumer, securities, antitrust, ERISA, and taxpayer class actions, including significant appellate experience in the Third, Fourth, Ninth, and Eleventh circuits. I am also a member of the Amicus Committee for the National Association of Shareholder and Consumer Attorneys (NASCAT). I have been selected as a Rising Star by Pennsylvania Super Lawyers on five occasions. I also serve as a member of the Planning Commission for Lower Merion Township, Pennsylvania.. I am admitted to practice in the Commonwealth of Pennsylvania, the state of New Jersey, the Eastern District of Pennsylvania; District of New Jersey, and the United States Courts of Appeals for the Third, Fourth, Ninth, and Eleventh Circuits. I am a member in good standing in every court to which I have been admitted to practice, and have never been the subject of any disciplinary proceedings.. I have helped recover hundreds of millions of dollars for class members. As noted above, I was Co-Lead counsel in the In re Apple iphone Warranty Litigation, and I contributed significantly to achieving the $ million recovery in that case. A few other representative cases in which I have had a lead role include: Ardon v. City of Los Angeles (Superior Court, County of Los Angeles) I am co-lead counsel for the plaintiff in this class action against the City of Los Angeles in which the parties recently received preliminary approval of a $. million settlement. Before reaching the settlement, in 0, we won a landmark appeal in the Supreme Court DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

97 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 of California, which established the rights of taxpayers to file class action tax refund claims under the California Government Code. Ardon v. City of Los Angeles, Cal. th (0). I am also colead counsel in a related action, McWilliams v. City of Long Beach, in which we won a second unanimous appeal in the Supreme Court of California, further solidifying the rights of California taxpayers. Cal. th (0). I was instrumental in both appeals. Rodman v. Safeway, Inc., (N.D.Cal.) Mr. Schwartz and I are co-lead counsel for the certified class in this action against Safeway, in which we recently obtained a judgment for approximately $ million, which represents 0% of the damages plus interest arising out of grocery delivery overcharges. In re Colonial Bancgroup, Inc. (M.D.Ala.) I played a lead role in achieving settlements totaling $. million for shareholders in this securities lawsuit involving one of the largest U.S. bank failures of all time. In re Mutual Funds Investment Litig. (MDL, D.Md.) I served a central role for our firm as Lead Fund Derivative Counsel in this MDL in this MDL arising out of the mutual fund market timing and late trading scandal of 00, which involved eighteen mutual fund families and hundreds of parties, and resulted in numerous published decisions and settlements totaling over $0 million.. My partner Mr. Schwartz graduated from Duke Law School in, where he served as an editor and a senior editor of Law & Contemporary Problems. He is admitted to practice in the Commonwealth of Pennsylvania, the Supreme Court of the United States, the Courts of Appeals for the Third, Sixth, Eighth, and Ninth Circuits, and the United States District Courts in the Eastern and Western Districts of Pennsylvania, The Eastern District of Michigan, and the District of Colorado. He is a member in good standing in every court to which he has been admitted to practice, and has never been the subject of any disciplinary proceedings. Mr. Schwartz holds an AV rating from Martindale Hubbel and has been named a Super Lawyer by Law & Politics and the publishers of Philadelphia Magazine every year beginning in 00. DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

98 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0. Mr. Schwartz has substantial experience in class litigation in state and federal courts across the country. At the beginning of his legal career, he defended class actions as an associate at Schnader Harrison Segal & Lewis. In, he joined a predecessor firm of our current partner Nicholas Chimicles and has concentrated in prosecuting class actions since then.. Although it is exceedingly rare, Mr. Schwartz has served in a leadership role in many successful class action consumer cases in which class members received a net recovery approximating the full amount of their compensatory damages, in addition to the Apple iphone/ipod Warranty Litigation case discussed above: Wong v. T-Mobile, No. 0-cv--NGE-VMM (E.D. Mich.). In this billing overcharge case, Mr. Schwartz achieved a 0% net recovery of the overcharges, with all counsel fees and expenses to be paid by T-Mobile in addition to the class members' recovery. Shared Medical Systems Incentive Compensation Plan Litig., March Term 00, No. 0 (Phila. C.C.P.). In this case on behalf of Siemens employees, after securing national class certification and summary judgment as to liability, on the eve of trial, Mr. Schwartz negotiated a net recovery for class members of the full amount of the incentive compensation sought (over $ million), plus counsel fees and expenses. In re Pennsylvania Baycol: Third-Party Payor Litig., September Term 00, No. 00 (Phila. C.C.P.) ( Baycol ). In this case brought by health and welfare funds, after the court certified a nationwide class and granted plaintiffs motion for summary judgment, the parties reached a settlement providing class members with a net recovery that approximated the maximum damages (including pre-judgment interest) suffered by class members. That settlement represented three times the net recovery of Bayer s voluntary claims process (which had been accepted by various large insurers like AETNA and CIGNA). In re Certainteed Corp. Roofing Shingle Products Liability Litigation, No, 0-MDL--LP (E.D. Pa.). Mr. Schwartz served as DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

99 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 Chair of Plaintiffs Discovery Committee in this defective shingle case in which the parties reached a settlement valued at between $ to $ million by the Court. Wolens, et al. v. American Airlines, Inc. Mr. Schwartz served as plaintiffs' co-lead counsel in this case involving American Airlines retroactive increase i n the number of frequent flyer miles needed to claim travel awards. In a landmark decision, the United States Supreme Court held that plaintiffs claims were not preempted by the Federal Aviation Act. U.S. (). After years of litigation, American agreed to provide class members with mileage certificates that approximated the full extent of their alleged damages, which the Court, with the assistance of a court-appointed expert, valued at between $. million and $. million. In Re ML Coin Fund Litigation, (Superior Court of the State of California for the County of Los Angeles). Mr. Schwartz served as plaintiffs' co-lead counsel and successfully obtained a settlement from defendant Merrill Lynch in excess of $ million on behalf of limited partners, which represented a 0% net recovery of their initial investments. Nelson v. Nationwide, March Term, No. 0 (Phila. C.C.P.). Mr. Schwartz served as lead counsel on behalf of a certified class and, after securing judgment as to liability, negotiated a settlement whereby Nationwide agreed to pay class members approximately % of their bills.. Mr. Schwartz also has significant experience in prosecuting appliance defect class actions, including appliances manufactured and/or sold by Whirlpool ad Sears. In particular, Mr. Schwartz served as Co-Lead Counsel in litigations resulting in nationwide settlements against Whirlpool and Sears related to central control board (CCU) failures and mold formation in front load washers. In re Sears, Roebuck & Co. Front-Loading Washer Prods. Liab. Litig., 0 U.S. Dist. LEXIS 0 at * (N.D. Ill. Feb., 0) ( Eligible class members will receive a complete, full-value, dollarfor-dollar recovery of all costs they incurred to fix a CCU-related problem. [T]he settlement provides as good, if not a better, recovery for Class Members than could DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

100 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 have been achieved at trial. ); In re Whirlpool Corp. Front Loading washer Products Litigation, :0-wp-00, MDL No. 00 (N.D. Ohio) (nationwide class settlement pending). C&T s Role in the Early Stages of the Litigation. In May 0, I was contacted by our client, W. David Beal, and began investigating potential claims related to Whirlpool dishwashers catching fire. Our client had purchased not one but two Whirlpool dishwashers that caught fire at the control panel. The first control panel fire occurred in 00. After Whirlpool offered him a partial credit towards a new machine, Mr. Beal purchased a second Whirlpool dishwasher, and the second dishwasher caught fire at the control panel in 0. At that time, Mr. Beal contacted me about bringing potential claims against Whirlpool, primarily due to his altruistic concern that someone might one day be seriously injured or killed as a result of a similar fire. Our investigation included legal and factual research related to the potential claims. We were not aware at the time that any other law firm was investigating similar claims.. In November 0, we became aware that a class action lawsuit had been filed by Plaintiff Steve Chambers and others. We promptly reached out to Mr. Chambers counsel, Charles Chuck Fax and Rob Kitchenoff, to discuss coordinating our lawsuit with theirs. We agreed to consolidate Mr. Beal s action with the Chambers action and began working closely with Messrs. Fax and Kitchenoff.. Throughout the litigation, my firm took an active role in devising litigation strategy, researching and developing claims, drafting the amended consolidated pleadings, and responding to Whirlpool s motion to dismiss, conducting party and third-party discovery, conducting independent investigation and working with experts, and developing settlement strategy. I was also particularly instrumental in all aspects of our litigation strategy relevant to the engineering issues related to the alleged defect, including identifying key facts pertinent to liability, directing discovery and factual investigation, developing settlement components and structures, and DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

101 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 identifying and working closely with our experts. A summary of some of the key contributions made by our firm follows. Drafting Complaints And Oppositions To Motions To Dismiss, And Meeting With The CPSC. In early 0, our firm took an active role in assisting with the drafting of the Second Amended Complaint ( SAC ). Our firm also took an active role in drafting the opposition to the SAC. I had primary responsibility for researching and drafting several sections dealing with strict product liability and negligence under state laws.. Later in 0, our firm also made significant contributions to drafting the Third Amended Complaint ( TAC ), and to drafting Plaintiffs opposition to motions to dismiss the TAC. Then in 0 we significantly contributed to the drafting of the Fourth Amended Complaint ( FAC ), as well as the opposition to the Motion to Dismiss the TAC.. In April 0, I also prepared for and participated in a meeting with the Consumer Product Safety Commission in Washington, D.C., along with Chuck Fax and Rob Kitchenoff, during which Plaintiffs counsel explained the evidence we had gathered thus far concerning the defect and potential dangers to consumers. C&T s Role In Document Discovery. C&T had a central role in virtually all defendant and third-party discovery that took place in the case, and C&T also organized and supervised the entire document review process, which was massive. 0. Initially, I had primary responsibility for drafting Plaintiffs initial requests for production of documents and interrogatories to defendants Whirlpool and Sears.. Throughout discovery, Whirlpool made at least twenty productions of documents and produced three databases, and Sears made at least seven productions of documents and produced four databases. In total, both defendants produced in excess DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

102 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 of,000 documents, totaling over 0,000 pages, and seven databases. Due to the nature of the defect at issue, involving alleged defective electrical connections, most of these documents were highly technical and complex in nature. Thus, the burden to review, analyze, and assimilate them into a comprehensive story that could be told at trial was quite significant.. In order to facilitate review of this massive document production, my firm, under my guidance and supervision, created an electronic document repository. All documents produced by Whirlpool and Sears were hosted on our servers, and document reviewers from other Plaintiffs firms were provided remote, online access to review and code documents.. I also spearheaded creation of the document review protocol to simplify the process. In order to facilitate efficient first-level review, the coding procedure utilized simple check boxes to enable coders to quickly and easily code for relevant information. The documents were coded in four ways: () by level of significance (e.g., hot, relevant, irrelevant, etc.); () by document type (e.g., handwritten notes, s, etc.); () by certain specific topics, if applicable (e.g., testing, marketing, Sears, etc.); and () by relevant state, if applicable. Coders were asked to provide attorney notes solely for documents that were marked hot. Thus, by virtue of utilizing check boxes, which only needed to be clicked (i.e., coders were not required to type data into fields), the process of coding was greatly simplified in order to facilitate efficient firstlevel review.. As to the initial training for these reviewers, we held conference calls to train reviewers on the electrical engineering concepts they would need in order to have a basic understanding of the nature of the defect, some of the terminology reviewers could expect to encounter, and some of the kinds of documents to keep an eye out for. The number of pages reported here actually understates the true number of pages produced because over,000 of the pages were Excel spreadsheets, many of which constitute many pages but are counted as only one page. DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

103 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0. Under my and Mr. Schwartz s direct supervision, my firm also assigned a highly-experienced document review attorney to serve as the primary point of contact for all document reviewers, Anthony Geyelin. A graduate of the University of Virginia and a cum laude graduate of Villanova Law School, where he served as associate editor of the Villanova Law Review and won the corporate law prize, Mr. Geyelin has been of Counsel to C&T for over a decade and, among his prior accomplishments, previously served as Chief Counsel and Acting Insurance Commissioner with the Pennsylvania Insurance Department. In many cases, like this case, Mr. Geyelin performs a central role to the entire discovery and trial preparation process, including: overseeing and coordinating other reviewers; preparing summaries, digests, chronologies, lists of acronyms, and information concerning key witnesses; identifying documents to be shared with experts and working with experts; and identifying and organizing key documents for depositions, motions, and trial. Mr. Geyelin excels at managing large document review projects and is routinely complimented by our cocounsel for his abilities in doing so.. Here, in addition to assisting in reviewing and coding documents, Mr. Geyelin supervised the entire document review process on a day-to-day basis. Among his duties, he trained document reviewers, supervised the progress of the review and assigned ranges to all reviewers, ensured quality control of the coding, and created and maintained numerous documents to facilitate the review and subsequent litigation, including a cast of characters, acronym list, a spreadsheet of significant claims, and other documents. Mr. Geyelin also routinely corresponded with document reviewers, answered their questions and questions from non-reviewer attorneys, and served as the interface with me when it came to answering questions that arose as to how the review should proceed. He was also routinely called on by Co-Lead Counsel and our experts to identify facts and documents relevant to pertinent issues in the case.. Mr. Geyelin and I also instituted a process whereby all reviewers ed daily, short summaries of hot documents they had encountered in order to educate all DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

104 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 reviewers of the most important documents others were finding, and to apprise nonreviewer attorneys of new important information discovered during the document review. All document reviewers reported this information to Mr. Geyelin on a daily basis, and he compiled and maintained the data, and also copied those important hot docs into a separate file where they could be easily retrieved later. The list of hot document summaries was later used to distill important information for second-level review.. My firm was also essential in synthesizing the results of the massive document production, for purposes of developing our factual and legal theories, working with experts, preparing for depositions, preparing for mediations, and preparing for summary judgment and trial. Given the massive amount of documents produced throughout the litigation, and the level of complexity, this was no small effort.. One of the first such efforts to synthesize the massive document discovery occurred in mid-0, prior to the first mediation session. At that time, my firm took primary responsibility for performing a second-level document review of hot documents that had been identified to date, and developed much of the core factual argument which underpinned Plaintiffs claims. Towards that effort, our Senior Counsel, Christina Saler, with substantial assistance from Mr. Geyelin, and under my supervision, performed an in-depth second level review of hot documents and drafted a detailed memorandum of key facts. 0. Ms. Saler has over a decade of experience representing plaintiffs in securities and consumer class actions and has achieved significant recoveries for her clients. She graduated with honors from Rutgers School of Law in 00 where she served as Lead Articles Editor for the Rutgers Law Journal. She is admitted to practice in the Commonwealth of Pennsylvania, the State of New Jersey, the United States Third Circuit Court of Appeals, the United States District Court for the Eastern District of Pennsylvania and the United States District Court for the District of New DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

105 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Jersey. She is a member in good standing in every court to which he has been admitted to practice, and has never been the subject of any disciplinary proceedings. Ms. Saler has distinguished herself amongst her peers and was named a Pennsylvania Super Lawyers Rising Star in 0, 0 and 0.. Mr. Geyelin and Ms. Saler worked closely together to review and identify the most important hot documents identified to date, and distilled those documents into a memorandum explaining many of the key documents and facts. As part of their second-level review, Ms. Saler and Mr. Geyelin selected certain documents from which key data could be extracted and synthesized into compilations that depicted the total number of dishwasher fires per control panel platform across all brand lines, the years in which these dishwasher fires were reported, and the average months in service for these defective dishwashers. These compilations were prepared by support staff at their direction and incorporated into the memorandum.. For the memorandum, Ms. Saler and Mr. Geyelin also spearheaded the preparation of additional compilations that (a) depicted the amount of money paid by Whirlpool to certain consumers for property damage caused by dishwasher fires and (b) tracked Whirlpool s communications with the CPSC, ESA and UL. At the direction of Ms. Saler and Mr. Geyelin, these compilations were prepared by Mr. Geyelin and our co-counsel, Reuben Wolfson and Howard A. Pollak.. At that point in time, Plaintiff s counsel were also working closely with a consulting expert, Jerry Ferguson, a highly regarded engineering expert on dishwasher design and operation. I, along with Mr. Geyelin and Ms. Saler, selected documents that were provided to our consulting expert in order to inform his opinions and routinely participated in conference calls with him concerning the facts and bases for their opinions. Throughout the case, and in particular during the preparation of the second-level review memorandum and the mediation statement, I, often joined by Mr. Fax, Mr. Schwartz, Ms. Saler, Mr. Geyelin, and other counsel, also held numerous, lengthy conference calls with Plaintiff s consulting expert in developing Plaintiffs DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

106 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 legal and factual theories, and developing potential settlement structures. I was particularly instrumental in these discussions given my practical knowledge concerning electrical engineering concepts, and I frequently served as an intermediary who could assist with developing Plaintiffs litigation, mediation and settlement positions based on information provided by our expert, and similarly was able to propose potential engineering solutions for discussion with the expert. C&T s Role in the First Round of Mediation. Once the parties agreed that the Action would be mediated, our firm took an active role in identifying potential mediators. Mr. Schwartz had previously mediated before Professor Green, including in his successful Siemens case.. Mr. Schwartz and I took an active role in the preparation of mediation papers. My firm worked closely with co-counsel as we synthesized the various sections of the mediation brief and refined it for submission.. I took primary responsibility for the factual portion of Plaintiffs mediation statement. In distilling that summary of the factual bases for Plaintiffs claims, I carefully reviewed all documents referenced in the second-level review memorandum, conducted additional review and factual research, and conducted several conference calls with Plaintiffs consulting expert Jerry Ferguson, a highly regarded engineering expert on dishwasher design and operation, to prepare for the mediation. Given the highly technical nature of the claims, it was critical to have someone with technical knowledge work on this portion of the mediation statement. I also frequently called upon Mr. Geyelin and Ms. Saler to supply facts and data to support Plaintiffs mediation statement.. Mr. Schwartz also significantly contributed to the drafting of the class certification and requested relief sections of the mediation brief, as well as the introduction. Mr. Schwartz work on the class certification discussion, and for our class certification strategy generally, was informed by his trial court and appellate work in securing and sustaining the groundbreaking certifications of the FLW Mold and DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

107 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Control Panel/CCU claims against Whirlpool and Sears. See Butler v. Sears, 0 U.S. Dist. LEXIS (N.D. Ill. Sept. 0, 0) (cited nearly 0 times); Butler v. Sears, 0 F.d, (th Cir. Ill. 0)(cited over 0 times); Butler v. Sears, Roebuck & Co., F.d (th Cir. Ill. 0)(cited nearly 0 times); In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., 0 U.S. Dist. LEXIS, - (N.D. Ohio July, 0)(cited over 0 times); Glazer v. Whirlpool Corp. (In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig.), F.d 0 (th Cir. Ohio 0) (cited nearly times); Glazer v. Whirlpool Corp. (In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig.), F.d, (th Cir. Ohio 0)(cited over 00 times).. Mr. Schwartz and I were also very active with respect to developing mediation and settlement strategy, as well as conducting negotiations during the mediation. Among other things, we were active in developing and proposing potential settlement structures prior to mediation and we had several telephonic and in-person conferences with co-counsel to prepare for the initial two-day mediation session. I was also actively working with our non-testifying consulting expert, Jerry Ferguson, to determine the potential viability of means to retrofit dishwashers, or to replace component parts, to reduce or eliminate the risk of fires.. During those late 0 and early 0 mediation sessions, we were active participants in advocating for class members, attempting to find practical solutions to difficult problems, proposing creative ideas, and bridging gaps to achieve a successful result. Unfortunately, the parties were not able to reach a final agreement during those mediation sessions, and active litigation resumed in earnest. C&Ts Role in the Critical post-mediation Litigation 0. Along with Co-Lead Counsel Mr. Fax, I spearheaded many of the next steps in the discovery process after the unsuccessful mediation. I believe it was largely this further discovery, through which we developed strong additional evidence and continued to assemble a very compelling case, that, at least in significant part, led DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

108 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Whirlpool to request further mediation and ultimately settle the case. As set forth below, that work included, just as examples: substantial additional second-level review, analysis, and synthesis of Defendants document productions; depositions of Whirlpool and Sears employees and designees; critical discovery from Whirlpool s component part suppliers; research and analysis of numerous house fires believed to be caused by Whirlpool dishwashers; discovery from dozens of homeowners insurance companies concerning dishwasher fires; and inspections of dozens of burned dishwashers and control boards.. Depositions: Immediately after the failed mediation in March 0, we began preparation to take depositions, as well as seeking to identify potential testifying experts. In the spring of 0, my firm, under my direction and supervision, took the lead in preparing for the multiday depositions of Whirlpool s designees, Director of Global Product Safety, Larry Latack, and Principle Engineer for dishwashers, Ryan Roth. These were critical depositions, and the task of preparation was substantial given the scope of the issues and the size of the document production. Our preparation began with further intense second-level review, primarily by Tony Geyelin, of thousands of documents which had been marked hot during the document coding process. From these, Tony and I identified hundreds of documents for potential use at depositions. Over the course of numerous days thereafter, Chuck Fax and I, assisted by Tony Geyelin and Reuben Wolfson, poured over the documents, organized them by topic and priority, and constructed outlines for the Latack and Roth depositions. Chuck Fax and I took these critical depositions over the course of two weeks in St. Joseph, Michigan in May 0. Mr. Fax took the two-day deposition of Larry Latack, which I second chaired, and I took the two-day deposition of Mr. Roth, which Mr. Fax second-chaired.. As Principle Engineer for dishwashers, Mr. Roth was the key Whirlpool engineer responsible for design and testing issues related to the overheating issue. He had attended and made an extensive presentation at the 0 mediation. Whirlpool DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

109 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 designated Mr. Roth to serve as its designee with respect to a wide array of engineering topics, including: control board fires or overheating events in Whirlpool dishwashers; the design and testing of the control boards and terminal/connectors in the dishwasher; the design life of Whirlpool s dishwashers; differences and models and design of Whirlpool s various dishwashers; changes made to the design and manufacture of the control boards and terminal connections of the dishwasher; the use of failure modes and effects analysis, FMEA, on the dishwasher; use of reliability and life tests related to the dishwasher; the use of thermal cut-offs in the dishwasher; the use of Molex and RAST connectors for the heating element in the dishwashers; the use of thermal fuse links in the dishwashers; and communications regarding the initiation of a Product Hazard Management study ( PHM ) Whirlpool conducted concerning control board fires, to name a few.. Likewise, Mr. Latack, Whirlpool s Director of Global Product Safety, provided critical testimony concerning Whirlpool s knowledge of control board overheating events, Corporate policies concerning disclosures to consumers, policies for refunds and replacements for control board fires, and Whirlpool s communications with the CPSC, among other topics.. Subsequently, Mr. Fax and I also prepared for the deposition of Sears employee Jerry Chavers, which Mr. Fax took and I second-chaired in Austin, Texas in June 0. Mr. Chavers testified concerning Sears knowledge of the control board defect, among other things.. Through these depositions, Mr. Fax and I were able to develop key facts, and obtain critical omissions, which we believed strengthened our case significantly.. Experts: In addition to our consulting expert Mr. Ferguson, in 0 we retained two highly acclaimed electrical engineers, Michael Pecht, Ph.D, and James Martin, P.E., to serve as testifying liability experts.. I identified Mr. Martin as a potential expert witness in early 0, shortly after the failed mediation, by conducting research into publicly available information DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

110 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 concerning Whirlpool dishwasher fires. Mr. Martin has been a practicing electrical engineer for years and has testified over 0 times as an electrical engineering expert in federal and state court depositions and trials. In of those cases, Mr. Martin expressed his opinion as to causation of fires involving household electrical appliances, thirteen of which concerned fires in Whirlpool-manufactured dishwashers, including five fatalities. His most recent case involving Whirlpool dishwashers was the McCoy case in Kansas, in which Mr. Martin, appearing for the decedent s family, concluded that the fatal fire was caused by a defectively designed electrical connection, similar to the one at issue in this case. In the McCoy case, the jury returned a verdict for plaintiffs.. We also retained Dr. Pecht in August 0, with whom Mr. Schwartz and I have worked with on other cases, including the Apple iphone case and the Whirlpool/Sears FLW CCU case, both of which settled for full recoveries (and, in the case of Apple iphone, more than a full recovery). Dr. Pecht is the founder and Director of the CALCE Electronic Products and Systems Center, and the George Dieter Chair Professor in Mechanical Engineering, at the University of Maryland. Dr. Pecht s credentials are truly outstanding. He is a world-renowned expert and has consulted with over eighty major international electronics companies on electronics design, manufacture, testing, reliability and safety, including Intel, Texas Instruments, Dell, AMP, Nortel, Nokia, Ericson, Emerson, Honeywell, Boeing and others. He has written over thirty books and 00 articles on electronic product design, manufacture, testing, reliability and supply chain management. Dr. Pecht has also served as an expert witness in these fields numerous times, including several investigations conducted on behalf of U.S. Congressional committees.. Mr. Fax and I worked very closely with both Mr. Martin and Dr. Pecht over the course of many months. Among other things, we participated in numerous CALCE is an acronym for Center for Advanced Life Cycle Engineering. DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

111 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 conference calls with both experts, we selected and shared relevant documents with them, we reviewed and commented on draft expert reports, we participated in inspections of dozens of burned dishwashers and dishwasher parts, and met with both experts on several occasions. Both experts completed extensive reports, which were served on Whirlpool on September, 0. We believe these were reports were very strong, and significantly contributed to Whirlpool s suggestion a few month later that we re-engage in mediation. C&T s Role in Non-Party Discovery and Independent Fact Investigation 0. I also took a lead role in third-party discovery and significant the fact investigation outside of the formal discovery process. I believe this investigation and third-party discovery was among the most fruitful discovery in the case.. The defect at issue in this case involves electrical connections to the control board, which rely on a tab terminal, a female connector, and a plastic housing. The tab terminal is manufactured by a company called Zierick. The female connector and housing are manufactured by a company called Molex. The control board, to which these pieces are connected, is manufactured by Jabil. At my direction, in mid- 0 we subpoenaed Molex and Jabil (which subpoenas were drafted by our cocounsel at Lieff Cabraser), and also conducted in-depth investigation of publicly available information concerning these parts. One of the key allegations in the case was that Whirlpool failed to utilize a locking connector, which resulted in the connections becoming loose over time, which leads to resistance heating and thermal runaway. Through our investigation, we discovered that both Zierick and Molex recommended using some kind of positive locking feature with their respective parts, but Whirlpool ignored that recommendation and used a connection that had not positive locking feature.. In late-0 and early-0, we also undertook a lengthy investigation into serious house fires reportedly linked to Whirlpool dishwashers. At my direction, a team of attorneys and paralegals in my firm and Mr. Fax s firm began investigation of DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

112 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: 0 news reports over the past several years where serious house fires had been linked to dishwashers. For those fires, we undertook investigation, including contacting homeowners and obtaining fire department reports, to try to determine the potential cause of the fire as well as the brand of dishwasher at issue. We used photos and other information to try to make initial assessments whether the fire could have resulted from a control board fire. For those that we suspected of involving the defect at issue in our case, we conducted further investigation, which typically included subpoenaeing the homeowner s insurance company for fire investigation records and, where possible, obtaining remnants of the dishwasher. Through this investigation we identified several serious house fires which we suspected of being caused by the control board defect at issue in our case. One of those involved an historic landmark in Jefferson, Texas, called the Pride House, which was the oldest Bed & Breakfast in the state of Texas and totally destroyed due to the fire, which had been linked to the dishwasher. It is worth noting that the fire at the Pride House occurred in 0 and that Whirlpool participated in destructive testing of the dishwasher evidence in September 0 without ever notifying Plaintiffs of the fire or the intent to conduct destructive testing. We learned of the Pride House fire from news reports through our own investigation only after the destructive testing took place, and managed to obtain the remaining dishwasher pieces solely by virtue of the stroke of good luck that the investigator for the insurance company had not gotten around to disposing of them yet. Other serious house fires which we identified as potentially related to the defect at issue in our lawsuit included the complete loss of a Victorian home in Newton, Massachusetts, a near-total loss of a home in Mooresville, North Carolina, and several other serious fires which we were investigating.. As an outgrowth of those investigations, at my direction Plaintiff s counsel also served subpoenas on homeowners insurance companies concerning fires that may have been linked to Whirlpool dishwashers. DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

113 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0. Around the same time, in early 0 I spearheaded a challenge to Whirlpool s Confidentiality designations for a large number of documents. An attorney from the Lieff Cabraser firm and I drafted the brief for the Plaintiffs. In addition to challenging confidentiality, the brief allowed us an opportunity to outline some of the key pertinent facts reflected in Whirlpool s documents. Soon after filing that brief, while at the same time we were actively pursuing discovery from homeowner s insurance companies, Whirlpool approached us about participating in further mediation. C&T s Role in the 0 Mediation that Resulted in the Settlement. On May and, 0, the parties engaged in a second round of mediation before Prof. Green, which led to the Settlement of this case. In our view, the litigation pressure generated from the fact and expert discovery that Class Counsel conducted after the 0 mediation failed was a significant factor in bringing Whirlpool back to the table.. As with the 0 mediation, Mr. Schwartz and I played significant role the negotiations, including negotiations related to the structure of the Settlement and, just as important, the structure of the notice and claims administration process. In particular, we negotiated a robust notice and claims program that included a procedure by which certain Class members would be prequalified for specified dollar amounts and would need only to check a few boxes and verify their contact information to receive payment. As more fully detailed elsewhere, the settlement provides wideranging relief for Class members, as well as for non-class members who own certain models of Whirlpool-manufactured dishwasher, and also requires new safety instructions for service personnel, and numerous forms of notice, including over million direct notices and notice on the packaging for replacement parts.. Mr. Schwartz and I also played a prominent role in negotiating and drafting the settlement papers, including all notices and exhibits, which was 0 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

114 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 particularly time intensive given the wide ranging settlement benefits and the fact that there were numerous versions of tailored notices required. C&T s Role in Monitoring the Notice and Claims Administration Process. My firm understands the importance of not only negotiating a favorable notice and claims administration process, but also of carefully monitoring the process. This aggressive and proactive role in evaluating the efficacy of the notice and claims process is an obligation we take seriously.. For example, my paralegal, Phuong Ngo, and I audited thousands of individual Whirlpool, Sears, and CPSC records to ensure that all Class members who are entitled to be prequalified under the settlement were in fact prequalified. This was a significant effort, as each record need to be reviewed individually to determine whether, based on the facts reflected in comments written by Whirlpool or Sears customer service personnel, the Class member was entitled to be prequalified. As the decision required an intricate understanding of the defect at issue, as well as the terms of the settlement, much of the audit process required my personal attention. Initially Whirlpool had identified just Prequalified dishwasher owners. Through the audit process, we persuaded Whirlpool to prequalify an additional, dishwasher owners, for a total of, Prequalified persons. 0. Mr. Schwartz and I also regularly review and analyze the interim claims status reports from the Settlement Administrator and raise appropriate questions with the administrator and with Whirlpool to make sure the process is running smoothly. Based on prior experience, we expect to spend a significant amount of additional time on claims administration work through the final approval of the Settlement and beyond.. The foregoing is merely a summary of some of the highlights of my firm s participation in this action. We contributed significantly to the litigation and mediation and class members claims and believe we have achieved an excellent outcome for consumers. DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

115 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 C&T Lodestar and Expense Information. During the litigation, my firm kept contemporaneous time and expense records. The schedule attached as Exhibit is a summary derived from our daily time records plus the underlying daily time entries that reflects the amount of time spent by the partners, attorneys, and other professional support staff of my firm who were involved in the work described above and the contemporaneously-entered description for the work reflected in each time entry. This work was performed in concert with cocounsel in this Action, and the lodestar calculation based on my firm s current billing rates from inception of the case through March, 0, as well as the status of the billing person (partner, associate, or paralegal) and number of years admitted to the bar (or its equivalent). Exhibit does not include any billable time incurred after March, 0, or in connection with work related to the fee motion or any fee negotiations in connection with the mediation sessions before Professor Green. We have also removed the work performed by lawyers and paralegals who spent less than hours in the litigation. Based on my experience, and our track record overseeing the notice and claims process as vigorously as the underlying litigation, we expect to spend substantial additional time to shepherd the case through final approval and any possible appeals, and to ensure that Defendants and the Settlement administrator fairly process and pay all relief as required under the Settlement.. The total number of hours expended on this litigation by my firm from inception through March, 0 on the work described above is,.. The total lodestar expended on this litigation by my firm from inception through March, 0 is $,,0... My firm s lodestar figures are based on the firm s current billing rates. Expense items are billed separately, and such charges are not duplicative in my firm s billing rates.. The hourly rates for the partners, attorneys, and professional support staff in my firm included in Exhibit are the same as the usual and customary hourly rates DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

116 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 currently charged for their services in similar complex class action litigation matters. They are also the same rates that are billed to and paid by my firm s non-contingent, hourly bill-paying clients.. My firm s rates as reflected in the lodestar reports attached hereto are within the range of market rates charged by attorneys of equivalent experience, skill, and expertise. We set our rates based on an analysis of rates charged by our peers and approved by courts throughout the country. Over the past two decades, our rates have been approved by state and federal courts throughout the country, including successful consumer class cases where my firm served as lead class counsel. See, e.g., Johnson et al. v. W00 Grace Acquisition I Inc. et al., Case No. :-cv- (W.D. Tenn.), at ECF # (opinion filed Dec., 0) ( Both the hours spent and the hourly rates [by lead counsel Chimicles & Tikellis LLP] are reasonable given the nature and circumstances of this case, and the applied lodestar multiplier is at the low end of the range regularly approved in securities class actions ); Henderson v. Volvo Cars of N. Am., LLC, 0 U.S. Dist. LEXIS *- (D.N.J. Mar., 0) (C&T s rates are entirely consistent with hourly rates routinely approved by this Court in complex class action litigation ); In re Philips/Magnavox TV Litig., 0 U.S. Dist. LEXIS, - (D.N.J. May, 0) ( The Court finds the billing rates to be appropriate and the billable time to have been reasonably expended. ); In re PaineWebber Limited Partnerships Lit., Civ. (S.D.N.Y.), Opinion and Order dated March, (approving the Firm s billed hours and rates in case where firm was Lead Counsel in settlement resulting in $00 million recovery); In re Prudential Sec. Ins. Limited Partnerships Lit., F. Supp., (S.D.N.Y. ) (approving my Firm s rates and hours billed in case where my Firm was on Plaintiffs Executive Committee in settlement resulting in a $ million recovery).. Although my firm primarily receives compensation on a contingent basis in connection with class action and derivative litigation, my firm also receives compensation for its attorneys on an hourly basis in connection with certain matters. DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

117 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Absent special billing agreements, the hourly rates we bill our hourly clients are the same rates we bill for our contingent cases. For example, Mr. Schwartz has been paid his full billing rate for hourly work, including by medical provider clients who first retained him to defend against lawsuits brought by insurance companies for disgorgement of payments made by those insurers and subsequently to serve as lead counsel in connection with class cases they brought as class representatives against the insurers to compel payments wrongfully withheld to them and other medical providers. My firm has also been paid our normal billing rates on a non-contingent hourly basis by a wide array of clients, including trust beneficiaries, class action defendants, private investors, etc. My firm was also recently retained by the Pennsylvania State Employees Retirement System ( SERS ) to represent that entity as representative plaintiff in securities fraud litigation. As part of that retention, SERS negotiated and agreed to a contingent fee contract that provided for fees based, in part, on C&T s normal billing rates.. As detailed in Exhibit, my firm has incurred a total of $,. in unreimbursed expenses from the inception of this Action through March, 0 in connection with the performance of the work described above.. The expenses incurred by my firm in this action are reflected on the books and records of my firm. These books and records were prepared from expense vouchers, check records, and other similar source materials and represent an accurate recordation of the expenses incurred. 0. Attached as Exhibits and respectively, which are filed under seal, are my firm s detailed time and expense reports.. In the Whirlpool/Sears FLW CCU Litigation settlement, which had a similar contested fee/expense procedure, after class counsel there filed their fee and expense petition, they provided counsel for Whirlpool with additional details/backup regarding the requested expenses and Whirlpool and class counsel were ultimately able to reach agreement on the amount of expenses. The parties have agreed to follow the DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

118 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 same procedure here and hope to reach agreement on expenses. To the extent the parties are unable to reach agreement, they will delineate the areas of disagreement in Defendants opposition to this motion and Plaintiffs Reply, and supply the Court with any backup materials/receipts as appropriate Settlement Valuation Information. Class Counsel believe that the lodestar method should be used to determine the appropriate fee award in this case. However, should the Court determine to utilize a percent of the recovery cross check, I have compiled certain relevant information as follows.. A total of, Class members and non-class dishwasher owners have been Prequalified to receive cash payments. The average Prequalified amount is $... I am informed by the Settlement Administrator that, as of April, 0,, claims have been submitted, consisting of, claims received in the mail and, online claims. Of the online claims,, are for a rebate and reimbursement of out-of-pocket expenses,, are for reimbursement of out-ofpocket expenses only, and, are for rebates only. Thus, a total of 0,0 reimbursement claims have been submitted online, and, rebate claims have been submitted online. Of the reimbursement claims, to date are Prequalified claims. The Settlement Administrator has not yet processed the mailed claims; however, assuming the same ratio applies, I expect approximately.%, or claims, to include a reimbursement claim, and %, or, claims, to include a rebate claim. This would bring the total reimbursement claims to,0, and the total rebate claims to,0. The total non-prequalified reimbursement claims would be 0,. I am also informed by the Settlement Administrator that, as of April, 0, the average out-of-pocket amount for online reimbursement claims is $.. This includes out-of-pocket amounts of both repairs and replacement dishwasher purchases. DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

119 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 For the latter, the settlement provides for reimbursement of either $00 or is $00, depending on the brand of the replacement dishwasher purchased.. I am also informed by the Settlement Administrator that the cost of notice incurred to date is $,,0, plus about $,000 in administrative costs.. At my direction, one of my paralegals created the following table showing all of the Whirlpool dishwasher models and their respective MSRPs currently listed on Whirlpool s website. The average MSRP is $. Model Number MSRP WDT0SADM $.00 WDT0SAEM $.00 WDT0PADM $.00 UDTSAFP $.00 WDFSAFM $.00 WDF0SADW $.00 UDTSAFP $.00 WDF0SAFS $.00 WDF0SAFM $.00 WDF0PADW $.00 WDF0PADM $.00 WDF0PADW $.00 WDFPABB $.00 WDFPABB $.00 WDP0PAAB $.00 Average $.00. At my direction, one of my paralegals also created the following table showing all of the Kitchenaid dishwasher models and their respective MSRPs currently listed on Kitchenaid s website. The highest MSRP is $,0, and the average MSRP is $,.. Model Number MSRP KDTM0ESS $,0.00 KDTM0EBS $,.00 KDTM0EPA $,.00 DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

120 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 KDFECSS $,.00 KDTM0EBS $,.00 KDTECSS $,.00 KDTMESS $,.00 KDTEESS $,.00 KDTMESS $,.00 KDTMDSS $,.00 KDTE0EPA $,0.00 KDTE0ESS $,0.00 KDTEESS $.00 KDFE0ESS $.00 KDFEDSS $.00 UDTSAFP $.00 UDTSAFP $.00 Average $,.. The maximum potential value of the rebate claims received to date exceeds $ million based on the fact that every rebate claimant is entitled to at least % off the price of the top-of-the-line Kitchenaid dishwasher. Assuming an average dishwasher price of just $ (which is the current average MSRP for Whirlpoolbranded dishwashers), and a blended discount rate of just % (barely above the % minimum), the value of the rebate claims received to date is approximately $. million.. At my direction, one of my paralegals also created the following table showing all of the current pricing for extended warranties offered by Square Trade, as listed on Square Trade s website as of May, 0. Appliance Price Range Year Coverage Year Coverage Up to $. $. $. $00 -$. $. $. $00 - $. $. $. $00 -$. $. $. DECLARATION OF TOMOTHY N. MATHEWS IN SUPPORT OF PLAINTIFFS MOTION FOR AWARD OF ATTORNEYS FEES AND EXPENSES CASE NO. :-cv-0-fmo-mlg

121 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:

122 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: EXHIBIT

123 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Chimicles & Tikellis LLP Attorneys At Law HAVERFORD, PA West Lancaster Avenue Haverford, PA Voice: --00 Toll Free: -- WILMINGTON, DE P.O. Box Delaware Avenue Suite 0 Wilmington, DE Voice: Fax: 0--0

124 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: OUR ATTORNEYS Partners Nicholas E. Chimicles Pamela S. Tikellis Robert J. Kriner, Jr. Steven A. Schwartz Kimberly Donaldson Smith Timothy N. Mathews A. Zachary Naylor Benjamin F. Johns Scott M. Tucker Of Counsel/Senior Counsel Associates Anthony Allen Geyelin David M. Maser 0 Catherine Pratsinakis Christina Donato Saler Vera G. Belger PRACTICE AREAS Tiffany J. Cramer Andrew W. Ferich Alison G. Gushue Stephanie E. Saunders REPRESENTATIVE CASES

125 Practice Areas: Antitrust Automobile Defects and False Advertising Corporate Mismanagement & Shareholder Derivative Action Defective Products and Consumer Protection Mergers & Acquisitions Non-Listed REITs Other Complex Litigation Securities Fraud Education: University of Virginia School of Law, J.D., University of Virginia Law Review; co-author of a course and study guide entitled "Student's Course Outline on Securities Regulation," published by the University of Virginia School of Law University of Pennsylvania, B.A., Memberships & Associations: Supreme Court of Pennsylvania Disciplinary Board Hearing Committee Member, Past President of the National Association of Securities and Commercial Law Attorneys based in Washington, D.C., -00 Chairman of the Public Affairs Committee of the American Hellenic Institute, Washington, D.C. Member of the Boards of Directors of Opera Philadelphia, Pennsylvanians for Modern Courts, and the Public Interest Law Center of Philadelphia. Admissions: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Our Attorneys-Partners Supreme Court of Pennsylvania United States Supreme Court Second Circuit Court of Appeals Third Circuit Court of Appeals NICHOLAS E. CHIMICLES Mr. Chimicles has been lead counsel and lead trial counsel in major complex litigation, antitrust, securities fraud and breach of fiduciary duty suits for over 0 years. Representative Cases include: W00 Grace Acquisition I, Inc., Preferred Stockholder Litigation, Civ. No. :-cv-, involved various violations of contractual, fiduciary and corporate statutory duties by defendants who engaged in various related-party transactions, wrongfully withheld dividends and financial information, and failed to timely hold an annual preferred stockholder meeting. This litigation resulted in a swift settlement valued at over $ million after ten months of hard-fought litigation. Lockabey v. American Honda Motor Co., Case No. -0- (Superior Ct., San Diego). A settlement valued at over $ million resolved a consumer action involving false advertising claims relating to the sale of Honda Civic Hybrid vehicles as well as claims relating to a software update to the integrated motor assist battery system of the HCH vehicles. As a lead counsel, Mr. Chimicles led a case that, in the court s view, was difficult and risky and provided significant public value. City of St. Clair Shores General Employees Retirement System, et al. v. Inland Western Retail Real Estate Trust, Inc., Case No. 0 C (N.D. Ill.). A $0 million settlement was reached in 0 in this class action challenging the accuracy of a proxy statement that sought (and received) stockholder approval of the merger of an external advisor and property managers by a multi-billion dollar real estate investment trust, Inland Western Retail Real Estate Trust, Inc. The settlement provided that the owners of the advisor/property manager entities (who are also officers and/or directors of Inland Western) had to return nearly % of the Inland Western stock they received in the merger. In re Real Estate Associates Limited Partnerships Litigation, No. CV -0 DDP, was tried in the federal district court in Los Angeles before the Honorable Dean D. Pregerson. Mr. Chimicles was lead trial counsel for the Class of investors in this six-week jury trial of a securities fraud/breach of fiduciary duty case that resulted in a $ million verdict in late 00 in favor of the Class (comprising investors in the eight REAL Partnerships) and against the REALs

126 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Honors: Fourth Circuit Court of Appeals Sixth Circuit Court of Appeals Ninth Circuit Court of Appeals Tenth Circuit Court of Appeals Eleventh Circuit Court of Appeals Court of Appeals for the D.C. Circuit Eastern District of Pennsylvania Eastern District of Michigan Northern District of Illinois District of Colorado Eastern District of Wisconsin Court of Federal Claims Southern District of New York Ellis Island Medal of Honor in May 00, in recognition of his professional achievements and history of charitable contributions to educational, cultural and religious organizations. Pennsylvania and Philadelphia SuperLawyers, 00-present. AV rated by Martindale-Hubbell managing general partner, National Partnership Investments Company ( NAPICO ) and the four individual officers and directors of NAPICO. The verdict included an award of $. million in punitive damages against NAPICO. This total verdict of $ million was among the Top Verdicts of 00, as reported by the National Law Journal (verdictsearch.com). On post-trial motions, the Court upheld in all respects the jury s verdict on liability, upheld in full the jury s award of $. million in compensatory damages, upheld the Class s entitlement to punitive damages (but reduced those damages to $. million based on the application of California law to NAPICO s financial condition), and awarded an additional $ million in pre-judgment interest. Based on the Court s decisions on the post-trial motions, the judgment entered in favor of the Class on April, 00 totaled over $ million. CNL Hotels & Resorts, Inc. Securities Litigation, Case No. :0-cv- (M.D. Fla., Orl. Div. 00). The case settled Sections and claims for $ million in cash and Section proxy claims by significantly reducing the merger consideration by nearly $ million (from $00 million to $ million) that CNL paid for internalizing its advisor/manager. Prudential Limited Partnerships Litigation, MDL 0 (S.D.N.Y.). Mr. Chimicles was a member of the Executive Committee in this case where the Class recovered from Prudential and other defendants $ million in settlements, that were approved in. The Class comprised limited partners in dozens of public limited partnerships that were marketed by Prudential. PaineWebber Limited Partnerships Litigation, Civ. (S.D.N.Y.). Mr. Chimicles was Chairman of the Plaintiffs Executive Committee representing limited partners who had invested in more than limited partnerships that PaineWebber organized and/or marketed. The litigation was settled for a total of $00 million, comprising $ million in cash and $ million in additional benefits resulting from restructurings and fee concessions and waivers. In Re Phoenix Leasing Incorporated Limited Partnership Litigation, Superior Court of the State of California, County of Marin, Case No.. In February 00, the Superior Court of Marin County, California, approved the settlement of this case which involved five public partnerships sponsored by Phoenix Leasing Incorporated and its affiliates and resulting in entry of a judgment in favor of the class in the amount of $ million. Continental Illinois Corporation Securities Litigation, Civil Action No. C (N.D. Ill.) involving a twenty-week jury trial in which Mr. Chimicles was lead trial counsel for the Class that concluded in July, (the Class ultimately recovered nearly $0 million).

127 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Practice areas: Antitrust Corporate Mismanagement & Shareholder Derivative Action Mergers & Acquisitions Other Complex Litigation Securities Fraud Education: Widener University School of Law, J.D., Delaware Journal of Corporate Law, Managing Editor Graduate Faculty of the New School for Social Research, Master s in Psychology, Manhattanville College, B.S., Memberships and Associations: Delaware Bar Association American Bar Association (Litigation and Business Sections) Admissions: Delaware District of Delaware Third Circuit Court of Appeals PAMELA S. TIKELLIS Pamela S. Tikellis is a name partner and member of the Firm s Executive Committee. Upon graduating from law school, Ms. Tikellis served as a law clerk in the nationally recognized Court of Chancery in Wilmington, Delaware. Before joining the Firm, Ms. Tikellis engaged in significant shareholder litigation practice. In, she opened the Delaware office of the Firm, where she is a resident. Ms. Tikellis served as Co-Lead Counsel in the class action challenging the $ billion management-led buyout of Kinder Morgan, Inc. In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 0-C-0 (Kan.). That action resulted in the creation of a $00 million settlement fund the largest common fund in a merger and acquisition settlement. She served as Lead Counsel in the class action challenging Roche Holding s buyout of Genentech, Inc., In re Genentech, Inc. Shareholders Litigation, Civil Action No. -VCS. The litigation was settled shortly after the Court of Chancery held a hearing on Plaintiffs motion for a preliminary injunction and prior to the closing of a transaction. The settlement provided for, among other things, the additional $ billion in consideration paid to the minority shareholders in the transaction. Additionally, she was Co-Lead Counsel in the successful class action litigation In re J.Crew Group, Inc. Shareholder Litigation, (C.A. No. 0- CS; Court of Chancery). In that case, she obtained $ million in settlement funds for the class of J.Crew stockholders and structural provisions to remedy a flawed sales process for J Crew Group. Honors: 0 Member of the Board of Bar Examiners of the Supreme Court of the State of Delaware, Chair from 0-0 Historical Society of the Court of Chancery by Order of the Delaware Supreme Court, Director and Officer The Delaware Bar Admission Study Committee by Order of the Delaware Supreme Court, Member - Delaware Bar Association Ethics Committee, Chairman 0 through Present Chambers USA, Ranked As Leading Individual 0 through Present Best Lawyers Ms. Tikellis served as Co-Lead Counsel in the Court of Chancery derivative litigation arising from Barnes & Noble, Inc. s acquisition of Barnes & Noble College Booksellers, Inc., In re Barnes & Noble Stockholder Derivative Litigation, Civil Action No. -CS. The case settled for nearly $0 million. From 0-0, Ms. Tikellis served as Co-Lead Counsel in the Court of Chancery derivative litigation City of Roseville Employees Retirement System, et. al. v Lawrence J. Ellison, et. al., C.A. No. 00-CS. This action arose out of Oracle Corporations acquisition of Pillar Data Systems, Inc. and alleged that the acquisition of Pillar was unfair to Oracle to Ellison s benefit. The Court approved the settlement of this case in August, 0, resulting in Mr. Ellison s agreeing to return % of the amount Oracle pays for Pillar back to Oracle. The settlement created a benefit for Oracle and its shareholders valued at $0 million and is one of the larger derivative settlements in the history of the Court of Chancery.

128 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 00 through Present Named Delaware Super Lawyer From 0-0, Ms. Tikellis served as Co-Lead Counsel in In re Member, Richard S. Rodney Inn of Court Freeport-McMoran Copper & Gold Inc, C.A. No. -VN, a derivative action arising out of Freeport-McMoran Copper & Martindale Hubbell AV rated Gold Inc. s agreement to acquire Plains Exploration Production Co. and McMoran Exploration Production Co. The Court approved the settlement of this case in April, 0, resulting in a dividend to be paid to Freeport stockholders, a credit redeemable by Freeport for financial advisory assignments, and other corporate governance enhancements. The settlement created a benefit for Freeport and its shareholders valued at nearly $ million and is one of the largest stockholder derivative settlements and also believed to be the first to ensure the benefits of such a settlement flow to stockholders in the form of a cash dividend. Additionally, Ms. Tikellis is co-lead counsel in a derivative action captioned In re Sanchez Energy Derivative Litigation, C.A. No. -VCG (Del. Ch.) pending in the Court of Chancery of the State of Delaware. The action alleges wrongdoing by the directors of Sanchez Energy Corporation for causing the Company to acquire assets in the Tuscaloosa Marine Shale from Sanchez Resources LLC, an entity affiliated with Sanchez Energy s CEO, Tony Sanchez, III, and Executive Chairman Tony Sanchez, JR. at a grossly excessive price and at the expense of Sanchez Energy. Named repeatedly in Chambers and Partners as a Leading Individual, Ms. Tikellis is a seasoned plaintiff-side chancery practitioner. She has significant expertise in securities fraud, antitrust and other complex litigation.

129 Practice Areas: Corporate Mismanagement & Shareholder Derivative Action Mergers & Acquisitions Education: Delaware Law School of Widener University, J.D., University of Delaware, B.S. Chemistry, Memberships: Delaware State Bar Association Admissions: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Supreme Court of Delaware ROBERT J. KRINER, JR. Robert K. Kriner, Jr. is a Partner in the Firm s Wilmington, Delaware office. From to, Mr. Kriner served as law clerk to the Honorable James L. Latchum, Senior Judge of the United States District Court for the District of Delaware. Following his clerkship and until joining the Firm, Mr. Kriner was an associate with a major Wilmington, Delaware law firm, practicing in the areas of corporate and general litigation. Following his clerkship and until joining the Firm, Mr. Kriner was an associate with a major Wilmington, Delaware law firm, practicing in the areas of corporate and general litigation. Mr. Kriner has prosecuted actions, including class and derivative actions, on behalf of stockholders, limited partners and other investors with claims relating to mergers and acquisitions, hostile acquisition proposals, the enforcement of fiduciary duties, the election of directors, and the enforcement of statutory rights of investors such as the right to inspect books and records. Among his recent achievements are Sample v. Morgan, C.A. No. -VCS (obtaining full recovery for shareholders diluted by an issuance of stock to management), In re Genentech, Inc. Shareholders Litigation, Consolidated C.A. No. -VCS (leading to a nearly $ billion increase in the price paid to the Genentech stockholders) and In re Kinder Morgan, Inc. Shareholders Litigation, Consolidated Case No. 0-C-0 (action challenging the management led buyout of Kinder Morgan, settled for $00 million). Recently, Mr. Kriner led the prosecution of a derivative action in the Delaware Court of Chancery by stockholders of Bank of America Corporation relating to the January 00 acquisition of Merrill Lynch & Co. In re Bank of America Corporation Stockholder Derivative Litigation, C.A. No. 0-CS. The derivative action concluded in a settlement which included a $. million payment to Bank of America.

130 Practice Areas: Antitrust Corporate Mismanagement & Shareholder Derivative Action Defective Products and Consumer Protection Other Complex Litigation Securities Fraud Education: Duke University School of Law, J.D., Law & Contemporary Problems Journal, Senior Editor University of Pennsylvania, B.A., - cum laude Memberships & Associations: National Association of Shareholder and Consumer Attorneys (NASCAT) Executive Committee Member American Bar Association Pennsylvania Bar Association Admissions: Honors: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: United States Supreme Court Pennsylvania Supreme Court Third Circuit Court of Appeals Sixth Circuit Court of Appeals Eighth Circuit Court of Appeals Ninth Circuit Court of Appeals Eastern District of Pennsylvania Western District of Pennsylvania Eastern District of Michigan District of Colorado AV Rating from Martindale Hubbell Pennsylvania Super Lawyer Steven A. Schwartz Steven A. Schwartz, has prosecuted complex class actions in a wide variety of contexts. Notably, Mr. Schwartz has been successful in obtaining several settlements where class members received a full recovery on their damages. Representative cases include: In re Apple iphone/ipod Warranty Litigation, No. CV--0 (N. D. Cal.). Plaintiffs alleged that Apple improperly denied warranty coverage for iphone and ipod Touch devices based on external Liquid Submersion Indicators (LSIs), which are small paper-and-ink laminates, akin to litmus paper, which are designed to turn red upon exposure to liquid. Apple placed the external LSIs in the headphone jack and/or dock connector of certain iphone and ipod Touch devices and denied warranty coverage if an external LSI had turned pink or red. Apple agreed to pay $ million to settle the case. The Court approved the national settlement, and eligible Settlement Class Members received checks representing approximately percent of their damages. International Fibercom, No. 0- (D. Ariz.). Mr. Schwartz was lead counsel in prosecuting several related actions in the United States District Court for the District of Arizona and New Jersey state court seeking to recover damages for an individual client who sold his closely-held wireless connectivity company to International Fibercom, Inc.( IFC ) for $ million in IFC stock that proved to be worthless due to alleged securities fraud. After extensive litigation, Mr. Schwartz secured an $ million judgment against IFC s CEO, CFO and COO and collected over $ million of that judgment from IFC s primary and excess D&O insurers even though those insures had denied coverage under their policies. Wong v. T-Mobile, No. 0-cv--NGE-VMM (E.D. Mich.). This case involved allegations that T-Mobile overcharged its subscribers by billing them for services for which they had already paid a flat rate monthly fee to receive unlimited access. The parties reached a settlement requiring T-Mobile to refund class members with a 0% net recovery of the overcharges, with all counsel fees and expenses to be paid by T-Mobile in addition to the class members recovery. Shared Medical Systems Incentive Compensation Plan Litig., March Term 00, No. 0 (Phila. C.C.P.). This case was brought on behalf of employees of Defendant Siemens who had their incentive compensation reduced by 0%, even though they had earned the full amount of their incentive compensation based on the targets, goals and quotas in their incentive compensation plans. After securing national class certification and summary

131 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: judgment as to liability, on the eve of trial, Mr. Schwartz negotiated a net recovery for class members of the full amount that their incentive compensation was reduced, with all counsel fees and expenses in addition to class members recovery. In approving the settlement, Judge Bernstein noted that it should restore anyone s faith in class action[s] In re Pennsylvania Baycol: Third-Party Payor Litig., September Term 00, No. 00 (Phila. C.C.P.) This case was bought by various Health and Welfare Funds in connection with the withdrawal by Bayer of its anti-cholesterol drug Baycol. After the court certified a nationwide class of third-party payors and granted plaintiffs motion for summary judgment as to liability, the parties reached a settlement providing class members with a net recovery that approximated the maximum damages (including pre-judgment interest) suffered by class members. That settlement represented three times the net recovery of Bayer s voluntary claims process (which was accepted by various large insurers like AETNA and CIGNA). In re Certainteed Corp. Roofing Shingle Products Liability Litigation, No, 0-MDL--LP (E.D. Pa.). Mr. Schwartz served as Chair of Plaintiffs Discovery Committee. That case alleged that CertainTeed sold defective shingles. The parties reached a settlement which was approved and valued by the Court at between $ to $ million. In re DVI, Inc. Securities Litigation, No. :0-CV-0-LDD (E.D. Pa.). Mr. Schwartz served as Plaintiffs Liaison Counsel in a securities fraud case with total settlements of almost $ million, which represent a significant percentage of class members provable damages and included substantial cash payments from the assets of several individual defendants above any payments from their D&O insurers. In re Colonial BankGroup, Inc., No. :0-cv- (M.D. Ala.). Mr. Schwartz helped achieve over $ million in settlements for shareholders in this securities lawsuit involving one of the largest bank failures. Wolens, et al. v. American Airlines, Inc. Mr. Schwartz served as plaintiffs co-lead counsel. Plaintiffs alleged that American Airlines breached its AAdvantage frequent flyer program contracts when it retroactively increased the number of frequent flyer miles needed to claim travel awards. In a landmark decision, the United States Supreme Court held that plaintiffs claims were not preempted by the Federal Aviation Act. U.S. (). The parties reached a settlement in which American agreed to provide class members with mileage certificates that represented the full extent of their alleged damages, which the Court valued, after retaining its own valuation expert, at between $. million and $. million. In Re Coin Fund Litigation, (Superior Court of the State of California for the County of Los Angeles). Mr. Schwartz served as plaintiffs co

132 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: -lead counsel and successfully obtained a settlement from defendant Merrill Lynch in excess of $ million on behalf of limited partners, which represented a 0% net recovery of their initial investments. Nelson v. Nationwide, March Term, No. 0 (Phila. C.C.P.). Mr. Schwartz served as lead counsel on behalf of a certified class of Pennsylvania physicians and chiropractors who were not paid by Nationwide Mutual Insurance Company for physical therapy/physical medicine services provided to its insureds. After securing judgment as to liability from the Philadelphia Court of Common Pleas and Pennsylvania Superior Court, Mr. Schwartz negotiated as settlement whereby Nationwide agreed to pay class members approximately % of their bills.

133 Practice Areas: Securities Fraud Non-Listed REITs Corporate Mismanagement & Shareholder Derivative Action Mergers & Acquisitions Education: Villanova University School of Law, J.D., - cum laude Boston University, B.A. Political Science, Memberships & Associations: Pennsylvania Bar Association Villanova Law School Alumni Association Admissions: Honors: Pennsylvania Supreme Court New Jersey Supreme Court Third Circuit Court of Appeals District of New Jersey Eastern District of Pennsylvania Pennsylvania SuperLawyer: 0, 0 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Named Pennsylvania Rising Star by Super Lawyers: 00-0 Sutton Who s Who in American Law Kimberly Donaldson Smith Kimberly Donaldson Smith is a partner in the Firm s Haverford Office. Kimberly has been counseling clients and prosecuting cases on complex issues involving securities, business transactions and other class actions for over years. Kimberly concentrates her practice in sophisticated securities class action litigation in federal courts throughout the country, and has served as lead or co-lead counsel in over a dozen class actions. She is very active in investigating and initiating securities and shareholder class actions. Kimberly is currently prosecuting federal securities claims on behalf of investors in numerous cases. Kimberly was instrumental in the outstanding settlements achieved for the investors in: W00 Grace Acquisition I, Inc., Preferred Stockholder Litigation, Civ. No. :-cv- (W.D. Tenn.)(a settlement valued at over $ million for current and former W00 Grace preferred stockholders); In re Empire State Realty Trust, Inc. Investor Litigation, Case 00/0, NY Supreme Court (a $,000,000 cash settlement fund and $0 million tax savings for the Empire investors); CNL Hotels & Resorts Inc. Federal Securities Litigation, Case No. 0-cv- (M.D. Fla.)(a $,000,000 cash settlement fund and a $ million savings for the CNL shareholders); Inland Western Retail Real Estate Trust, Inc., et al. Litigation, Case 0 C (U.S.D.C. N.D. Ill) (a $0 million savings for the Inland shareholders subjected to a selfdealing transaction); and Wells REIT Securities Litigation, Case :0-cv- 00/:0-cv-00 (U.S.D.C. N.D. GA)(a $ million cash settlement fund for the Wells REIT investors). Notably, Kimberly was an integral member of the trial team that successfully litigated the In re Real Estate Associates Limited Partnership Litigation, No. CV -0 DDP (CD. Cal.) through a six-week jury trial that resulted in a landmark $ million plaintiffs verdict, which is one of the largest jury verdicts since the passage of the Private Securities Litigation Reform Act of. The Real Estate Associates judgment was settled for $ million, which represented full recovery for the Class (and an amount in excess of the damages calculated by Plaintiffs expert). Kimberly s pro bono activities include serving as a volunteer attorney with the Support Center for Child Advocates, a Philadelphia-based, nonprofit organization that provides legal and social services to abused and neglected children. Since 00, Kimberly has been recognized by Law & Politics and the publishers of Philadelphia Magazine as a Pennsylvania Super Lawyer or Rising Star, as listed in the Super Lawyers publications.

134 Practice Areas: Antitrust Corporate Mismanagement & Shareholder Derivative Action Defective Products & Consumer Protection Securities Fraud Education: Rutgers School of Law-Camden, J.D., 00 - with High Honors Rutgers University-Camden, B.A., with Highest Honors Memberships & Associations: National Association of Shareholder and Consumer Attorneys (NASCAT) Amicus Committee Member Rutgers Journal of Law & Religion Lead Marketing Editor (00-00) Admissions: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Pennsylvania New Jersey Eastern District of Pennsylvania District of New Jersey United States Court of Appeals for the Third Circuit United States Court of Appeals for the Fourth Circuit United States Court of Appeals for the Ninth Circuit United States Court of Appeals for the Eleventh Circuit Honors: Pennsylvania Super Lawyers Rising Star 00, 0, 0, 0 Rutgers Law Legal Writing Award 00 Timothy N. Mathews Tim Mathews is a partner in the firm s Haverford, PA office. He has helped recover hundreds of millions of dollars for plaintiffs in federal and state courts across the country. Mr. Mathews practice covers a broad array of subject matters, including securities, consumer protection, tax refund, shareholder derivative, insurance, and ERISA litigation. Mr. Mathews is also an experienced appellate attorney in the United States Courts of Appeals for the Third, Fourth, Ninth, and Eleventh Circuits, as well as the Supreme Court of California. He serves on the Amicus Committee for the National Association of Shareholder and Consumer Attorneys (NASCAT). Mr. Mathews graduated from Rutgers School of Law-Camden with high honors, where he served as Lead Marketing Editor for the Rutgers Journal of Law & Religion, served as a teaching assistant for the Legal Research and Writing Program, received the L legal Writing Award, and received a Dean s Merit Scholarship and the Hamerling Merit Scholarship. He received his B.A. from Rutgers University-Camden in 000 with highest honors, where he was inducted into the Athenaeum honor society. Immediately after law school, Mr. Mathews cut his teeth on one of the largest scandals ever to rock the mutual fund industry, the market timing and late trading scandal of 00. Filed just weeks after Mr. Mathews took the bar exam, by the end of this massive, multidistrict litigation Mr. Mathews had become among the most prominent attorneys involved, including arguing an appeal before the United States Court of Appeals for the Fourth Circuit. The litigation involved eighteen mutual fund families and hundreds of parties, and resulted in numerous published decisions and settlements totaling over $0 million. Among his recent achievements, Mr. Mathews is court-appointed colead counsel in the In re Apple iphone/ipod Warranty Litigation, in which Plaintiffs recovered $ million for consumers who were denied warranty coverage by Apple based on so-called liquid indicators, which are small pieces of paper, akin to litmus paper, installed in the headphone jack and/or charging port of certain iphone and ipod touch devices. The average payment to Settlement Class Members was approximately $ per iphone/ipod touch, which represented about % of the replacement costs for those devices. Mr. Mathews has been selected as a Rising Star by Pennsylvania Super Lawyers on numerous occasions. His pro bono work has included representation of the Holmesburg Fish and Game Protective Association in Philadelphia. He is also a member of the Delaware County Field and Stream Association, and he enjoys boating, surfing, and sporting clays in his spare time. He lives in Wynnewood, PA, with his wife and two children. A few other representative actions in which Mr. Mathews holds a lead role include:

135 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Rodman v. Safeway Mr. Mathews is court-appointed co-lead counsel in this pending class action in the Northern District of California brought against Safeway, Inc. The lawsuit alleges that beginning in 0 Safeway secretly began marking up the prices of groceries delivered through Safeway.com, Genuardis.com, and Vons.com in violation of its terms and conditions. The Court granted summary judgment in Plaintiff s favor in December 0, holding that Class members are entitled to recover the full value of the markups from 0 to present. In re Colonial Bancgroup, Inc. Mr. Mathews helped achieve a $. million settlement for shareholders in this securities lawsuit involving one of the largest U.S. bank failures of all time. Claims against the bank s underwriters and accountants are still pending. California Tax Refund Actions (Ardon v. City of Los Angeles, McWilliams v. Long Beach, and Granados v. County of Los Angeles) Mr. Mathews has a lead role in these three pending cases seeking refunds of telephone user s taxes that were improperly collected by the City of Los Angeles, the County of Los Angeles, and the City of Long Beach. In 0 and 0, plaintiffs won two landmark appeals in the Supreme Court of California which establish the rights of taxpayers to file class action tax refund claims under the Government Code. Chambers v. Whirlpool Corp., et al. Mr. Mathews has a lead role in this litigation involving alleged defects in Whirlpool, Kenmore, and Kitchenaid dishwashers which cause the control board to catch fire, presenting serious risk of fire and injury. At least 0 million machines are impacted by the alleged defect. The case has been the subject of several news stories, available at: International Fibercom D&O Insurance Actions Mr. Mathews had a central role in prosecuting several related actions in the United States District Court for the District of Arizona seeking to recover a securities fraud judgment from several Director s and Officer s Liability insurers. C&T achieved a nearly full recovery on behalf of its client.

136 Practice Areas: Antitrust Corporate Mismanagement and Shareholder Derivative Litigation Mergers and Acquisitions Education: Widener University School of Law, J.D., 00 - magna cum laude Managing Editor of the Delaware Journal of Corporate Law University of Delaware, B.A. in Economics and Political Science, 000 Salesianum School, Memberships & Associations: Delaware State Bar Association Admissions: Supreme Court of Delaware (00) District of Delaware (00) Third Circuit Court of Appeals (00) Honors: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Wolcott Law Clerk to the Honorable Joseph T. Walsh of the Supreme Court of Delaware. 00 Russell R. Levin Memorial Award for outstanding service and dedication to the Delaware Journal of Corporate Law A. Zachary Naylor Zach Naylor is a partner in the Firm s Wilmington Office. A Delaware native, his practice focuses on shareholder litigation in the Delaware Court of Chancery. Mr. Naylor began his career with Chimicles & Tikellis as a summer associate in 00 and joined the Firm as an associate in 00. Since joining the Firm, Mr. Naylor has participated in many successful actions led by Chimicles & Tikellis challenging mergers and acquisitions and corporate mismanagement. Among his recent achievements are In re Genentech, Inc. Shareholder Litig., C.A. No. -VCS (Del. Ch.) (obtaining substantial increase in consideration paid by controlling stockholder for monitory shares); SEPTA v. Josey, C.A. No. -VCP (Del. Ch.) (resulting in, among other things, a complete elimination in the termination fee established in the merger agreement); and Sample v. Morgan, C.A. No. -VCS (Del. Ch.) (obtaining full recovery for shareholders diluted by an issuance of stock to management). Significantly, Zach was recently part of the lead team in In re Freeport McMoRan Copper & Gold, Inc. Derivative Litig., C.A. No. -VCN (Del. Ch.) which produced an unprecedented result in a stockholder derivative action including a $. million dividend to be paid to Freeport s shareholders and substantial corporate governance and other benefits. Mr. Naylor also practices regularly in the United States District Court for the District of Delaware. As liaison counsel in In re TriCor Indirect Purchaser Antitrust Litigation, he was part of the team that obtained a $. million fund for consumers and third-party payors. He is also Delaware liason counsel in In re Wilmington Trust Securities Litigation, C.A. no. -cv-0-slr (U.S. Dist. Ct. Del.) which alleges reckless failure of a banking institution that had been one of Delaware s most respected corporations for generations. Its failure and subsequent take-under cost investors much of their value.

137 Practice Areas: Antitrust Automobile Defects and False Advertising Defective Products and Consumer Protection Other Complex Litigation Securities Fraud Education: Penn State Dickinson School of Law, J.D., 00 - Woolsack Honor Society Penn State Harrisburg, M.B.A., 00 - Beta Gamma Sigma Honor Society Washington and Lee University, B.S., 00 - cum laude Memberships & Associations: Executive Committee, Young Lawyers Division of the Philadelphia Bar Association Board Member, The Dickinson School of Law Alumni Society Editorial Board, Philadelphia Bar Reporter from 0- Vestry, Church of the Holy Comforter Member, Washington and Lee Alumni Admissions Program Admissions: Honors: Third Circuit Court of Appeals D.C. Circuit Court of Appeals Eastern District of Pennsylvania Middle District of Pennsylvania District of New Jersey District of Colorado U.S. Court of Federal Claims Named a "Lawyer on the Fast Track" by The Legal Intelligencer Named a Pennsylvania "Rising Star" in 0, 0, 0, 0, 0 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Recognized as a "Top 0 Under 0" lawyer by The National Trial Lawyers Benjamin F. Johns Benjamin F. Johns first began working at the firm as a Summer Associate while pursuing a J.D./M.B.A. joint degree program in business school and law school. He became a full-time Associate upon graduation, and is now a Partner. Over the course of his legal career, Ben has argued in the United States Court of Appeals for the District of Columbia Circuit, before the Judicial Panel for Multidistrict Litigation, and in other state and federal district courts across the country. He has argued and briefed dispositive motions to dismiss, for class certification and for summary judgment. He has also deposed prison guards, lawyers, bankers, engineers, I.R.S. officials, information technology personnel, and other witnesses. Specifically, he has provided substantial assistance in the prosecution of the following cases: In re Checking Account Overdraft Litig., No. :0-MD-00-JLK (S.D. Fla.). (Ben is actively involved in these Multidistrict Litigation proceedings, which involve allegations that dozens of banks reorder and manipulate the posting order of debit transactions. Settlements collectively in excess of $ billion have been reached with several banks. Ben was actively involved in prosecuting the actions against U.S. Bank ($ million settlement) and Comerica Bank ($. million settlement). In re Flonase Antitrust Litig., :0-cv-00-AB (E.D. Pa.). (indirect purchaser plaintiffs alleged that the manufacturer of Flonase (a nasal allergy spray) filed sham citizen petitions with the FDA in order to delay the approval of less expensive generic versions of the drug. A $ million settlement was reached on behalf of all indirect purchasers. Ben argued a motion before the District Court.). In re TriCor Indirect Purchasers Antitrust Litig., No. 0-0-SLR (D. Del.). ($. million settlement on behalf of indirect purchasers who claimed that the manufacturers of a cholesterol drug engaged in anticompetitive conduct designed to keep generic versions off of the market.) Physicians of Winter Haven LLC, d/b/a Day Surgery Center v. STERIS Corporation, No. :-cv-00-cab (N.D. Ohio). ($0 million settlement on behalf of hospitals and surgery centers that purchased a sterilization device that allegedly did not receive the required pre-sale authorization from the FDA.) West v. ExamSoft Worldwide, Inc., No. -cv-0-uu (S.D. Fla.) ($. million settlement on behalf of July 0 bar exam applicants in several states who paid to use software for the written portion of the exam which allegedly failed to function properly). Henderson, v. Volvo Cars of North America, LLC, No. :0-cv-0- CCC-JAD (D. N.J.). (provided substantial assistance in this consumer automobile case that settled after the plaintiffs prevailed, in large part, on a motion to dismiss). In re Marine Hose Antitrust Litig., No. 0-MDL- (S.D. Fla.) (Settlements totaling nearly $ million on behalf of purchasers of

138 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: marine hose.) In re Philips/Magnavox Television Litig., No. :0-cv-00-CCC-JAD (D. N.J.). (Settlement in excess of $ million on behalf of consumers whose flat screen televisions failed due to an alleged design defect. Ben argued against one of the motions to dismiss.) Allison, et al. v. The GEO Group, No. :0-cv--JD (E.D. Pa.), and Kurian v. County of Lancaster, No. :0-cv-0-PD (E.D. Pa.). (Settlements totaling $. million in two civil rights class action lawsuits involving allegedly unconstitutional strip searches at prisons). In re Recoton Sec. Litig., :0-cv-00-JA-KRS (M.D.Fla.). ($ million settlement for alleged violations of the Securities Exchange Act of ) Smith v. Gaiam, Inc., No. 0-cv-0-WYD-BNB (D. Colo.). (Obtained a settlement in this consumer fraud case that provided full recovery to approximately 0,000 class members.) Ben has also had success at the appellate level in cases to which he substantially contributed. See Cohen v. United States, F.d (D.C. Cir. 00), reh g granted per curiam, F.d (D.C. Cir. 0), remanded by, 0 F.d (D.C. Cir. 0) (en banc) (reversing district court s decision to the extent that it dismissed taxpayers claims under the Administrative Procedure Act); Lone Star Nat l Bank, N.A. v. Heartland Payment Sys., No. -0, 0 U.S. App. LEXIS (th Cir. Sept., 0) (reversing district court s decision dismissing financial institutions common law tort claims against a credit card processor). Ben was elected to and served a three year term on the Executive Committee of the Philadelphia Bar Association s Young Lawyers Division (0-0). He also served on the Editorial Board of the Philadelphia Bar Reporter, and is presently on the Board of Directors for the Dickinson School of Law Alumni Society. Ben was also a head coach in the Narberth basketball summer league for several years. He has been published in the Philadelphia Lawyer magazine and the Philadelphia Bar Reporter, presented a Continuing Legal Education course to fellow lawyers, and spoken to a class of law school students about the practice. While in college, Ben was on the varsity basketball team and spent a semester studying abroad in Osaka, Japan. Ben has been named a Lawyer on the Fast Track by The Legal Intelligencer, a Top 0 Under 0 attorney by The National Trial Lawyers, and a Pennsylvania Rising Star for the past five years.

139 Practice areas: Corporate Mismanagement and Shareholder Derivative Actions Mergers and Acquisitions Education: SUNY Cortland, B.S., 00, cum laude Syracuse University College of Law, 00, J.D., cum laude Whitman School of Management at Syracuse University, 00, M.B.A Memberships and Associations: Board of Bar Examiners of the Supreme Court of the State of Delaware, Assistant Secretary Admissions: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Supreme Court of Delaware Supreme Court of Connecticut District of Delaware Third Circuit Court of Appeals Scott M. Tucker Scott M. Tucker is a Partner in the Firm s Wilmington Office. Mr. Tucker is a member of the Firm s Mergers & Acquisitions and Corporate Mismanagement and Shareholder Derivative Action practice areas. Together with the Firm s Partners, Mr. Tucker assisted in the prosecution of the following actions: In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 0-C-0 (Kan.) (action challenging the management led buyout of Kinder Morgan Inc., which settled for $00 million). J.Crew Group, Inc., et al. v. New Orleans Employees Retirement System, et al., C.A. No. -VCS (Del. Ch.) (action that challenged the fairness of a going private acquisition of J.Crew by TPG and members of J.Crew s management which resulted in a settlement fund of $ million and structural changes to the go-shop process, including an extension of the go-shop process, elimination of the buyer s informational and matching rights and requirement that the transaction to be approved by a majority of the unaffiliated shareholders). In re Genentech, Inc. Shareholder Litigation, C.A. No. -VCS (Del. Ch.) (action challenging the attempt by Genentech s controlling stockholder to take Genentech private which resulted in a $ billion increase in the offer). City of Roseville Employees Retirement System, et al. v. Ellison, et al., C.A. No. 00-VCP (Del. Ch.) (action challenging the acquisition by Oracle Corporation of Pillar Data Systems, Inc., a company majorityowned and controlled by Larry Ellison, the Chief Executive Officer and controlling shareholder of Oracle, which led to a settlement valued at $0 million, one of the larger derivative settlements in the history of the Court of Chancery. Mr. Tucker is the Assistant Secretary of the Board of Bar Examiners of the Supreme Court of the State of Delaware and a member of the Richard K. Hermann Technology Inn of Court. While attending law school, Mr. Tucker was a member of the Securities Arbitration Clinic and received a Corporate Counsel Certificate from the Center for Law and Business Enterprise.

140 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Our Attorneys-Of Counsel Practice Areas: Antitrust Automotive Defects and False Advertising Defective Products and Consumer Protection Other Complex Litigation Education: Villanova Law School, J.D. - cum laude Villanova Law Review, Associate Editor Villanova Moot Court Board Obert Corporation Law Prize University of Virginia, B.A., English literature Memberships & Associations: Pennsylvania Bar Association Passe International Admissions: Pennsylvania Eastern District of Pennsylvania Federal Circuit Anthony Allen Geyelin Tony is of Counsel to the firm at the Haverford office, where for the last decade he has used his extensive private and public sector corporate and regulatory experience to assist the firm in the effective representation of its many clients. Tony has previously worked as an associate in the business department of a major Philadelphia law firm; served as Chief Counsel and then Acting Insurance Commissioner with the Pennsylvania Insurance Department in Harrisburg; and represented publicly traded insurance companies based in Pennsylvania and Georgia as their senior vice president, general counsel and corporate secretary. Tony has represented the firm s clients in a number of significant litigations, including the AHERF, Air Cargo, Certainteed, Cipro, Clear Channel, Del Monte, Honda Hybrid Vehicles, Insurance Brokers, iphone LDI, Intel, Marine Hoses, Phoenix Leasing, and Reliance Insolvency matters. Outside of the office Tony s pro bono, professional and charitable activities have included volunteering as a Federal Public Defender; service as a member and officer of White-Williams Scholars, the Schuylkill Canal Association, and the First Monday Business Club of Philadelphia; and serving as a member of the National Association of Insurance Commissioners and the Radnor Township (PA) Planning Commission.

141 Education: Temple University School of Law, J.D., Pennsylvania State University, B.S., Marketing, Memberships & Associations: Member, Board of Governors, Pennsylvania State System of Higher Education (PASSHE) Founding Board Member, Secretary and Spokesman of the Garces Foundation Founding Board Member & Treasurer of Keystone Weekend Secretary of Board, Second Chance Foundation Member Union League of Philadelphia since 000 Member of the Pennsylvania Society Temple Law Alumni Association Admissions: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Pennsylvania David M. Maser David M. Maser is Of Counsel in the Firm s Haverford office, a member of the Firm s Client Development Group and works closely with the Firm s institutional clients. David has worked in both law and government for the past years. He has been involved with multiple Presidential campaigns and numerous other federal, state and local campaigns. Prior to joining the Firm, David worked with the Major League Baseball Players Association and as a government affairs specialist, representing numerous clients, including Fortune 00 companies & counseling them in legislative issues, appropriation requests, and business development opportunities at the federal, state and local levels. David is a graduate of the Temple University School of Law and a graduate of the Pennsylvania State University where he received a B.S. in Marketing.

142 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: Our Attorneys-Senior Counsel Practice Areas: Securities Fraud Corporate Mismanagement and Shareholder Derivative Litigation Education: Rutgers University - School of Law, J.D., with honors, 00- Rutgers Law Review Rutgers University - School of Business, MBA, with honors, 00 University of Maryland College Park, B.A. in psychology, Memberships & Associations: American Constitution Society National Association of Shareholder and Consumer Attorneys Public Justice Philadelphia Bar Association Admissions: Delaware New Jersey Pennsylvania United States District Court for the Eastern District of Pennsylvania U.S. District Court of New Jersey Second Circuit Court of Appeals Catherine Pratsinakis Catherine, Senior Counsel of the Firm, has represented institutional and retail investors in complex corporate governance and securities litigation for years across the country. Notably, Catherine represented lead plaintiffs in In re Parmalat Sec. Litig., MDL 0- (S.D.N.Y.) which resulted in nearly $0 million in settlements with Parmalat and its former officers, directors, banks and auditors. A highlight of this case included Catherine obtaining the Court s permission to prosecute Parmalat in the securities class action despite being a protected debtor under the bankruptcy code. Catherine also represented lead plaintiffs in one of the most infamous cases of selfdealing ever before seen. In re Hollinger Int l Sec. Litig., 0-CV-0 (N.D. Ill.) (recovery of $. million). Catherine also achieved significant results for investors in the Delaware Court of Chancery with litigation such as Teachers Retirement System of Louisiana v. Greenberg, No. 0 (Del. Ch.), where she overcame a special litigation committee review of the selfinterested transactions at issue, and went on to help secure one of the most significant settlements ($ million) in the Court of Chancery on the eve of trial. Catherine has also represented thousands of investors in going dark litigation whereby shareholders in once public companies are stranded in illiquid investments in private enterprises with limited access to financials. In W00 Grace Acquisition I, Inc., Preferred Stockholder Litigation, Civ. No. :-cv- (W.D. Tenn.), Catherine brought a lawsuit against a once public company that stopped disseminating financials to its stockholders after it went private. After seven years of being frozen out of any benefits to ownership, the Firm recovered $ million for shareholders in ten months of hard-fought litigation and an aggressive discovery plan. Catherine also enjoys tackling important governance matters such as in Delaware County Retirement Fund v. Portnoy, Civ. No. :-cv- 0 (D. Mass.), she sought to invalidate a highly oppressive arbitration bylaw adopted by a multi-billion dollar REIT for the sole purpose of preventing a shareholder lawsuit against its self-dealing management. She has litigated numerus class actions and derivative suits, including BioScrip, Cablevision, HealthSouth, Mattel, Barnes & Noble, Covad Communications, Safety-Kleen, DVI Inc. and Constellation Energy Group.

143 Practice Areas: Securities Fraud Corporate Mismanagement and Shareholder Derivative Litigation Education: Rutgers University - School of Law, J.D., with honors, 00- Rutgers Law Review Rutgers University - School of Business, MBA, with honors, 00 University of Maryland College Park, B.A. in psychology, Memberships & Associations: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: American Constitution Society National Association of Shareholder and Consumer Attorneys Public Justice Philadelphia Bar Association Catherine Pratsinakis Immediately out of law school, Catherine joined the litigation and bankruptcy departments of one of the largest defense firms in Philadelphia where she spent her time representing Fortune 00 companies in an array of commercial litigation, including antitrust, malpractice, shareholder, consumer and creditor actions. She was recruited to join a specialized securities litigation boutique in Wilmington, DE, where she worked for seven years representing institutional clients before joining Chimicles & Tikellis in 0. During law school, Catherine served as Law Clerk to the Honorable Joseph E. Irenas in the U.S. District Court for the District of New Jersey. Catherine made law review in and served on the Rutgers Law Journal as a Notes and Casenotes Editor from She has participated in the Volunteer for the Indigence Program (VIP) in Philadelphia, served on the editorial board of the Philadelphia Bar Reporter and volunteers in her community through youth organizations, Friends of Weccacoe Playground, an organization committed to revitalizing an inner-city park and community center in Queen Village, Philadelphia where she lives with her husband and three children. Admissions: Delaware New Jersey Pennsylvania United States District Court for the Eastern District of Pennsylvania U.S. District Court of New Jersey Second Circuit Court of Appeals

144 Practice Areas: Corporate Mismanagement & Shareholder Derivative Action Defective Products and Consumer Protection Non-Listed REITs Other Complex Litigation Securities Fraud Education: Rutgers University School of Law Camden, J.D., 00 - with honors Rutgers Law Journal, Lead Articles Editor First Year Moot Court Best Oralist Fairfield University, B.A., Memberships & Associations: Pennsylvania Bar Association Philadelphia Bar Association Admissions: Pennsylvania, 00 New Jersey, 00 Third Circuit Court of Appeals, 0 Eastern District Court of Pennsylvania, 00 District Court of New Jersey, 00 Honors: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0, 0, and 0 Pennsylvania Rising Star Christina Donato Saler Christina Donato Saler is Senior Counsel in the Haverford Office. She joined the firm in July 0. Christina concentrates her practice on prosecuting class action litigation, including securities fraud, consumer protection, and ERISA cases on behalf of shareholders, consumers and institutional clients. Christina is a member of the Firm s Client Development Group which is charged with developing and maintaining strong client relations. Following her 00 law school graduation, Christina was an associate with the Philadelphia litigation boutique Kohn, Swift & Graf, P.C. where she prosecuted securities and consumer class actions as well as represented individual plaintiffs in First Amendment cases against media defendants. Christina gained extensive experience in all aspects of complex litigation and significant trial experience. Christina s accomplishments have been acknowledged by her peers. In 0, 0, and 0 she was selected as a Pennsylvania Rising Star SuperLawyer by Law & Politics and the publishers of Philadelphia Magazine, a designation held by only. percent of lawyers statewide. Christina s law school career was marked by several academic honors which included being named Best Oralist of her first year moot court class. She was also a member of the Rutgers Law Journal and served on the Editorial Board as the Lead Articles Editor. In 00, the Rutgers Law Journal published her note, Pennsylvania Law Should No Longer Allow A Parent s Right to Testamentary Freedom to Outweigh the Dependent Child s Absolute Right to Child Support, Rutgers L.J. (Fall 00). Also in 00, Christina served as law clerk to The Honorable Mark I. Bernstein, Court of Common Pleas Commerce Court, First Judicial District of Pennsylvania. As an attorney volunteer of the Volunteer for the Indigence Program (VIP) in Philadelphia, Christina represents individuals in jeopardy of losing their homes in the Philadelphia Common Pleas Court s Mortgage Foreclosure Program. Christina s professional career began in advertising. She was a senior account executive with the Tierney Agency where she managed the execution of various advertising campaigns and Verizon s contractual relationship with its spokesperson, James Earl Jones.

145 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Our Attorneys-Associates Practice Areas: Corporate Mismanagement & Shareholder Derivative Action Mergers & Acquisitions Securities Fraud Education: University of Virginia School of Law, J.D., 00 University of Virginia, B.A., 00 Admissions: Delaware New York Connecticut Vera G. Belger Vera G. Belger is an associate in the Wilmington office. Ms. Belger s practice focuses on shareholder and unitholder class and derivative actions arising pursuant to Delaware law. Together with the Firm s Partners, Ms. Belger assisted in the prosecution of the following actions: In re Barnes & Noble Stockholder Derivative Litigation, C.A. No. -CS (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative litigation arising from Barnes & Noble, Inc. s acquisition of Barnes & Noble College Booksellers, Inc., which resulted in a settlement of nearly $0 million). City of Roseville Employees Retirement System, et al. v. Ellison, et al., C.A. No. 00-VCP (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative action challenging the acquisition by Oracle Corporation of Pillar Data Systems, Inc., a company majority-owned and controlled by Larry Ellison, the Chief Executive Officer and largest shareholder of Oracle, which led to a settlement valued at $0 million, one of the larger derivative settlements in the history of the Court of Chancery). Ms. Belger s pro bono activities included serving as a guardian ad litem through the Office of the Child Advocate. While attending law school, Ms. Belger was a Board Member of the Public Interest Law Association and a participant in the William Minor Lile Moot Court Competition. Following graduation, Ms. Belger was an associate with an international law firm where she practiced complex commercial litigation.

146 Practice Areas: Corporate Mismanagement & Shareholder Derivative Action Mergers & Acquisitions Education: Villanova University School of Law, J.D., 00 Co-President of Asian-Pacific American Law Students Association Tufts University, B.A., 00 cum laude in Political Science Memberships & Associations: Delaware State Bar Association The Richard S. Rodney American Inn of Court Admissions: Delaware, 00 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: U.S. District Court for the District of Delaware, 00 Tiffany J. Cramer Tiffany J. Cramer is an associate in the Wilmington office. Her entire practice is devoted to litigation, with an emphasis on corporate mismanagement & derivative stockholder actions and mergers & acquisitions. Together with the Firm s Partners, Ms. Cramer has assisted in the prosecution of numerous shareholder and unitholder class and derivative actions arising pursuant to Delaware law, including: In re Barnes & Noble Stockholder Derivative Litigation, C.A. No. -CS (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative litigation arising from Barnes & Noble, Inc. s acquisition of Barnes & Noble College Booksellers, Inc., which resulted in a settlement of nearly $0 million). In re Atlas Energy Resources, LLC Unitholder Litigation, Consol. C.A. No. -VCN (Co-Lead Counsel in the Court of Chancery class action litigation challenging Atlas America, Inc. s acquisition of Atlas Energy Resources, LLC, which resulted in a settlement providing for an additional $0 million fund for former Atlas Energy Unitholders). In Re Genentech, Inc. Shareholders Litigation, Consol. C.A. No. - VCS (Del. Ch.) (Co-Lead Counsel in the Court of Chancery class action litigation challenging Roche Holding s buyout of Genentech, Inc., which resulted in a settlement providing for, among other things, an additional $ billion in consideration paid to the minority shareholders of Genentech, Inc.). City of Roseville Employees Retirement System, et al. v. Ellison, et al., C.A. No. 00-VCP (Del. Ch.) (Co-Lead Counsel in the Court of Chancery derivative action challenging the acquisition by Oracle Corporation of Pillar Data Systems, Inc., a company majority-owned and controlled by Larry Ellison, the Chief Executive Officer and largest shareholder of Oracle, which led to a settlement valued at $0 million, one of the larger derivative settlements in the history of the Court of Chancery). Tiffany s pro bono activities include serving as a volunteer attorney with the Delaware Volunteer Legal Services, an organization of volunteer attorneys who assist low income clients with problems in a variety of legal areas. While in law school, she served as law clerk to the Honorable Jane R. Roth of the United States Court of Appeals for the Third Circuit. While in college, she played the bassoon as a member of the Tufts Symphony Orchestra.

147 Practice Areas: Defective Products and Consumer Protection Automobile Defects & False Advertising Whistleblower/Qui Tam Lawsuits Other Complex Litigation Pharmaceutical & Medical Device Litigation Corporate Mismanagement & Shareholder Derivative Action Education: Villanova University School of Law, J.D., 0 Journal of Catholic Social Thought Executive Editor (0-0), Staff Editor (0-0) Georgetown University, B.A. (Government), 00 Memberships and Associations: Member, Philadelphia Bar Association Member, D.C. Bar Member, New Jersey Bar Association Member, Georgetown University Alumni Admissions Program (AAP) Member, Young Friends of the Philadelphia Orchestra Admissions: Bar Courts Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Pennsylvania New Jersey District of Columbia Eastern District of Pennsylvania District of New Jersey Andrew W. Ferich Andrew W. Ferich is an associate in the Firm s Haverford office. Andy focuses his practice on complex litigation, including in the Firm s consumer protection and whistleblower/qui tam practice groups. Prior to joining the Firm, Andy was an associate at a national litigation firm in Philadelphia where he focused his practice on commercial litigation, financial services litigation, and antitrust matters. Andy possesses major jury trial experience. Andy currently assists in prosecuting the following matters, among others: DeMarco, et al. v. AvalonBay Communities, Inc., et al., No. :-cv- 00-JLL-JAD (D.N.J.) (class action lawsuit on behalf of hundreds of tenants and former tenants of AvalonBay community that was destroyed in a massive fire, in which case C&T has been appointed interim co-lead counsel); Eberhart v. LG Electronics USA, Inc., No. :-cv-0-mca-ldw (D.N.J.) (consumer action brought on behalf of class of purchasers of certain LG LCD televisions with allegedly misrepresented performance specifications); In re: Elk Cross Timbers Decking Marketing, Sales Practices and Products Liability Litigation, No. ;-cv-000-jll-jad (D.N.J.) (litigating products liability case relating to allegedly defective wood-composite decking in which C&T has been appointed to the Plaintiffs Steering Committee); Larsen v. Vizio, Inc., No. :-cv-0-cjc-jcg (C.D. Cal.) (consumer action brought on behalf of class of purchasers of certain Vizio LCD televisions with allegedly misrepresented performance specifications); Traxler, et al. v. PPG Industries, Inc., et al., No. :-cv-00-dap (N.D. Ohio) (class action brought on behalf of property owners relating to allegedly defective deck restoration product); Williams v. Butler & Hosch, P.A., No. 0:-cv--CMA (S.D. Fla.) (class action lawsuit on behalf of hundreds of former employees improperly terminated under the WARN Act) Andy received his law degree from Villanova University School of Law in 0. While in law school, Andy clerked for a small suburban Philadelphia law firm. Prior to law school, Andy attended Georgetown University and was a member of the baseball team. During his time in college, Andy also worked on Capitol Hill and for a well-known D.C. think tank. Andy is admitted to practice in Pennsylvania, New Jersey, and the District of Columbia.

148 Practice Areas: Automobile Defects and False Advertising Defective Products and Consumer Protection Other Complex Litigation Securities Fraud Education: Villanova University School of Law, J.D., 00 Villanova Environmental Law Journal managing editor of student works (00), staff writer (00) University of California, Los Angeles, B.A., 00 cum laude Membership & Associations: Member, Philadelphia Bar Association Admissions: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Honors: Pennsylvania New Jersey Eastern District of Pennsylvania District of New Jersey Pennsylvania Super Lawyers Rising Star 0-0 Alison Gabe Gushue Alison G. Gushue is an associate in the Firm s Haverford Office. Her practice is devoted to litigation, with an emphasis on consumer fraud, securities, and derivative cases. Ms. Gushue also provides assistance to the Firm s Institutional Client Services Group. Prior to joining the firm, Ms. Gushue was counsel to the Pennsylvania Securities Commission in the Division of Corporation Finance. In this capacity, she was responsible for reviewing securities registration filings for compliance with state securities laws and for working with issuers and issuers counsel to bring noncompliant filings into compliance. Together with the Partners, Ms. Gushue has provided substantial assistance in the prosecution of the following cases: Lockabey et al. v. American Honda Motor Co., Inc., Case No CU-BT (San Diego Super. Ct.) (settlement valued by court at $ million for a class of 0,000 purchasers and lessees of Honda Civic Hybrids to resolve claims that the vehicle was advertised with fuel economy representations it could not achieve under real-world driving conditions, and that a software update to the IMA system further decreased fuel economy and performance) In re DVI Inc. Securities Litigation, Case No. :0-cv-0-LDD (over $m in settlements recovered for the shareholder class in lawsuit alleging that the company s officers and directors, in conjunction with its external auditors and outside counsel, violated the federal securities laws) In re LG Front Loading Washing Machine Litigation, Case No. :0-cv - (D.N.J); and In re Whirlpool Front Loading Washing Machine Litigation, Case No. :0-wp-000 (N.D. Oh.) (pending cases which allege that LG and Whirlpool s front loading washing machines suffer from a defect that leads to the formation of mold and mildew on the inside of the washing machines and production of foul and noxious odors) Ms. Gushue has also provided pro bono legal services to nonprofit organizations in Philadelphia such as the Philadelphia Bankruptcy Assistance Project and the Public Interest Law Center of Philadelphia.

149 Practice Areas: Securities Fraud Corporate Mismanagement and Shareholder Derivative Action Defective Products and Consumer Protection Other Complex Litigation Education: Drexel University Thomas R. Kline School of Law, J.D., 0 Drexel University, B.S. in Business Administration, 00 Memberships and Associations: Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Member, Philadelphia Bar Association Member, Pennsylvania Bar Association Admissions: Pennsylvania, 0 Stephanie E. Saunders Stephanie E. Saunders is an associate in the Firm s Haverford office. She focuses her practice on complex litigation including securities fraud, shareholder derivative, and consumer protection cases. She also provides assistance to the Firm s Client Development Group which is responsible for establishing and maintaining strong client relations. Stephanie received her law degree from the Drexel University Thomas R. Kline School of Law in 0. Her law school career was marked by several academic honors which included being named the CALI Excellence for the Future Award recipient in Legal Methods & Legal Writing for earning the highest grade in the class. While in law school, she clerked for the Firm and conducted her practiceintensive semester long co-op with the Firm during her second year of law school. Upon graduating from Drexel University s LeBow College of Business in 00, Stephanie began her professional career in marketing. She was an integrated marketing and promotions manager with Condé Nast Publications in Manhattan where she managed and executed print and digital advertising campaigns. Upon returning to the Philadelphia region, she joined PNC Wealth Management where she was the marketing segment manager of Hawthorn, an ultra-high net worth multi-family office, where she was responsible for the development of integrated marketing plans, advertising, and client events.

150 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Practice Areas Health & Welfare Fund Assets C&T Protects Clients Health & Welfare Fund Assets Through Monitoring Services & Vigorously Pursuing Health & Welfare Litigation. At no cost to the client, C&T seeks to protect its clients health & welfare fund assets against fraud and other wrongdoing by monitoring the health & welfare fund s drug purchases, Pharmacy benefit Managers and other health service providers. In addition, C&T investigates potential claims and, on a fully-contingent basis, pursues legal action for the client on meritorious claims involving the clients heath & welfare funds. These claims could include: the recovery of excessive charges due to misconduct by health service providers; antitrust claims to recover excessive prescription drug charges and other costs due to corporate collusion and misconduct; and, cost-recovery claims where welfare funds have paid for health care treatment resulting from defective or dangerous drugs or medical devices. Monitoring Financial Investments C&T Protects Clients Financial Investments Through Securities Fraud Monitoring Services. Backed by extensive experience, knowledge of the law and successes in this field, C&T utilizes various information systems and resources (including forensic accountants, financial analysts, seasoned investigators, as well as technology and data collection specialists, who can cut to the core of complex financial and commercial documents and transactions) to provide our institutional clients with a means to actively protect the assets in their equity portfolios. As part of this no-cost service, for each equity portfolio, C&T monitors relevant financial and market data, pricing, trading, news and the portfolio s losses. C&T investigates and evaluates potential securities fraud claims and, after full consultation with the client and at the client s direction, C&T will, on a fully-contingent basis, pursue legal action for the client on meritorious securities fraud claims. Corporate Transactional C&T Protects Shareholders Interest by Holding Directors Accountable for Breaches of Fiduciary Duties Directors and officers of corporations are obligated by law to exercise good faith, loyalty, due care and complete candor in managing the business of the corporation. Their duty of loyalty to the corporation and its shareholders requires that they act in the best interests of the corporation at all times. Directors who breach any of these fiduciary duties are accountable to the stockholders and to the corporation itself for the harm caused by the breach. A substantial part of the practice of Chimicles & Tikellis LLP involves representing shareholders in bringing suits for breach of fiduciary duty by corporate directors.

151 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Practice Areas Securities Fraud C&T Protects and Recovers Clients Assets Through the Vigorous Pursuit of Securities Fraud Litigation. C&T has been responsible for recovering over $ billion for institutional and individual investors who have been victims of securities fraud. The prosecution of securities fraud often involves allegations that a publicly traded corporation and its affiliates and/or agents disseminated materially false and misleading statements to investors about the company s financial condition, thereby artificially inflating the price of that stock. Often, once the truth is revealed, those who invested at a time when the company s stock was artificially inflated incur a significant drop in the value of their stock. C&T s securities practice group comprises seasoned attorneys with extensive trial experience who have successfully litigated cases against some of the nation s largest corporations. This group is strengthened by its use of forensic accountants, financial analysts, and seasoned investigators. Antitrust and Unfair Competition C&T Enforces Clients Rights Against Those Who Violated Antitrust Laws. C&T successfully prosecutes an array of anticompetitive conduct, including price fixing, tying agreements, illegal boycotts and monopolization, anticompetitive reverse payment accords, and other conduct that improperly delays the market entry of less expensive generic drugs. As counsel in major litigation over anticompetitive conduct by the makers of brand-name prescription drugs, C&T has helped clients recover significant amounts of price overcharges for blockbuster drugs such as BuSpar, Coumadin, Cardizem, Flonase, Relafen, and Paxil, Toprol-XL, and TriCor. Real Estate Investment Trusts C&T is a Trail Blazer in Protecting Clients Investments in Non-Listed Equities. C&T represents limited partners and purchaser of stock in limited partnerships and real estate investment trusts (non-listed REITs) which are publicly-registered but not traded on a national stock exchange. These entities operate outside the realm of a public market that responds to market conditions and analysts scrutiny, so the investors must rely entirely on the accuracy and completeness of the financial and other disclosures provided by the company about its business, its finances, and the value of its securities. C&T prosecutes: (a) securities law violations in the sale of the units or stock; (b) abusive management practices including self-dealing transactions and the payment of excessive fees; (c) unfair transactions involving sales of the entities assets; and (d) buy-outs of the investors interests.

152 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #: Practice Areas Shareholder Derivative Action C&T is a Leading Advocate for Prosecuting and Protecting Shareholder Rights through Derivative Lawsuits and Class Actions. C&T is at the forefront of persuading courts to recognize that actions taken by directors (or other fiduciaries) of corporations or associations must be in the best interests of the shareholders. Such persons have duties to the investors (and the corporation) to act in good faith and with loyalty, due care and complete candor. Where there is an indication that a director s actions are influenced by self-interest or considerations other than what is best for the shareholders, the director lacks the independence required of a fiduciary and, as a consequence, that director s decisions cannot be honored. A landmark decision by the Supreme Court of Delaware underscored the sanctity of this principal and represented a major victory for C&T s clients. Corporate Mismanagement C&T is a Principal Advocate for Sound Corporate Governance and Accountability. C&T supports the critical role its investor clients serve as shareholders of publicly held companies. Settlements do not provide exclusively monetary benefits to our clients. In certain instances, they may include long term reforms by a corporate entity for the purpose of advancing the interests of the shareholders and protecting them from future wrongdoing by corporate officers and directors. On behalf of our clients, we take corporate directors obligations seriously. It s a matter of justice. That s why C&T strives not to only obtain maximum financial recoveries, but also to effect fundamental changes in the way companies operate so that wrongdoing will not reoccur. Defective Products and Consumer Protection C&T Protects Consumers from Defective Products and Deceptive Conduct. C&T frequently represents consumers who have been injured by false advertising, or by the sale of defective goods or services. The firm has achieved significant recoveries for its clients in such cases, particularly in those involving defectively designed automobiles and other consumer products. C&T has also successfully prosecuted actions against banks and other large institutions for engaging in allegedly deceptive conduct.

153 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Representative Cases Securities Cases Involving Real Estate Investments CNL Hotels & Resorts Inc. Securities Litigation, Case No. :0-CV-, United States District Court, Middle District of Florida. C&T was Lead Litigation Counsel in CNL Hotels & Resorts Inc. Securities Litigation, representing a Michigan Retirement System, other named plaintiffs and over 0,000 investors in this federal securities law class action that was filed in August 00 against the nation s second largest hotel real estate investment trust, CNL Hotels & Resorts, Inc. (f/k/a CNL Hospitality Properties, Inc.) ( CNL Hotels ) and certain of its affiliates, officers and directors. CNL raised over $ billion from investors pursuant to what Plaintiffs alleged to be false and misleading offering materials. In addition, in June 00 CNL proposed an affiliated-transaction that was set to cost the investors and the Company over $00 million ( Merger ). The Action was filed on behalf of: (a) CNL Hotels shareholders entitled to vote on the proposals presented in CNL Hotels proxy statement dated June, 00 ( Proxy Class ); and (b) CNL Hotels shareholders who acquired CNL Hotels shares pursuant to or by means of CNL Hotels public offerings, registration statements and/or prospectuses between August, 00 and August, 00 ( Purchaser Class ). The Proxy Class claims were settled by (a) CNL Hotels having entered into an Amended Merger Agreement which significantly reduced the amount that CNL Hotels paid to acquire its Advisor, CNL Hospitality Corp., compared to the Original Merger Agreement approved by CNL Hotels stockholders pursuant to the June 00 Proxy; (b) CNL Hotels having entered into certain Advisor Fee Reduction Agreements, which significantly reduced certain historic, current, and future advisory fees that CNL Hotels paid its Advisor before the Merger; and (c) the adoption of certain corporate governance provisions by CNL Hotels Board of Directors. In approving the Settlement, the Court concluded that in settling the Proxy claims, a substantial benefit [was] achieved (estimated at approximately $,000,000) and this lawsuit was clearly instrumental in achieving that result. The Purchaser Class claims were settled by Settling Defendants payment of $,000,000, payable in three annual installments (January 00 to January 00). On August, 00, the Federal District Court in Orlando, Florida granted final approval of the Settlement as fair, reasonable, and adequate, and in rendering its approval of an award of attorneys fees and costs to Plaintiffs Counsel, the Court noted that Plaintiffs counsel pursued this complex case diligently, competently and professionally and achieved a successful result. More than 0,000 class members received notice of the proposed settlement and no substantive objection to the settlement, plan of allocation or fee petition was voiced by any class member.

154 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Representative Cases Securities Cases Involving Real Estate Investments In re Real Estate Associates Limited Partnership Litigation, Case No. CV -0, United States District Court, Central District of California. Chimicles & Tikellis LLP achieved national recognition for obtaining, in a federal securities fraud action, the first successful plaintiffs verdict under the PSLRA. Senior partner Nicholas E. Chimicles was Lead Trial Counsel in the six-week jury trial in federal court in Los Angeles, in October 00. The jury verdict, in the amount of $ million (half in compensatory damages; half in punitive damages), was ranked among the top verdicts in the nation for 00. After the court reduced the punitive damage award because it exceeded California statutory limits, the case settled for $ million, representing full recovery for the losses of the class. At the final hearing, held in November 00, the Court praised Counsel for achieving both a verdict and a settlement that qualif[ied] as an exceptional result in what the Judge regarded as a very difficult case In addition, the Judge noted the case s novelty and complexity and the positive reaction of the class. Certainly, there have been no objections, and I think Plaintiffs counsel has served the class very well. Case Summary: In August of, over,000 investors ( Investor Class ) in public Real Estate Associates Limited Partnerships ( REAL Partnerships ) were solicited by their corporate managing general partner, defendant National Partnership Investments Corp. ( NAPICO ), and other Defendants via Consent Solicitations filed with the Securities and Exchange Commission ( SEC ), to vote in favor of the sale of the REAL Partnerships interests in limited partnerships ( Local Partnerships ). In a self-dealing and interested transaction, the Investor Class was asked to consent to the sale of these interests to NAPICO s affiliates ( REIT Transaction ). In short, Plaintiffs alleged that defendants structured and carried out this wrongful and self-dealing transaction based on false and misleading statements, and omissions in the Consent Solicitations, resulting in the Investor Class receiving grossly inadequate consideration for the sale of these interests. Plaintiffs expert valued these interests to be worth a minimum of $,,00 (which does not include additional consideration owed to the Investor Class), for which the Investor Class was paid only $0,0,. Plaintiffs and the Certified Class asserted claims under Section of the Securities Exchange Act of ( the Exchange Act ), alleging that the defendants caused the Consent Solicitations to contain false or misleading statements of material fact and omissions of material fact that made the statements false or misleading. In addition, Plaintiffs asserted that Defendants breached their fiduciary duties by using their positions of trust and authority for personal gain at the expense of the Limited Partners. Moreover, Plaintiffs sought equitable relief for the Limited Partners including, among other things, an injunction under Section of the Exchange Act for violation of the anti-bundling rules of the SEC, a declaratory judgment decreeing that defendants were not entitled to indemnification from the REAL Partnerships. Trial: This landmark case is the first Section proxy law- securities class action seeking damages, a significant monetary recovery, for investors that has been tried, and ultimately won, before a jury anywhere in the United States since the enactment of the Private Securities Litigation Reform Act of ( PSLRA ). Trial began on October, 00 before a federal court jury in Los Angeles. The jury heard testimony from over witnesses, and trial counsel moved into evidence approximately, exhibits; out of those, exhibits, witnesses were questioned about, or referred to, approximately exhibits.

155 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Representative Cases Securities Cases Involving Real Estate Investments On November, 00, the ten member jury, after more than four weeks of trial and six days of deliberation, unanimously found that Defendants knowingly violated the federal proxy laws and that NAPICO breached its fiduciary duties, and that such breach was committed with oppression, fraud and malice. The jury s unanimous verdict held defendants liable for compensatory damages of $. million in favor of the Investor Class. On November, 00, a second phase of the trial was held to determine the amount of punitive damages to be assessed against NAPICO. The jury returned a verdict of $. million in punitive damages. In total, trial counsel secured a unanimous jury verdict of $ million on behalf of the Investor Class. With this victory, Mr. Chimicles and the trial team secured the th largest verdict of 00. (See, National Law Journal, The Largest Verdicts of 00, February, 00; National Law Journal, Jury Room Rage, Feb.. 00). Subsequent to post-trial briefing and rulings, in which the court reduced the punitive damage award because it exceeded California statutory limits, the case settled for $ million. The settlement represented full recovery for the losses of the class. Prosecuting and trying this Case required dedication, tenacity, and skill: This case involved an extremely complex transaction. As Lead Trial Counsel, C&T was faced with having to comprehensively and in an understandable way present complex law, facts, evidence and testimony to the jury, without having them become lost (and thus, indifferent and inattentive) in a myriad of complex terms, concepts, facts and law. The trial evidence in this case originated almost exclusively from the documents and testimony of Defendants and their agents. As Lead Trial Counsel, C&T was able, through strategic cross-examination of expert witnesses, to effectively stonewall defendants damage analysis. In addition, C&T conducted thoughtful and strategic examination of defendants witnesses, using defendants own documents to belie their testimony. The significance of the case: The significance of this trial and the result are magnified by the public justice served via this trial and the novelty of issues tried. This case involved a paradigm of corporate greed, and C&T sent a message to not only the Defendants in this Action, but to all corporate fiduciaries, officers, directors and partners, that it does not pay to steal, lie and cheat. There needs to be effective deterrents, so that corporate greed does not pay. The diligent and unrelenting prosecution and trial of this case by C&T sent that message. Moreover, the issues involved were novel and invoked the application of developing case law that is not always uniformly applied by the federal circuit courts. In Count I, Plaintiffs alleged that defendants violated of the Exchange Act. Subsequent to the enactment of the PLSRA, the primary relief sought and accorded for violations of the proxy laws is a preliminary injunction. Here, the consummation of the REIT Transaction foreclosed that form of relief. Instead, Plaintiffs Counsel sought significant monetary damages for the Investor Class on account of defendants violations of the federal proxy laws. C&T prevailed in overcoming defendants characterization of the measure of damages that the Investor Class was required to prove (defendants argued for a measure of damages equivalent to the difference in the value of the security prior to and subsequent to the dissemination of the Consent Solicitations), and instead, successfully recouped damages for the value of the interests and assets given up by the Investor Class. The case is important in the area of enforcement of fiduciary duties in public partnerships which are a fertile ground for unscrupulous general partners to cheat the public investors.

156 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Representative Cases Securities Cases Involving Real Estate Investments Aetna Real Estate Associates LP Nicholas Chimicles and Pamela Tikellis represented a Class of unitholders who sought dissolution of the partnership because the management fees paid to the general partners were excessive and depleted the value of the partnership. The Settlement, valued in excess of $0 million, included the sale of partnership property to compensate the class members, a reduction of the management fees, and a special cash distribution to the class. City of St. Clair Shores General Employees Retirement System, et al. v. Inland Western Retail Real Estate Trust, Inc., Case No. 0 C, United States District Court, Northern District of Illinois. C&T was principal litigation counsel for the plaintiff class of stockholders that challenged the accuracy of a proxy statement that was used to secure stockholder approval of a merger between an external advisor and property managers and the largest retail real estate trust in the country. In 0, in a settlement negotiation lead by the Firm, we succeeded in having $0 million of a stock, or % of the merger consideration, paid back to the REIT. Wells and Piedmont Real Estate Investment Trust, Inc., Securities Litigation, Case Nos. :0-cv-00, 00, United States District Court, Northern District of Georgia. C&T served as co-lead counsel in this federal securities class action on behalf of Wells REIT/Piedmont shareholders. Filed in 00, this lawsuit charged Wells REIT, certain of its directors and officers, and their affiliates, with violations of the federal securities laws for their conducting an improper, self-dealing transaction and recommending that shareholders reject a mid- 00 tender offer made for the shareholders stock. On the verge of trial, the Cases settled for $. million and the Settlement was approved in 0. In re Cole Credit Property Trust III, Inc. Derivative and Class Litigation, Case No. -C--00, Circuit Court for Baltimore City. In this Action filed in 0, C&T, as chair of the executive committee of interim class counsel, represents Cole Credit Property Trust III ( CCPT III ) investors, who were, without their consent, required to give Christopher Cole (CCPT III s founder and president) hundreds of millions of dollars worth of consideration for a business that plaintiffs allege was worth far less. The Action also alleges that, in breach of their fiduciary obligations to CCPT III investors, CCPT III s Board of Directors pressed forward with this wrongful self-dealing transaction rebuffing an offer from a third party that proposed to acquire the investors shares in a $ billion dollar deal. Defendants have moved to dismiss the complaint, and plaintiffs have filed papers vigorously opposing the motion.

157 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Representative Cases Securities Cases Involving Real Estate Investments Delaware County Employees Retirement Fund v. Barry M. Portnoy, et al., Case No. :-cv-0, United States District Court, District Court of Massachusetts. C&T is lead counsel in an action pending in federal court in Boston filed on behalf of Massachusetts-based CommonWealth REIT ( CWH ) and its shareholders against CWH s co-founder Barry Portnoy and his son Adam Portnoy ( Portnoys ), and their wholly-owned entity Reit Management & Research, LLC ( RMR ), and certain other former and current officers and trustees of CWH (collectively, Defendants ). The Action alleges a long history of management abuse, self-dealing, and waste by Defendants, which conduct constitutes violations of the federal securities laws and fiduciary duties owed by Defendants to CWH and its shareholders. Plaintiff seeks damages and to enjoin Defendants from any further self-dealing and mismanagement. The Defendants sought to compel the Plaintiff to arbitrate the claims, and Plaintiff has vigorously opposed such efforts on several grounds including that CWH and its shareholders did not consent to arbitration and the arbitration clause is facially oppressive and illegal. The parties are awaiting the Court s ruling on that matter. In re Empire State Realty Trust, Inc. Investor Litigation, Case 00/0, New York Supreme Court. In this action filed in 0, C&T represents investors who own the Empire State Building, as well as several other Manhattan properties, whose interests and assets are proposed to be consolidated into a new entity called Empire State Realty Trust Inc. The investors filed an action against the transaction s chief proponents, members of the Malkin family, certain Malkincontrolled companies, and the estate of Leona Helmsley, claiming breaches of fiduciary for, among other things, such proponents being disproportionately favored in the transaction. A Settlement of the Litigation has been reached and was approved in full by the Court. The Settlement consists of: a cash settlement fund of $ million, modifications to the transaction that result in an over $0 million tax deferral benefit to the investors, and defendants will provide additional material information to investors about the transaction.

158 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Representative Cases Securities Cases (Non-Real Estate) Continental Illinois Corporation Securities Litigation, Civil Action No. C, United States District Court, Northern District of Illinois. Nicholas Chimicles served as lead counsel for the shareholder class in this action alleging federal securities fraud. Filed in the federal district court in Chicago, the case arose from the oil and gas loan debacle that ultimately resulted in the Bank being taken over by the FDIC. The case involved a twenty-week jury trial conducted by Mr. Chimicles in. Ultimately, the Class recovered nearly $0 million. PaineWebber Limited Partnerships Litigation, Civ., United States District Court, Southern District of New York The Firm was chair of the plaintiffs executive committee in a case brought on behalf of tens of thousands of investors in approximately limited partnerships that were organized or sponsored by PaineWebber. In a landmark settlement, investors were able to recover $00 million in cash and additional economic benefits following the prosecution of securities law and RICO (Racketeer Influenced and Corrupt Organizations Act) claims. ML-Lee Litigation, ML Lee Acquisition Fund L.P. and ML-Lee Acquisition Fund II L.P. and ML-Lee Acquisition Fund (Retirement Accounts), (C.A. Nos. -0, -, -, and -), United States District Court, District of Delaware. C&T represented three classes of investors who purchased units in two investment companies, ML-Lee Funds (that were jointly created by Merrill Lynch and Thomas H. Lee). The suits alleged breaches of the federal securities laws, based on the omission of material information and the inclusion of material misrepresentations in the written materials provided to the investors, as well as breaches of fiduciary duty and common law by the general partners in regard to conduct that benefited them at the expense of the limited partners. The complaint included claims under the often-ignored Investment Company Act of, and the case witnessed numerous opinions that are considered seminal under the ICA. The six-year litigation resulted in $ million in cash and other benefits to the investors. Orrstown Financial Services, Inc., et al, Securities Litigation, Case No. -cv-00 United States District Court, Middle District of Pennsylvania. In this federal securities fraud class action filed in 0, C&T serves as Lead Counsel, and the Southeastern Pennsylvania Transportation Authority as Lead Plaintiff. The action alleges that Defendants violated the Securities Act of and the Securities Exchange Act of by misleading investors concerning material information about Orrstown s loan portfolio, underwriting practices, and internal controls. After extensive investigation, including having interviewed several confidential witnesses, C&T filed a 0+ page amended complaint in early 0. Defendants have moved to dismiss the complaint, and plaintiffs have filed papers vigorously opposing the motion.

159 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:00 Representative Cases Securities Cases (Non-Real Estate) In re Colonial BancGroup, Inc. Securities Litigation, Case No. 0-CV-00, United States District Court, Middle District of Alabama. C&T is actively involved in prosecuting this securities class action arising out of the 00 failure of Colonial Bank, in which Norfolk County Retirement System, State-Boston Retirement System, City of Brockton Retirement System, and Arkansas Teacher Retirement System are the Court-appointed lead plaintiffs. The failure of Colonial Bank was well-publicized and ultimately resulted in several criminal trials and convictions of Colonial officers and third parties involved in a massive fraud in Colonial s mortgage warehouse lending division. The pending securities lawsuit includes allegations arising out of the mortgage warehouse lending division fraud, as well as allegations that Colonial misled investors concerning its operations in connection with two public offerings of shares and bonds in early 00, shortly before the Bank s collapse. In April 0, the Court approved a $. million settlement of Plaintiffs claims against certain of Colonial s directors and officers. Plaintiffs claims against Colonial s auditor, PwC, and the underwriters of the 00 offerings are ongoing.

160 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Representative Cases Delaware and Other Merger and Acquisition Suits In re Genentech, Inc. Shareholders Litigation, C.A. No. -VCS, Delaware Court of Chancery. In this shareholder class action, C&T served as Co-Lead Counsel representing minority stockholders of Genentech, Inc. in an action challenging actions taken by Roche Holdings, Inc. ( Roche ) to acquire the remaining approximately % of the outstanding common stock of Genentech, Inc. ( Genentech ) that Roche did not already own. In particular, Plaintiffs challenged that Roche s conduct toward the minority was unfair and violated pre-existing governance agreements between Roche and Genentech. During the course of the litigation, Roche increased its offer from $.0 per share to % per share, a $ billion increase in value for Genentech s minority shareholders. That increase and other protections for the minority provided the bases for the settlement of the action, which was approved by the Court of chancery on July, 00. In re Kinder Morgan Shareholder Litigation, C.A. No. 0-c-0, District Court of Shawnee County, Kansas In this shareholder class action, C&T served as Co-Lead Counsel representing former stockholders of Kinder Morgan, Inc. (KMI) in an action challenging the acquisition of Kinder Morgan by a buyout group lead by KMI s largest stockholder and Chairman, Richard Kinder. Plaintiffs alleged that Mr. Kinder and a buyout group of investment banks and private equity firms leveraged Mr. Kinder s knowledge and control of KMI to acquire KMI for less than fair value. As a result of the litigation, Defendants agreed to pay $00 million into a settlement fund, believed to be the largest of its kind in any buyout-related litigation. The district Court of Shawnee County, Kansas approved the settlement on November, 0. In re Freeport-McMoran Sulphur, Inc. Shareholder Litigation, C.A. No., Delaware Court of Chancery. In this shareholder class action, C&T serves as Lead Plaintiffs Counsel representing investors in a stock-for-stock merger of two widely held public companies, seeking to remedy the inadequate consideration the stockholders of Sulphur received as part of the merger. In June 00, the Court of Chancery denied defendants motions for summary judgment, allowing Plaintiffs to try each and every breach of fiduciary duty claim asserted in the Action. In denying defendants motions for summary judgment the Court held there were material issues of fact regarding certain board member s control over the Board including the Special Committee members and the fairness of the process employed by the Special Committee implicating the duty of entire fairness and raising issues regarding the validity of the Board action authorizing the merger. The decision has broken new ground in the field of corporate litigation in Delaware. Before the trial commenced, Plaintiffs and Defendants agreed in principle to settle the case. The settlement, which was approved in April 00, provides for a cash fund of $,00,000.

161 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Representative Cases Delaware and Other Merger and Acquisition Suits In re Chiron Shareholder Deal Litigation, Case No. RG0-0 (Cal. Super.) & Shareholder Litigation, C.A. No. -N, Delaware Court of Chancery In re Chiron Corporation C&T represents stockholders of Chiron Corporation in an action which challenged the proposed acquisition of Chiron Corporation by its % stockholder, Novartis AG. Novartis announced a $0 per share merger proposal on September, 00, which was rejected by Chiron on September, 00. On October, Chiron announced an agreement to merge with Novartis at a price of $ per share. C&T was co-lead counsel in the consolidated action brought in the Delaware Court of Chancery. Other similar actions were brought by other Chiron shareholders in the Superior Court of California, Alameda City. The claims in the Delaware and California actions were prosecuted jointly in the Superior Court of California. C&T, together with the other counsel for the stockholders, obtained an order from the California Court granting expedited proceedings in connection with a motion preliminary to enjoin the proposed merger. Following extensive expedited discovery in March and April, 00, and briefing on the stockholders motion for injunctive relief, and just days prior to the scheduled hearing on the motion for injunctive relief, C&T, together with Co-lead counsel in the California actions, negotiated an agreement to settle the claims which included, among other things, a further increase in the merger price to $ per share, or an additional $0 million for the public stockholders of Chiron. On July, 00, the Superior Court of California, Alameda County, granted final approval to the settlement of the litigation. Gelfman v. Weeden Investors, L.P., Civ. Action No. -NC, Delaware Court of Chancery Chimicles & Tikellis LLP served as class counsel, along with other plaintiffs firms, in this action against the Weeden Partnership, its General Partner and various individual defendants filed in the Court of Chancery in the State of Delaware. In this Class Action, Plaintiffs alleged that Defendants breached their fiduciary duties to the investors and breached the Partnership Agreement. The Delaware Chancery Court conducted a trial in this action which was concluded in December 00. Following the trial, the Chancery Court received extensive briefing from the parties and heard oral argument. On June, 00, the Chancery Court issued a memorandum opinion, which was subsequently modified, finding that the Defendants breached their fiduciary duties and the terms of the Partnership Agreement, with respect to the investors, and that Defendants acted in bad faith ( Opinion ). This Opinion from the Chancery Court directed an award of damages to the classes of investors, in addition to other relief. In July 00, Class Counsel determined that it was in the best interests of the investors to settle the Action for over 0% of the value of the monetary award under the Opinion (over $ million). I.G. Holdings Inc., et al. v. Hallwood Realty, LLC, et al., C.A. No. 0, Delaware Court of Chancery. In the Delaware Court of Chancery, C& T represented the public unitholders of Hallwood Realty L.P. The action challenged the general partner's refusal to redeem the Partnership's rights plan or to sell the Partnership to maximize value for the public unitholders. Prior to the filing of the action, the Partnership paid no distributions and Units of the Partnership normally traded in the range of $ to $ per unit. The prosecution of the action by C&T caused the sale of the Partnership, ultimately yielding approximately $ per Unit for the unitholders plus payment of the attorneys fees of the Class.

162 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page ID #:0 Representative Cases Delaware and Other Merger and Acquisition Suits Southeastern Pennsylvania Transportation Authority v. Josey, et. al., C.A. No., Delaware Court of Chancery. Chimicles & Tikellis served as class counsel in this action challenging the acquisition of Mariner Energy, Inc. by Apache Corporation. Following expedited discovery, C&T negotiated a settlement which led to the unprecedented complete elimination of the termination fee from the merger agreement and supplemental disclosures regarding the merger. On March, 0, the Delaware Court of Chancery granted final approval to the settlement of the litigation. In re Pepsi Bottling Group, Inc. Shareholders Litigation, C.A. No., Delaware Court of Chancery. The Firm served as class counsel, along with several other firms challenging PepsiCo s buyout of Pepsi Bottling Group, Inc. C&T s efforts prompted PepsiCo to raise its buyout offer for Pepsi Bottling Group, Inc. by approximately $ billion and take other steps to improve the buyout on behalf of public stockholders. In re Atlas Energy Resources LLC, Unitholder Litigation, Consol C.A. No., Delaware Court of Chancery. The Firm was co-lead counsel in an action challenging the fairness of the acquisition of Atlas Energy Resources LLC by its controlling shareholder, Atlas America, Inc. After over two-years of complex litigation, the Firm negotiated a $0 million cash settlement, which was finally approved by the court on May, 0. In re J. Crew Group, Inc. S holders Litigation, C.A. No. 0, Delaware Court of Chancery. The Firm was co-lead counsel challenging the fairness of a going private acquisition of J.Crew by TPG and members of J.Crew s management. After hard-fought litigation, the action resulted in a settlement fund of $ million and structural changes to the go-shop process, including an extension of the go-shop process, elimination of the buyer s informational and matching rights and requirement that the transaction to be approved by a majority of the unaffiliated shareholders. The settlement was finally approved on December, 0.

163 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Representative Cases Delaware and Other Merger and Acquisition Suits In re McKesson Derivative Litigation, Saito, et al. v. McCall, et al., C.A. No., Delaware Court of Chancery. As Lead Counsel in this stockholder derivative action, C&T challenged the actions of the officers, directors and advisors of McKesson and HBOC in proceeding with the merger of the two companies when their managements were allegedly aware of material accounting improprieties at HBOC. In addition, C&T also brought (under Section 0 of the Delaware Code) a books and records case to discover information about the underlying events. C&T successfully argued in the Delaware Courts for the production of the company s books and records which were used in the preparation of an amended derivative complaint in the derivative case against McKesson and its directors. Seminal opinions have issued from both the Delaware Supreme Court and Chancery Court about Section 0 actions and derivative suits as a result of this lawsuit. Plaintiffs agreed to a settlement of the derivative litigation subject to approval by the Delaware Court of Chancery, pursuant to which the Individual Defendants insurers will pay $0,000,000 to the Company. In addition, a claims committee comprised of independent directors has been established to prosecute certain of Plaintiffs claims that will not be released in connection with the proposed settlement. Further, the Company will maintain important governance provisions among other things ensuring the independence of the Board of Directors from management. On February, 00, the Court of Chancery approved the Settlement and signed the Final Judgment and Order and Realignment Order. Barnes & Noble Inc., C.A. No., Delaware Court of Chancery. C&T served as Co-Lead Counsel in a shareholder lawsuit brought derivatively on behalf of Barnes & Noble ( B&N ) alleging wrongdoing by the B&N directors for recklessly causing B&N to acquire Barnes & Noble College Booksellers, Inc. ( College Books ) the Transaction ) from B&N s founder, Chairman and controlling stockholder, Leonard Riggio ( Riggio ) at a grossly excessive price, subjecting B&N to excessive risk. The case settled for nearly $0 million and finally approved by the court on September, 0. Sample v. Morgan, et. al., C.A. No. -VCS, Delaware Court of Chancery. Action alleging that members of the board of directors of Randall Bearings, Inc. breached their fiduciary duties to the company and its stockholders and committed corporate waste. The action resulted in an eve-of-trial settlement including revocation of stock issued to insiders, a substantial cash payment to the corporation and reformation of the Company s corporate governance. The Court finally approved the settlement on August, 00. Manson v. Northern Plain Natural Gas Co., LLC, et. al., C.A. No. -N, Delaware Court of Chancery. Chimicles & Tikellis served as counsel in a class and derivative action asserting contract and fiduciary duty claims stemming from dropdown asset transactions to a partnership from an affiliate of its general partner. The case settled for a substantial adjustment (valued by Plaintiff s expert to be worth more than $0 million) to the economic terms of units issued by the partnership in exchange for the assets. The settlement was finally approved by the Court on January, 00

164 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Representative Cases Consumer Cases Lockabey v. American Honda Motors Co., Inc., Case No CU-BT-CTL, San Diego County Superior Court Mr. Chimicles is co-lead counsel in a nationwide class action involving fuel economy problems encountered by purchasers of Honda Civic Hybrids ( HCH ). Lockabey v. American Honda Motors Co., Inc., Case No CU-BT-CTL (Super. Ct. San Diego). After nearly five years of litigation in both the federal and state courts in California, a settlement benefiting nearly 0,000 consumers who had leased or owned HCH vehicles from model years 00 through 00. Following unprecedented media scrutiny and review by the attorneys general of each state as well as major consumer protection groups, the settlement was approved on March, 0 in a 0 page opinion by the Honorable Timothy B. Taylor of the San Diego County (CA) Superior Court in which the Court stated: The court views this as a case which was difficult and risky The court also views this as a case with significant public value which merited the sunlight which Class Counsel have facilitated. Depending on the number of claims that are filed (deadline will not expire until months after a pending single appeal is resolved), the Class will garner benefits ranging from $0 million to $00 million. In re Pennsylvania Baycol: Third-Party Payor Litigation, Case No. 00, Court of Common Pleas, Philadelphia County. In connection with the withdrawal by Bayer of its anti-cholesterol drug Baycol, C&T represents various Health and Welfare Funds, including the Pennsylvania Employees Benefit Trust Fund, and a certified national class of third party payors seeking damages for the sums paid to purchase Baycol for their members/insureds and to pay for the costs of switching their members/insureds from Baycol to an another cholesterol-lowering drug. The Philadelphia Court of Common Pleas granted plaintiffs motion for summary judgment as to liability; this is the first and only judgment that has been entered against Bayer anywhere in the United States in connection with the withdrawal of Baycol. The Court subsequently certified a national class, and the parties reached a settlement (recently approved by the court) in which Bayer agreed to pay class members a net recovery that approximates the maximum damages (including pre-judgment interest) suffered by class members. The class settlement negotiated by C&T represents a net recovery for third party payors that is between double and triple the net recovery pursuant to a non-litigated settlement negotiated by lawyers representing third party payors such as AETNA and CIGNA that was made available to and accepted by numerous other third party payors (including the TRS). C&T had advised its clients to reject that offer and remain in the now settled class action. On June, 00 the court granted final approval of the settlement.

165 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Representative Cases Consumer Cases Shared Medical Systems Incentive Compensation Plan Litigation, Philadelphia County Court of Common Pleas, Commerce Program, No. 0. Chimicles & Tikellis LLP is lead counsel in this action brought in 00 in the Philadelphia County Court of Common Pleas. The case was brought on behalf of approximately,00 persons who were employees of Defendant Siemens Medical Solutions Health Services Corporation (formerly Shared Medical Systems, Inc.) who had their incentive compensation plan ( ICP ) compensation reduced 0% even though the employees had completed their performance under the ICP contracts and had earned their incentive compensation based on the targets, goals and quotas in the ICPs. The Court had scheduled trial to begin on February, 00. On the eve of trial, the Court granted Plaintiffs motion for summary judgment as to liability on their breach of contract claim. With the rendering of that summary judgment opinion on liability in favor of Plaintiffs, the parties reached a settlement in which class members will receive a net recovery of the full amount of the amount that their ICP compensation was reduced. On May, 00, the Court approved the settlement, stating that the case should restore anyone s faith in class actions as a reasonable way of proceeding on reasonable cases. Wong v. T-Mobile USA, Inc., Case No. CV 0-cv--NGE-VMM, United States District Court, Eastern District of Michigan. Chimicles & Tikellis LLP and the Miller Law Firm P.C. filed a complaint alleging that defendant T-Mobile overcharged its subscribers by billing them for data access services even though T-Mobile's subscribers had already paid a flat rate monthly fee of $ or $ to receive unlimited access to those various data services. The data services include Unlimited T-Zones, Any 00 Messages, T-Mobile Web, 00 Text Messages, Unlimited Mobile to Mobile, Unlimited Messages, T-Mobile Internet, T-Mobile Internet with corporate My , and T-Mobile Unlimited Internet and Hotspot. Chimicles & Tikellis LLP and the Miller Law Firm defeated a motion by T-Mobile to force resolution of these claims via arbitration and successfully convinced the Court to strike down as unconscionable a provision in T-Mobile's subscription contract prohibiting subscribers from bringing class actions. After that victory, the parties reached a settlement requiring T-Mobile to provide class members with a net recovery of the full amount of the un-refunded overcharges with all costs for notice, claims administration, and counsel fees paid in addition to class members' 0% net recovery. The gross amount of the overcharges, which occurred from April 00 through June 00, is approximately $. million. To date, T-Mobile has refunded approximately $. million of those overcharges. A significant portion of those refunds were the result of new policies T-Mobile instituted after the filing of the Complaint. Pursuant to the Settlement, T-Mobile will refund the remaining $. million of un-refunded overcharges. In re Checking Account Overdraft Litig., No. :0-MD-00-JLK, United States District Court, Southern District of Florida. These Multidistrict Litigation proceedings involve allegations that dozens of banks reorder and manipulate the posting order of consumer debit transactions to maximize their revenue from overdraft fees. Settlements in excess of $ billion have been reached with several banks. C&T was active in the overall prosecution of these proceedings, and was specifically responsible for prosecuting actions against US Bank (pending $ million settlement) and Comerica Bank (pending $. million settlement).

166 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Representative Cases Consumer Cases In re Apple iphone/ipod Warranty Litig., No. -CV-0, United States District Court, Northern District of California. C&T is interim co-lead counsel in this case brought by consumers who allege that that Apple improperly denied warranty coverage for their iphone and ipod Touch devices based on external Liquid Submersion Indicators (LSIs). LSIs are small paperand-ink laminates, akin to litmus paper, which are designed to turn red upon exposure to liquid. Plaintiffs alleged that external LSIs are not a reliable indicator of liquid damage or abuse and, therefore, Apple should have provided warranty coverage. The district court recently granted preliminary approval to a settlement pursuant to which Apple has agreed to pay $ million to settle these claims. Henderson v. Volvo Cars of North America LLC, et al., No. :0-CV-0-CCC-JAD, United States District Court, District of New Jersey. C&T was lead counsel in this class action lawsuit brought behalf of approximately 0,000 purchasers and lessees of Volvo vehicles that contained allegedly defective automatic transmissions. After the plaintiffs largely prevailed on a motion to dismiss, the district court granted final approval to a nationwide settlement in March 0. In re Philips/Magnavox Television Litig., No. :0-cv-00-CCC-JAD, United States District Court, District of New Jersey. This class action was brought by consumers who alleged that a defective electrical component was predisposed to overheating, causing their televisions to fail prematurely. After the motion to dismiss was denied in large part, the parties reached a settlement in excess of $ million. Physicians of Winter Haven LLC, d/b/a Day Surgery Center v. STERIS Corporation, No. :-cv-00-cab, United States District Court, Northern District of Ohio. This case was brought on behalf of a class of hospitals and surgery centers that purchased a sterilization device that allegedly did not receive the required pre-sale authorization from the FDA. The case settled for approximately $0 million worth of benefits to class members. C&T, which represented an outpatient surgical center, was the sole lead counsel in this case. Smith v. Gaiam, Inc., No. 0-cv-0-WYD-BNB, United States District Court, District of Colorado. C&T was co-lead counsel in this consumer case in which a settlement that provided full recovery to approximately 0,000 class members was achieved. In re Certainteed Corp. Roofing Shingle Products Liability Litigation, No, 0-MDL--LP, United States District Court, Eastern District of Pennsylvania. This was a consumer class action involving allegations that CertainTeed sold defective roofing shingles. The parties reached a settlement which was approved and valued by the Court at between $ to $ million.

167 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 Representative Cases Antitrust Cases In re TriCor Indirect Purchasers Antitrust Litig., No. 0-0-SLR, United States District Court, District of Delaware. C&T was liaison counsel in this indirect purchaser case which resulted in a $. million settlement. The plaintiffs alleged that manufacturers of a cholesterol drug engaged in anticompetitive conduct, such as making unnecessary changes to the formulation of the drug, which was designed to keep generic versions off of the market. In re Flonase Antitrust Litig., No. :0-cv-0, United States District Court, Eastern District of Pennsylvania. C&T was liaison counsel and trial counsel on behalf of indirect purchaser plaintiffs in this pending antitrust case. The plaintiffs allege that the manufacturer of Flonase engaged in campaign of filing groundless citizens petitions with the Food and Drug Administration which was designed to delay entry of cheaper, generic versions of the drug. The court has granted class certification, and denied motions to dismiss and for summary judgment filed by the defendant. A $ million settlement was reached on behalf of all indirect purchasers a few months before trial was to commence. In re In re Metoprolol Succinate End-Payor Antitrust Litig., No. :0-cv-000, United States District Court, District of Delaware. C&T was liaison counsel for the indirect purchaser plaintiffs in this case, which involved allegations that AstraZeneca filed baseless patent infringement lawsuits in an effort to delay the market entry of generic versions of the drug Toprol-XL. After the plaintiffs defeated a motion to dismiss, the indirect purchaser case settled for $ million. In re Insurance Brokerage Antitrust Litigation, No. :0-cv-0-GEB-PS, United States District Court, District of New Jersey. This case involves allegations of bid rigging and steering against numerous insurance brokers and insurers. The district court has granted final approval to settlements valued at approximately $ million.

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169 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: STEVE CHAMBERS v. WHIRLPOOL CORPORATION TIME SUMMARY FIRM NAME: CHIMICLES & TIKELLIS LLP REPORTING PERIOD: Inception to March, 0 NAME STATUS* HOURLY RATE HOURS LODESTAR Schwartz, Steven A. P $0.00. $,.0 Mathews, Timothy N. P $ $,00.00 Scott, Daniel B. FA $ $,.00 Geyelin, Anthony A. A $0.00. $,0,.00 Donato Saler, Christina SC $ $,.00 Pratsinakis, Catherine SC $ $,00.00 Gushue, Alison G. A $0.00. $,.0 Kenney, Joseph B. FA $ $,.00 Gaughan, Bryan M. FPL $ $,0.00 Cain, Shelby R. FPL $.00. $,. Royer, Jesse FPL $ $,.0 Ngo, Phuong FLA $ $,0.00 Epstein, Blair M. FLA $0.00. $,.00 TOTALS. $,,0. P = Partner SC = Senior Counsel A = Associate FA = Former Associate FPL = Paralegal FLA = Legal Assistant

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171 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: WHIRLPOOL DISHWASHER FIRE FIRM NAME: CHIMICLES & TIKELLIS LLP EXPENSE SUMMARY REPORT REPORTING PERIOD: Inception through March, 0 DESCRIPTION AMOUNT Expert/Professional Services $,. Travel/Food/Lodging $,0.0 Photocopies - Firm $,0.00 Computer Research $,0. Express Mail $,0. Filing Fees $.00 Subpoena Service $.00 Photocopies - Outside $. Postage $. Telephone/Facsimile $. TOTAL: $,.

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175 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 Jeffrey M. Cohon (CSBN ) Howard Pollak (CSBN ) COHON & POLLAK, LLP 0 Constellation Boulevard, Suite 0 Los Angeles, California 00 Telephone: () -0 Facsimile: () - jcohon@cohonpollak.com Charles S. Fax (pro hac vice) Liesel J. Schopler (pro hac vice) RIFKIN, WEINER, LIVINGSTON, LEVITAN & SILVER LLC Old Georgetown Road, Suite 00 Bethesda, Maryland 0 Telephone: (0) -0 Telecopier: (0) - cfax@rwlls.com lschopler@rwlls.com David H. Weinstein (CSBN ) Robert Kitchenoff (pro hac vice) WEINSTEIN KITCHENOFF & ASHER LLC 0 South Broad St., Suite 0 Philadelphia, Pennsylvania - Telephone: () -00 Telecopier: () - weinstein@wka-law.com kitchenoff@wka-law.com Steven A. Schwartz (pro hac vice) Timothy N. Mathews (pro hac vice) CHIMICLES & TIKELLIS LLP West Lancaster Avenue Haverford, Pennsylvania Telephone: () -00 Telecopier: () - sas@chimicles.com tnm@chimicles.com DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

176 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Nicole D. Sugnet (CSBN ) LEIFF CABRASER HEIMANN & BERNSTEIN, LLP Battery Street, th Floor San Francisco, California - Telephone: () -00 Telecopier: () -0 nsugnet@lchb.com Attorneys for Plaintiffs UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA STEVE CHAMBERS, et al., on behalf of themselves and all others similarly situated, v. Plaintiffs, WHIRLPOOL CORPORATION, et al., Defendants. Case No. :-cv-0-fmo-an Honorable Fernando M. Olguin DECLARATION OF NICOLE D. SUGNET, ESQ. Date: August, 0 Time: :00 a.m. Place: Courtroom 0 I, Nicole D. Sugnet, declare as follows:. I am a partner at the law firm of Lieff, Cabraser, Heimann & Bernstein, LLP ( LCHB ), counsel of record for the Plaintiffs. I am a member in good standing of the bar of the State of California. I submit this declaration in support of Plaintiffs' Motion for Attorneys Fees and Expenses and for Service Awards for Plaintiffs. I have personal knowledge of the facts set forth herein, and if called to testify thereto, I could and would do so competently. II. Background and Experience. LCHB is a national law firm with offices in San Francisco, New York, and Nashville. LCHB s practice focuses on complex and class action litigation DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

177 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 involving product liability, consumer, employment, financial, securities, environmental, and personal injury matters. A copy of LCHB s firm resume, which describes the firm s experience in class action and other complex litigation, can be found at and is not attached hereto given its length. This resume is not a complete listing of all cases in which LCHB has been class counsel or otherwise counsel of record.. In particular, LCHB has extensive experience in the litigation, trial and settlement of class actions in complex economic injury consumer fraud and product defect cases. A sample of current and former such cases in which LCHB and/or its attorneys has served as class counsel include the following: a. In re Volkswagen Clean Diesel Marketing, Sales Practices, and Products Liability Litigation, MDL No. CRB (JSC) (N.D. Cal) (Lead Counsel in a multidistrict litigation arising from Volkswagen s intentional installation of software in its vehicles that falsely reported the vehicles emissions as being lower than actual amounts during testing); b. In re General Motors LLC Ignition Switch Litigation, -MD- (JMF); -MC- (JMF) (Co-Lead Counsel in a multidistrict litigation seeking compensation on behalf of consumers who purchased or leased GM vehicles containing a defective ignition switch); c. Ross v. Trex Co., Inc., No. 0-cv-000 JF (N.D. Cal.) (nationwide partial settlement class involving defective composite decking; final approval of settlement covering part of case granted in 0; final approval of settlement covering remaining case granted in 0); d. In re Imprelis Herbicide Marketing, Sales Practices and Products Liability Litigation, No. :-md-0-gp (E.D. Pa.) (nationwide settlement involving defective herbicide; final approval granted in 0); DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

178 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 e. McLennan, et al. v. LG Electronics USA, Inc., No. :-cv- 00-WJM-MF (D.N.J.) (nationwide settlement involving defective refrigerators; final approval granted in 0); f. Glenz, et al. v. Sharp Electronics Corp., No. :0-cv-0- FSH-MAS (D.N.J.) (nationwide settlement class involving defective projector bulbs; final approval granted 0); g. Carideo, et al. v. Dell, Inc., No. C0- JLR (W.D. Wash.) and Omstead, et al. v. Dell, Inc., No. C0- PJH (N.D. Cal.) (nationwide settlement class involving computer defect; final approval granted in 0); h. Fulford v. Logitech, Inc., No. 0-cv-00 MMC (N.D. Cal.) (nationwide settlement class involving false advertising claims related to remote controls; final approval granted in 0); i. Create-a-Card v. Intuit, No. CV-0- WHA (N.D. Cal.) (nationwide settlement class involving faulty computer code; final approval granted in 00); j. Pelletz v. Weyerhaeuser Company and Advanced Environmental Technologies, Inc., No. C0-0 JCC (W.D. Wash.) (nationwide settlement class involving defective composite decking; final approval granted in 00); k. Grays Harbor Adventist Christian School v. Carrier Corporation, No. CV0- (W.D. Wash.) (Washington class involving defective furnaces certified; nationwide settlement class; final approval granted in 00); l. Weekend Warrior Trailer Cases, Judicial Coordination Proceeding No. (Orange County, CA) (nationwide settlement class involving defective recreational trailers; final approval granted in 00); m. Richina v. Maytag Corp., Case No. CV00 (San Joaquin County, California) (California settlement class involving defective oven panels; final approval granted in 00); DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

179 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 n. Lundell v. Dell, Inc., No. C0-0 JW/RS (N.D. Cal.) (nationwide settlement class involving defective computers; final approval granted in 00); o. Kan v. Toshiba America Information Systems, Inc., No. BC (Los Angeles County, California) (nationwide settlement class involving defective computers; final approval granted in 00); p. Behr Wood Sealant Cases, JCCP Nos. & (San Joaquin County, California) (nationwide settlement class involving defective wood sealant; final approval granted in 00); q. Richison v. American Cemwood Corp., Civil Action No. 00 (San Joaquin County, California) (nationwide litigation class involving defective shingles certified and upheld on writ review; nationwide settlement classes final approval granted in 000 and 00); r. Williams v. Weyerhaeuser Co., Civil Action No. (San Francisco County, California) (California litigation class involving defective siding certified in ; nationwide settlement class final approval granted in 000); s. Delay v. Hurd Millwork Co., No. -0 (Spokane County, Washington) (multi-state settlement class involving defective windows; final approval granted in ); t. Naef v. Masonite, No. CV--0 (Mobile County, Alabama) (nationwide litigation class certified in, nationwide settlement class involving defective siding final approval granted in ); u. Bettner v. Georgia-Pacific, No. CV--0-RGK (Mobile County, Alabama) (nationwide settlement class involving defective siding; final approval granted in ); v. ABS Pipe Cases II, JCCP No. (Contra Costa County, California) (nationwide settlement classes involving defective pipes; final approval granted in through 00); DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

180 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 w. In re: Louisiana-Pacific Co. Inner-Seal Siding Litigation, No. CV-- JO-LEAD (U.S.D.C. Oregon) (nationwide settlement class involving defective siding; final approval granted in ); and x. Cox v. Shell, Civil No., (Obion County, Tennessee) (nationwide settlement class involving defective polybutylene pipes; final approval granted in ).. LCHB s experience in these cases has provided LCHB s attorneys, including myself, with expertise in the legal, factual, management, notice, and administration issues that characterize product defect class actions.. I joined LCHB as an associate in 0 and became a partner in 0. Every year from 0 through 0, Super Lawyers has recognized me as a Northern California Rising Star. Since graduating from the University of California, Hastings College of the Law in 00, I have focused my practice exclusively on consumer class action litigation. The following cases are representative examples of class actions in which I have played or am currently playing a leadership role: a. In re Anthem, Inc. Data Breach Litigation, No. -md-0- LHK (NC) (N.D. Cal.) (Plaintiffs Steering Committee in a multidistrict litigation alleging that Anthem failed to maintain adequate security measures, resulting in a massive data breach compromising highly sensitive personal identifying information of more than 0 million persons); b. James v. UMG Recordings, Inc., No. CV-- (SI) (N.D. Cal.) (Co-Class Counsel in a class action alleging that UMG underpaid royalties to artists for digital downloads; final approval of settlement providing relief for past underpayments as well as a perpetual increase of % for all future royalties granted on April, 0); c. Ebarle v. LifeLock, Inc., No. -cv-00-hsg (N.D. Cal.) (Co- Class Counsel in a class action alleging that LifeLock falsely advertised its identity DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

181 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 theft protection services; preliminary approval of a $ million settlement granted on January 0, 0; pending final approval); d. In re TracFone Unlimited Service Plan Litigation, Case No. - cv-00-emc (N.D. Cal.) (Co-Class Counsel in a class action alleging that TracFone falsely advertised its cell phone plans as providing unlimited data when it imposed secret data caps on the plans, pursuant to which it would throttle (i.e. severely slow down) or suspend consumers data; final approval of a $0 million settlement which included industry-leading business practice changes granted on July, 0); e. Wilkins v. HSBC Bank Nevada, N.A., et al., No. -cv-00 (N.D. Ill.) (Co-Class Counsel in a Telephone Consumer Protection Act class action; final approval of a $,,000 settlement granted on March, 0).. A number of courts in the above cases have praised LCHB s and cocounsel s work. In the HSBC matter, Judge James F. Holderman commented on the excellent work and professionalism of LCHB and its co-counsel. In the UMG case, Judge Illston said that LCHB and its co-counsel have all done a wonderful job for your respective clients in this case. Judge Illston further commented that the case involved] an extraordinarily complicated set of arrangements to make and counsel did a very good job. In the TracFone matter, Judge Chen commend[ed] LCHB and its co-counsel for getting the job done despite having gone through several stages and difficulties in this matter.. My duties in this litigation included legal research and analysis and drafting portions of the oppositions to the motions to dismiss; defending two of the Named Plaintiffs depositions; observing Defendants inspection of a Named Plaintiff s dishwasher; coordinating with Named Plaintiff Jackie Steffes to prepare responses to written discovery; providing training on and overseeing portions of the review of Defendants documents; participating in one of the mediation sessions; DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

182 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 drafting and revising portions of the mediation briefs; and reviewing and revising settlement documents. III. Qualifications of Other LCHB Attorneys. Other LCHB attorneys who have expended a substantial amount of time on this case include the following:. Kristen Law Sagafi, a former partner at LCHB. Ms. Sagafi graduated from Boalt Hall School of Law, University of California, Berkeley in 00 and Ohio Wesleyan University summa cum laude in. She was recognized in The National Law Journal s Plaintiffs Hot List for her success in Grays Harbor Adventis Christian School v. Carrier Corp. The case resulted in a settlement worth $00 million for consumers who had purchased certain Carrier furnaces that were allegedly made with inferior materials that caused them to fail prematurely. In 0, the Recorder recognized her as one of 0 Lawyers on the Fast Track. Ms. Sagafi was recognized by Super Lawyers as a Northern California Super Lawyer in 0 and 0, and prior to that was recognized as a Northern California Rising Star every year from 00 to 0. Ms. Sagafi s duties in this action included coordinating with co-counsel on case strategy; researching, soliciting, and working with experts; participating in all of the mediation sessions, and working with cocounsel and defense counsel in negotiating a settlement.. Aya Winston, a staff attorney at LCHB. Ms. Winston is a 0 graduate of the University of California, Los Angeles School of Law and a 00 graduate of University of California, Los Angeles. Ms. Winston duties included reviewing and analyzing Defendants documents, and also analyzing documents that were coding as hot to select documents to use in particular depositions.. Christen Lawler, a former contract attorney at LCHB. Ms. Lawler is a 0 graduate of the University of San Diego School of Law and a 00 graduate of Duke University. Ms. Lawler assisted in reviewing and analyzing Defendants document production DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

183 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0. Christopher Jordan, a former contract attorney at LCHB. Mr. Jordan is a 00 graduate of Stanford Law School. Mr. Jordan assisted in reviewing and analyzing Defendants document production.. Eduardo Santacana, a former associate at LCHB. Mr. Santacana is a 0 graduate of Harvard Law School and a 00 graduate of Harvard University. Mr. Santacana conducted legal research on Utah causes of actions and drafted portions of the complaint regarding the Utah claims. IV. Overview of LCHB s Efforts in this Action A. Contingent Nature of Action. This matter has required LCHB to spend time on this litigation that could have been spent on other fee-generating work. Because LCHB undertook representation of this matter on a contingency-fee basis, LCHB shouldered the risk of expending substantial costs and time in litigating the action without any monetary gain in the event of an adverse judgment.. If not devoted to litigating this action, from which any remuneration to LCHB is wholly contingent on a successful outcome, the time that LCHB s attorneys and staff spent working on this case could and would have been spent pursuing other potentially fee generating matters. B. LCHB s Lodestar. LCHB has maintained contemporaneous time records since the commencement of this action. Through the date of this declaration, LCHB has worked a total of,. hours in this action, with a total lodestar of $,0,.0 and an overall blended billing rate (lodestar divided by total hours) of $0. per hour.. All attorneys and staff at LCHB are instructed to maintain contemporaneous time records reflecting the time spent on this and other matters. The regular practice at LCHB is for all attorneys and staff to keep contemporaneous time records, maintained on a daily basis, and describing tasks performed in DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

184 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 hour increments. Firm policy requires all staff to enter their time into an electronic timekeeping system on a daily basis.. I carefully reviewed LCHB s time entries in this matter and removed duplicative entries or other erroneous entries, and also exercised billing discretion to remove time billed to administrative tasks. None of this excluded time is included in the lodestar reported in paragraph above.. I also did not include any time spent working on Plaintiffs Motion for Award of Attorneys Fees, or any time spent on researching issues relating to fees in preparation for negotiations or mediations, within the lodestar reported in paragraph above. However, such time was necessarily spent since, without compensation, attorneys would not take on such cases. Moreover, such time required LCHB attorneys and staff to continue to focus on this litigation rather than focusing on other matters. 0. No time billed by paralegals or other LCHB staff is included in the lodestar reported in paragraph above. In addition, I deleted all time by the persons who billed five () or less hours to the matter. Such deleted time includes time billed by partner Jonathan Selbin; partner Jason Lichtman; former paralegal Connor Griffith (the primary LCHB paralegal assigned to the matter); former paralegal Kathryn Murray; senior paralegal Richard Anthony; senior paralegal Todd Carnam; research assistant Nikki Belushko Barrows; and administrative assistant Miriam Gordon.. The total amount of time I deleted is. hours.. Attached hereto as Exhibit A is a true and correct summary by individual of the hours, task code, billing rate, and lodestar for each billers work on this matter through April, 0.. Attached hereto as Exhibit B is the complete detail time for the work performed in this case through April, 0. Redactions have been made where necessary to protected attorney-client privilege, the names of class members, DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

185 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 documents or filings that are confidential or under seal, or undisclosed work product (such as consultation with a non-testifying expert). Please be aware that some of the time entries refer to me by my former name, Nicole D. Reynolds.. LCHB s lodestar will grow slightly as we, along with co-counsel, continue to oversee settlement administration. The claims period will last for several months, and LCHB s commitment of time and labor to this case will continue until (and likely beyond) that date. LCHB, along with co-counsel, will assist Class Members with individual inquiries, will oversee the claims resolution process, and will help resolve Class Member challenges to the result of their claims submissions. Judging by previous experiences, these responsibilities will require substantial hours of work by Class Counsel over the coming months. C. Efforts to Avoid Duplication Among Co-Counsel. I, along with Kristen Law Sagafi, worked closely with co-counsel to divide tasks, ensure efficient case management, and prevent duplication of efforts. By assigning specific tasks among firms, we were able to avoid replicating work. Only where it was necessary to have involvement from all of the firms, such as during the mediations, did such involvement occur. D. LCHB s Billing Rates. The table below lists the LCHB attorneys and professional personnel and their current hourly rates. The hourly rate shown for any attorney or paralegal who is no longer employed with LCHB reflects the last rate that applied at the time of their employment in that position. As I mentioned above, I became a partner at LCHB in 0. For my time working on this litigation which was spent before I became a partner (i.e. while I was an associate), LCHB seeks compensation at my hourly rate in place immediately before my promotion DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

186 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: Name and Position Kristen Law Sagafi Former Partner at LCHB University of California, Berkeley Boalt Hall School of Law, 00 Nicole D. Sugnet Partner at LCHB University of California, Hastings College of the Law, 00 Aya Winston Staff Attorney at LCHB University of California, Los Angeles, 0 Christopher Jordan Former Contract Attorney at LCHB Stanford Law School, 00 Christen Lawler Former Contract Attorney at LCHB University of San Diego, 0 Eduardo Santacana Former Associate at LCHB Harvard Law School, 0 Rate $00 $ (partner rate) $ (associate rate) $ $ $ $0 0. LCHB sets its rates for attorneys and staff members based on a variety of factors, including the following: the experience, skill and sophistication required for the types of legal services typically performed; the rates customarily charged in similar matters in the relevant market; and the experience, reputation and ability of the attorneys and staff members.. In accordance with relevant case law, LCHB determines the rates for its staff attorneys and contract attorneys using the same factors that it determines the rates for all of its attorneys, including associates, partners, and of counsel. See, e.g., Andrews v. Lawrence Livermore Nat. Sec., LLC, No. 0, 0 WL, at * (N.D. Cal. Jan., 0) ( Defendants provide no authority for the proposition that, for purposes of determining reasonable hourly rates, an attorney s DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

187 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 status as a contract attorney, as opposed to his or her employment as an associate, is a proper substitute for evaluating an attorney s actual experience or skills. ); In re: Cathode Ray Tube (Crt) Antitrust Litig., No. :0-CV- JST, 0 WL, at * (N.D. Cal. Jan., 0) ( The legal community now commonly uses contract attorneys. There is not the slightest justification to downgrade their billing rates or not apply a multiplier to them. ); Charlebois v. Angels Baseball LP, F. Supp. d, (C.D. Cal. 0) (quoting In re Tyco Int l, Ltd. Multidistrict Litig., F.Supp.d, (D.N.H.00) (like paralegal time, it is appropriate to bill a contract attorney s time at market rates and count these time charges toward the lodestar. )). That said, LCHB voluntarily capped the billing rates charged by Ms. Winston, Ms. Lawler, and Mr. Jordan at $ for this matter to ensure the reasonableness of the requested fee.. LCHB primarily represents clients on a contingent fee basis, both in class and individual cases. However, LCHB also represents plaintiffs on an hourly basis and is paid according to its then current hourly rates. For example, LCHB s hourly rates were negotiated with and are paid on an hourly basis by sophisticated commercial entities, BlackRock (f/k/a Merrill Lynch Mutual Funds) and Charles Schwab & Co., Inc. LCHB does not bill at different rates for different clients or different types of cases. 0. Courts in this District that have approved LCHB s standard billing rates as reasonable include the following: a. In re A-Power Energy Generation Systems, Ltd. Securities Litig., No. MDL -0-GE (CWx), Dkt. No. (C.D. Cal. Aug., 0) (granting requested attorneys fees); b. In re: Toyota Motor Corp. Unintended Acceleration Marketing, Sales Practices, and Products Liability Litig., No. -ml-0 JVS (FMOx), Dkt. No. (C.D. Cal. June, 0) (awarding requested fees and finding that DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

188 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 [c]lass counsel s experience, reputation, and skill, as well as the complexity of the case justified their rates that ranged from $ to $0); c. White v. Experian Information Solutions, Inc., No. CV 0-0 DOC (MLGx), Dkt. No. (C.D. Cal. June, 0) (approving LCHB s billing rates as justified in light of the attorney s reputation and experience and the prevailing rates in the district); d. Berger v. Property I.D. Corp., No. CV 0--GHK (CWx), Dkt. No. (C.D. Cal. Jan., 00) (awarding requested fees).. Other federal district courts in California that have approved LCHB s standard billing rates as reasonable include the following: a. In re High-Tech Employee Antitrust Litig., No. -cv-00- LHK, Dkt. No. (N.D. Cal. Sept., 0) (approving billing rates, including a billing rate of $0 for a contract attorney who worked solely on document review and analysis); b. In re TracFone Unlimited Serv. Plan Litig., F. Supp. d, 0 (N.D. Cal. 0) (granting requested attorneys fees); c. Nwabueze v. AT&T Inc., No. C 0-0 SI, 0 WL, at * (N.D. Cal. Jan., 0) ( [T]he Court also finds that the rates requested are within the range of reasonable hourly rates for contingency litigation approved in this District. ); d. Vedachalam v. Tata Consultancy Services, Ltd., No. C 0-0 CW, 0 WL, at * (N.D. Cal. July, 0) ( Class Counsel s hourly rates are reasonable in light of their experience (as reflected in their declarations and the declarations of their peers in the field of class action litigation), and the rates charged are comparable to other attorneys in this field. ); e. Ross v. Trex Co., Inc., No. 0-cv-000-JSW, Dkt. No. (N.D. Cal. Dec., 0) (awarding requested attorneys fees); DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

189 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 f. Walsh v. Kindred Healthcare, No. C JSW, 0 U.S. Dist. LEXIS, at * (N.D. Cal. Dec., 0) ( The Court concludes Plaintiffs have shown that the requested rates are reasonable ); g. Brazil v. Dell, Inc., No. 0-cv-00-RMW, Dkt. No. (N.D. Cal. April, 0) (finding that LCHB s billing rates, which included a rate of $ charged by a contract attorney who performed document review and analysis, are reasonable and in line with prevailing rates in this District for personnel of comparable experience, skill, and reputation ); h. In re AXA Rosenberg Investor Litigation, No. -00-JSW, Dkt. No. (N.D. Cal. April, 0) ( The Court has also reviewed Lead Counsel s hourly rates and concludes that these rates are appropriate for attorneys in this locality of Lead Counsel s skills and experience. ); i. Wehlage, et al. v. Evergreen at Arvin, LLP, et al., No. :-cv- 00-CW, 0 WL, at * (N.D. Cal. Oct., 0) ( [T]he billing rates used by Class Counsel to calculate their lodestar are reasonable and in line with prevailing rates in this District for personnel of comparable experience. ); j. Holloway v. Best Buy Co., Inc., No. C-0-0 PJH (MEJ), Dkt. No. (N.D. Cal. Nov., 0) ( The rates used by Class Counsel are reasonable. ); k. Fulford v. Logitech, Inc., No. 0-cv-00 MMC, 0 WL 0, at * (N.D. Cal. Mar., 0) ( The Court further finds that Plaintiff s Counsels hourly rates are reasonable for their skill and the work they performed. ); l. Adams v. Inter-Con Sec. Sys., Inc., No. C-0- MHP, Dkt. No. (N.D. Cal. Feb., 00) (Order Granting Application for Attorneys Fees and Costs, at ) ( The Court has reviewed the hourly rates used by Class Counsel in calculating their lodestar fees and concludes that these rates are appropriate for attorneys in this locality of Class Counsel s skill and experience. ) DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

190 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 E. Careful Assignment of Work. Tasks were delegated appropriately among partners, associate attorneys, paralegals, and other staff according to their complexity. The work performed by staff attorneys, contract attorneys, or associates including document review and analysis was work that required sufficient knowledge of legal concepts and that I or another partner would have had to perform absent such assistance. The staff attorneys and contract attorneys were all qualified to perform substantive legal work based on their training and past experience working as attorneys, including as attorneys outside of LCHB s offices. I and other Class Counsel therefore made every effort to litigate this efficiently by reducing duplication of effort and assigning work to the lowest billing timekeepers where feasible.. Attached as Exhibit C is a chart categorizing the time each biller spent on particular tasks, e.g., discovery, pleadings, settlement, etc. F. LCHB s Costs0.. LCHB maintains all books and records regarding costs expended on each case in the ordinary course of business, which books and records are prepared from expense vouchers and check records. I have reviewed the records of costs expended in this matter.. LCHB has incurred $,. in expenses, which includes LCHB s proportional contributions to the fees associated with deposition transcripts ($,.); proportional contributions to the fees associated with the mediation sessions ($,.); travel costs associated with my and Kristen Law Sagafi s participation in mediation sessions in Boston, MA ($,.); costs and fees associated with experts ($,0.); costs associated with computer research on LEXIS and Westlaw ($,0.); Federal Express and process server or messenger charges ($0.); and internal costs such as printing, copying, and telephone DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

191 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: charges ($,.). Attached as Exhibit D is a report reflecting the costs LCHB incurred in this matter. I declare under penalty of perjury of the laws of San Francisco and the United States that the foregoing is true and correct, and that this declaration was executed in San Francisco, California on April, 0. Nicole D. Sugnet DECLARATION OF N.SUGNET RE ATTORNEYS FEES AND EXPENSES CASE NO. :-CV-0-FMO-AN

192 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: EXHIBIT A

193 Case :-cv-0-fmo-an Document - Filed 0/0/ Page 0 of Page Page of ID #: LIEFF CABRASER HEIMANN & BERNSTEIN, LLP Report created on 0//0 0:0:0 PM From To inception 0/0/ Matter Number: -000 DISHWASHER FIRES - General Matter PARTNER NAME HOURS RATE TOTAL KRISTEN LAW SAGAFI.0.00,.00 NICOLE DIANE SUGNET.0.00,0.00.0,.00 ASSOCIATE NAME HOURS RATE TOTAL CHRISTOPHER JORDAN ,0.0 CHRISTIN LAWLER ,0.00 EDUARDO SANTACANA ,0.00 NICOLE DIANE SUGNET.00.00,.00 AYA WINSTON,.00.00,00.00,.0 0,.0 MATTER TOTALS,.,0,.0

194 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: REDACTED

195 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: EXHIBIT C

196 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: FIRM NAME: Lieff Cabraser Heimann & Bernstein, LLP REPORTING PERIOD: Inception through April, 0 Steve Chambers v. Whirlpool Corporation TIME REPORT () Investigations () Settlement () Discovery () Class Certification () Pleadings, Briefs () Trial & Preparation () Court Appearances & Preparation () Case Management & Litigation Strategy Status Current Hourly Rate Total Cumulative Hours Cumulative Lodestar Name Jordan Christopher A $,0.0 Christin Lawler A $,0.00 Kristen Law Sagafi P $,.00 Eduardo Santacana A $,0.00 Nicole Sugnet A $,.00 Nicole Sugnet P... $,0.00 Aya Winston A $,00.00 TOTAL $,0,.0 Status Partner (P) Associate (A) Paralegal (PL) Administrative Assistant (AA).

197 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: REDACTED

198 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: EXHIBIT TO MOTION FOR AWARD OF ATTORNEYS FEES

199 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #:0 0 David H. Weinstein (CSBN ) Robert Kitchenoff (pro hac vice) WEINSTEIN KITCHENOFF & ASHER LLC 0 South Broad St., Suite 0 Philadelphia, Pennsylvania - Telephone: () -00 Telecopier: () - weinstein@wka-law.com kitchenoff@wka-law.com Attorneys for Plaintiffs UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA STEVE CHAMBERS, et al., on behalf of themselves and all others similarly situated, v. Plaintiffs, WHIRLPOOL CORPORATION, et al., Defendants. Case No. :-cv-0-fmo-an DECLARATION OF ROBERT S. KITCHENOFF IN SUPPORT PLAINTIFFS MOTION FOR AN AWARD OF ATTORNEYS FEES AND REIMBURSEMENT OF EXPENSES I, Robert S. Kitchenoff, declare as follows:. I am a member of Weinstein Kitchenoff & Asher LLC. I submit this declaration in support of Plaintiffs Motion for an Award of Attorneys Fees and Reimbursement of Expenses. I have personal knowledge of the matters set forth in this declaration and, if called as a witness, could and would testify competently H

200 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 thereto.. My firm has acted as counsel for Plaintiffs in this litigation entirely on a contingent fee basis. The background and experience of Weinstein Kitchenoff & Asher LLC and its attorneys are summarized in the curriculum vitae attached hereto as Exhibit A.. Exhibit B sets forth my firm s total hours and attorneys fee lodestar in this litigation, including work performed by the firm s attorneys and professional staff, computed at our historic hourly rates, for the period from February, 0, through March, 0, for work performed at the direction of Co-Lead Counsel.. The total number of hours expended in this litigation by my firm from February, 0 through May, 0, was,.0. The total attorneys fee lodestar for my firm is $,.00. My firm s lodestar amount includes only work assigned by Co-Lead Counsel, and performed by my firm for the benefit of the Plaintiffs.. The hourly rates for my firm s attorneys and professional staff are the same as the usual and customary hourly rates charged by my firm for its services, and at rates we are paid by hourly rate clients.. The total attorney and professional staff time reflected in this declaration is based on my firm s contemporaneous, daily time records regularly prepared and maintained by my firm.. As detailed in Exhibit C, my firm advanced a total of $,. in - -

201 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: 0 unreimbursed costs and expenses in this litigation during the period from April, 0 through May, 0. My firm advanced these costs and expenses with no assurance of repayment.. The costs and expenses incurred in this action are reflected on the books and records of my firm. These books and records are prepared from expense vouchers, check records, and other source materials and represent an accurate record of the costs and expenses incurred. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on this th day of May, 0, at Philadelphia, Pennsylvania. Robert S. Kitchenoff - -

202 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: EXHIBIT A

203 Case :-cv-0-fmo-an Document - Filed 0/0/ Page of Page ID #: WEINSTEIN KITCHENOFF & ASHER LLC Weinstein Kitchenoff & Asher LLC ( WKA ) is a pre-eminent Philadelphia law firm whose attorneys have served as counsel in many of the most significant and successful class action cases in the past years. Its litigators are experienced in five major practice areas: antitrust; consumer protection; securities and derivatives fraud; complex business and commercial litigation; and Whistleblower/False Claims Act litigation. ATTORNEYS DAVID H. WEINSTEIN Mr. Weinstein is the Firm s senior member. He concentrates his practice in litigating complex commercial matters. Since, Mr. Weinstein has represented clients charging some of the nation s largest companies with violating the antitrust, commodities, consumer protection, retirement, R.I.C.O., and securities laws. He has pursued litigation in such varied fields and industries as accounting, cattle and cattle futures, computers, copper, electronic components, healthcare, insurance, law firms, milk, motion pictures, oil and gas, propane, retirement plans, and refuse hauling and recycling. Among other current matters, Mr. Weinstein is court-appointed interim colead counsel for a class of Jewish survivors and the estates and heirs of the Jewish victims of the Holocaust in Hungary. They have sued the Republic of Hungary and the Hungarian National Railways. The claims arise from the defendants participation in crimes against humanity. Mr. Weinstein is also interim co-lead counsel for a proposed class of bondholders who were injured as a result of various banks manipulation of the LIBOR interest rate benchmark. Mr. Weinstein was co-lead counsel in an antitrust class action involving manipulation of the propane market. In that case the court approved a $0 million settlement, which was recently distributed to the class members. In addition, Mr. Weinstein currently represents a lawyer and his firm who were sued in an action brought as a class action. Mr. Weinstein has previously participated in a number of noteworthy matters during his career. Chief among these, he successfully prosecuted a class