Case 1:11-md DLC Document 420 Filed 10/08/13 Page 1 of 18

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1 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 1 of 18 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE ELECTRONIC BOOKS ANTITRUST LITIGATION No. 11-md (DLC) ECF Case This Document Relates to: CLASS ACTION ALL ACTIONS STEVE W. BERMAN S DECLARATION IN SUPPORT OF CLASS COUNSEL S MOTION FOR ATTORNEYS FEES, REIMBURSEMENT OF EXPENSES, AND PARTICIPATION AWARDS FOR NAMED PLAINTIFFS V1

2 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 2 of 18 I, STEVE W. BERMAN, declare as follows: 1. I am the managing partner for the law firm of Hagens Berman Sobol Shapiro LLP ( Hagens Berman ), one of the co-lead counsel of record for Class Plaintiffs in the aboveentitled matter. I have personal knowledge of the matters stated herein and, if called upon, I could and would competently testify thereto. I. THE WORK UNDERTAKEN BY CLASS COUNSEL A. Prosecution of the Case 1. Pre-Filing Preparation and Pre-Consolidation Proceedings 2. Hagens Berman s investigation commenced in or about April 2010, after market prices for titles of the ebooks that the publisher defendants sold all shot up nearly simultaneously by 30 to 50 percent. This highly suspicious pricing behavior caused Hagens Berman to begin analyzing the market and developing the facts eventually pled in the class action. After months of research and consultation with economists specializing in this field, on August 9, 2011, Hagens Berman initiated this antitrust litigation by filing Petru, et al. v. Apple Inc., et al., No. 11-cv EMC, in the Northern District of California. At the time Hagens Berman filed the Petru action, even though the Connecticut and Texas Attorney Generals publicly acknowledged investigating the ebook industry in 2010, no ongoing governmental litigation was publicly known. In fact, the DOJ did not officially acknowledge its investigation of the publishers until December 2011 more than four months after Hagens Berman filed the Petru Action. 3. Alerted to the possible conspiracy by Hagens Berman s complaint, Cohen Milstein began investigating the allegations immediately, aided by Cohen Milstein Partner Kit Pierson s familiarity with and contacts in the publishing industry dating back to his involvement in a successful antitrust suit brought by the American Booksellers Association against the same V1-1 -

3 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 3 of 18 defendants. Drawing on their independent research, Cohen Milstein filed Greene v. Macmillan, No. 11-cv-6019, on August 26, 2011, in the Southern District of New York. 4. A request to consolidate proceedings was filed before the Judicial Panel on Multi- District Litigation, which sent the related actions to this Court on December 9, Hagens Berman and Cohen Milstein, Sellers & Toll PLLC both applied to be appointed as interim lead counsel, a request granted by this Court on December 21, Pleadings and Motions to Dismiss 5. The class filed its consolidated complaint on January 20, The consolidated pleadings did not rely on the details of government investigations in fact, the DOJ and the State Attorneys General did not file their complaints until April The class complaint contained a detailed analysis of defendants public statements about ebook pricing, a detailed description of defendants coordinated actions to stabilize pricing, a list of the relevant participants in the pricing conspiracy, and extensive economic allegations of the pricing in the market, demonstrating the conspiracy s effectiveness. The consolidated complaint alleged violations of the Sherman Act and various state laws. 6. In March 2012, defendants moved to dismiss the entire complaint. The five publisher defendants argued that plaintiffs had made no direct allegations of an explicit agreement and that the allegations of parallel conduct alone could not give rise to a plausible inference of a conspiracy. Apple filed its own motion arguing that plaintiffs did not and could not plausibly allege that Apple participated in any conspiracy among publishers, given Apple s status as a new entrant in the ebook market. Plaintiffs opposed both of these motions. The Court denied the motions to dismiss on May 15, 2012, in a detailed 56-page opinion. 7. At the same time all defendants were moving to dismiss the complaint, one publisher defendant Penguin moved to compel arbitration of the civil plaintiffs claims and V1-2 -

4 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 4 of 18 stay proceedings in this Court. Penguin argued that class members agreed in their purchase agreements with Amazon or Barnes & Noble to arbitrate any disputes related to their purchases of ebooks even where the claims alleged wrongdoing only by third parties to the arbitration agreements, rather than Amazon or Barnes & Noble themselves. 8. Plaintiffs opposed this motion, proffering voluminous testamentary evidence including: (i) a declaration from an expert economist estimating that it would approach or exceed one million dollars to retain an economist to testify in this case; (ii) declarations from twelve attorneys stating that unless the option of class-action litigation or arbitration of plaintiffs claims existed, the claimants statutory rights against Penguin would not likely be vindicated; (iii) declarations from the twenty named plaintiffs in the action stating they would not hire an attorney to arbitrate their individual claims and that bringing their claims on an individual basis would not be practical. 9. This Court denied Penguin s motion to stay proceedings and compel arbitration on June 27, Penguin filed an appeal to the Second Circuit, which was held in abeyance pending the U.S. Supreme Court s decision in American Express Co. v. Italian Colors Restaurant. 1 Penguin withdrew its appeal upon the parties settlement in this action. 3. Document and Written Discovery 10. Although the DOJ and State Attorneys General had not filed litigation at the time the civil plaintiffs began this case, the filing of the governmental actions and the mutual desire for an expedited discovery schedule in this case underscored the importance of cooperation. Class Counsel, the State Attorneys General, and the DOJ worked in an integrated and cooperative fashion on all discovery. The negotiation of discovery limits, ESI protocols, 1 Am. Express Co. v. Italian Colors Rest. U.S., 133 S. Ct (2013) V1-3 -

5 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 5 of 18 custodians, and search terms required extensive discovery conferences with all parties. Defendants eventually produced over 13 million pages of documents. Precisely, defendants collectively produced 13,123,309 pages of documents. The process of culling and reviewing over 13 million pages of documentary evidence necessarily entailed educating, managing, and coordinating attorneys across all plaintiffs. 11. Class Counsel coordinated at all times with the DOJ and State Attorneys General to prevent duplication of effort. Class Counsel s team of attorneys were integrally involved in the view of these documents and prepared memoranda, digests, and summaries to identify critical documents, analyze the emerging conspiratorial record, and communicate their findings to the governmental plaintiffs. These documents eventually became deposition exhibits, trial exhibits, and exhibits to various motions filed with the Court. 12. Substantial written discovery also occurred in this case. Class Plaintiffs served a total of 22 interrogatories on defendants, six requests for admission, and 102 requests for production for documents. Defendants, likewise, served extensive written discovery on class plaintiffs 33 interrogatories and 31 requests for production of documents. Again, the Class, States, and DOJ coordinated written discovery in order to serve non-duplicative discovery covering all issues that plaintiffs believed was necessary. 13. In addition to acquiring millions of documents from defendants, Class Plaintiffs fought for and obtained large amounts of transactional data from both defendants and third parties. Recognizing the import of transactional data to any class-certification motion, damages, and anticompetitive-effects analysis, Class Plaintiffs took the lead in negotiating the production of transactional data. Fourteen third parties (major distributors and retailers of books) produced transactional data relevant to the claims in this case. The third parties included: Amazon Inc., V1-4 -

6 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 6 of 18 Baker & Taylor, Barnes & Noble, Books-A-Million, CableVision, Google, Ingram, Kobo, Microsoft, OverDrive, Random House, ReaderLink, Sony Corp., Sony Electronics Inc., and Wal- Mart. 14. The six defendants themselves also produced hundreds of thousands of transaction-by-transaction data to plaintiffs. At the trial in United States v. Apple, Inc., Apple s counsel characterized the data as the largest and most comprehensive database of transactional ebook sales, and Dr. Gilbert, an expert testifying on behalf of the United States, agreed that he was not aware of a larger database. 15. Class Counsel s efforts also helped secure robust documentary evidence from third parties in addition to the transactional data over 3.3 million pages of documents describing pricing strategy and polices of these various third parties as well as market information potentially relevant to the alleged conspiracy. 4. Depositions 16. Class Counsel also played a significant role in nearly all of the depositions. In all, forty-seven party depositions and nine third-party depositions took place. As this Court instructed at the outset, merits and class discovery proceeded in tandem, and Class Counsel was well aware that no fact witness would be re-deposed absent an extremely strong showing. Moreover, because of the possibility that the government plaintiffs could reach settlements at any time with any or all of the Defendants (as they ultimately did with all of the Publisher Defendants), Class Counsel had to be fully prepared to litigate this matter and proceed to trial with or without the government s involvement. While Class Counsel worked with government counsel in an extremely efficient manner indeed, this is almost a paradigmatic example of effective cooperation between government and private counsel Class Counsel was aware that V1-5 -

7 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 7 of 18 they had to be able to move forward with the litigation expeditiously and capably at all times if the Justice Department, or the States, reached settlements. 17. Class Counsel attended all but eight of these depositions and questioned the witnesses at nearly half of the depositions. Class Counsel separately examined the witnesses at 22 of the 47 party depositions and three of the nine third-party depositions. 18. Beyond coordinating with the DOJ and State Attorneys General, however, Class Counsel also took the lead on several critical depositions. For example, recognizing the heightened burden for damages and impact that the class would face (over the state and federal governments), Class Counsel took charge of deposing Penguin and Macmillan s expert economist Dr. Daniel Rubinfeld. Class Counsel also led the questions for critical depositions such as David Shanks, Penguin s Chief Executive Officer (both in his personal capacity and as a Rule 30(b)(6) witness testifying about Penguin s pricing policies); John Makinson, Chairman and Chief Executive Officer of Penguin s parent company, Pearson PLC; Tim McCall, Penguin s Vice President of Online Sales; and Alex Gigante, Penguin s General Counsel. 19. As with the other areas of discovery, Class Counsel assisted in preparing for depositions, shared work product with the other plaintiffs groups and ensured as much as possible the efficient conduct of the depositions. 5. Expert Discovery and Trial Preparation 20. Although on October 26, 2012, the Court de-linked class certification from the other issues in the case, this schedule change occurred only three weeks before plaintiffs were scheduled to file their class-certification motion. By the time the Court extended the classcertification deadline, Class Counsel had already dedicated hundreds of hours developing the facts and obtaining the data for their expert and consultants to prepare a robust analysis of the ebook industry, pricing and the impact of defendants conspiracy. And as Class Counsel recently V1-6 -

8 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 8 of 18 explained to the Court in the context of Apple s request to do-over discovery Counsel spent about a year pursuing discovery needed for liability, class certification and damages all at the same time. This abbreviated schedule required focus, efficiency and coordination all of which Class Counsel used with great success. 6. Mediation and Settlement 21. The State Attorneys General s entrance early in this case was announced with the simultaneous filing of a complaint against the HarperCollins, Hachette, and Simon & Schuster publisher defendants along with a settlement agreement and request for preliminary approval on August 29, The settling States filed their complaint and settlements on April 2012 nine months after the original class Petru complaint. This early settlement did not include the state of Minnesota, and Class Counsel continues to represent that state s consumers. 22. After this early settlement, thirty-three State Attorneys General filed suit against the remaining defendants (Penguin, Macmillan, and Apple) and litigated alongside the DOJ and the Class. While these three plaintiffs groups cooperatively litigated alongside each other, the State Attorneys General and the Class Plaintiffs also jointly entered into settlement negotiations with some of the defendants. 23. This litigation presented a rare paradigm, where the States and the Class agreed to jointly negotiate settlement with the defendants and cooperated extensively in an effort to accept only a total consumer-compensation amount that both the State Attorneys General and the Class would support. The parties negotiated these joint settlements with the Penguin and Macmillan defendants to have at least 100 percent of the single damages attributable to those defendants sales totaling $95 million returned to class members. They negotiated attorneys fees and expenses, participation awards to the class representatives, and payments to the States separately and in addition to this consumer compensation V1-7 -

9 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 9 of The State Attorneys General and Class Plaintiffs negotiated these settlements over a period of months. Macmillan, the State Attorneys General, and Class Plaintiffs executed a joint settlement agreement on April 25, The Penguin settlement followed a similar process where the Class Plaintiffs and the State Attorneys General met in Texas to negotiate with the Penguin defendants on May 16, The interested parties reached an agreement in principle that day but negotiated the settlement papers jointly over the coming weeks. Penguin, the State Attorneys General and Class Plaintiffs executed a joint settlement agreement on May 20, Finally, Class Plaintiffs participated in a mediation before Judge Kimba Woods on April 16, 2013, where they alone settled with the HarperCollins, Hachette and Simon & Schuster defendants, on behalf of the Minnesota class. This trio of defendants and Class Plaintiffs executed a settlement agreement on June 20, Given the unique nature of the negotiations with the Penguin and Macmillan defendants (coordinated between the State Attorneys General and the Class), and to ensure that Class members interests were the sole consideration in negotiations over the consumer funds, the parties agreed they would negotiate costs, attorneys fees, and payments to the States separately from consumer compensation. II. EXPERIENCE AND QUALIFICATIONS OF THE HAGENS BERMAN ATTORNEYS 27. Hagens Berman is a fifty-five lawyer firm, with offices in New York, Seattle, Washington D.C., Boston, Berkeley, Los Angeles, Phoenix, Chicago and Colorado. Since its founding in 1993, Hagens Berman has represented plaintiffs in a broad spectrum of complex, multi-party antitrust cases. The lead attorneys from Hagens Berman in this action were Steve Berman and Jeff Friedman. Details regarding other attorneys at Hagens Berman who assisted in litigating this action can be found in the attached résumé of Hagens Berman V1-8 -

10 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 10 of Steve Berman: Mr. Berman helped start the firm in 1993, and is the managing partner. He has served as lead or co-lead counsel in antitrust, securities, consumer, products liability, employment class actions, and complex litigations throughout the country, including MDL actions throughout the country. For example, Mr. Berman was the lead trial lawyer in In re Pharm. Indus. Average Wholesale Price Litig., MDL No (D. Mass.). He tried the class case against four manufacturers and successfully argued the appeal from the trial before the First Circuit. Mr. Berman was also the lead counsel in New England Carpenters v. First DataBank, et al., No PBS (D. Mass.), on behalf of a nationwide class of private payors that purchased prescription brand name drugs. Hagens Berman achieved a $350 million settlement eleven days before trial was scheduled to start. Mr. Berman was also lead counsel In re Charles Schwab Corp. Secs. Litig., No. 08-cv (N.D. Cal.), a recent securities class action before the Honorable William Alsup, United States District Court, Northern District of California, that settled while arguing in limine motions for approximately $235 million or a 42.5% recovery for the federal class and an 80% recovery for the California class, once again on the eve of trial. Recently, in In re Toyota Motor Corp. Unintended Acceleration Mktg., Sales Practices, and Prods. Liab. Litig., No. 8:10ML2151 JVS (FMOx) (C.D. Cal.), Judge James V. Selna sua sponte identified Mr. Berman as a presumptive co-lead counsel when Judge Selna was assigned the Toyota MDL. Perhaps most notable is Mr. Berman s role as a special assistant attorney general for the states of Washington, Arizona, Illinois, Indiana, New York, Alaska, Idaho, Ohio, Oregon, Nevada, Montana, Vermont, and Rhode Island in the landmark Tobacco Litigation. That case resulted in the largest settlement in history, a settlement that occurred while Mr. Berman was in trial in State of Washington v. Philip Morris, et al V1-9 -

11 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 11 of Jeff Friedman: Mr. Friedman is a member of Hagens Berman and a former Assistant United States Attorney ( AUSA ), Criminal Division, for the United States Attorney s Office, Central District of California. As an AUSA, Mr. Friedman tried numerous jury trials and prosecuted complex white collar fraud cases and large narcotics organizations. Mr. Friedman s experience as lead or co-lead counsel in cases in the media and technology sector includes: In re Electronic Books Antitrust Litig., No. 11-mc (S.D.N.Y.) and In re Optical Disk Drive Prods. Antitrust Litig., No. 10-cv-2143-RS (N.D. Cal.). Mr. Friedman has also been extensively involved in the firm s representation of government entities, successfully recovering hundreds of millions of dollars for these cash-strapped entities. A recent series of cases include government entities seeking to recover monies wrongfully paid due to a scheme McKesson Corp. perpetrated. These cases include the San Francisco Health Plan v. McKesson Corp., No. 1:08-CV PBS (D. Mass.); State of Utah v. McKesson Corp., No. CV SI (N.D. Cal.); The Commonwealth of Virginia v. McKesson Corp. et al., No. CV SI (N.D. Cal.) and; State of Oregon v. McKesson Corp., No. CV SI (N.D. Cal.). III. ATTORNEYS FEES AND EXPENSES CALCULATION OF HAGENS BERMAN S LODESTAR AND COSTS 30. Hagens Berman s lodestar is calculated based on the current hourly rates of the firm. These hourly rates are based on regular and ongoing monitoring of prevailing market rates in New York for attorneys of comparable skill, experience and qualifications. 31. Hagens Berman s lodestar is $3,089, as of October 1, A breakdown of the lodestar by lawyer or paraprofessional is as follows: NAME POSITION HOURS RATE TOTAL AMOUNT Adrian Garcia Paralegal Assistant 18 $ $ 2, Alexander Bott Contract Attorney 132 $ $ 39, Anthony Shapiro Partner 43.3 $ $ 34, V1-10 -

12 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 12 of 18 NAME POSITION HOURS RATE TOTAL AMOUNT Brian Miller Paralegal $ $ 229, Erin Flory Partner 81.3 $ $ 52, George Sampson Partner $ $ 179, Jason Zweig Partner $ $ 69, Jeaneth Decena Paralegal $ $ 110, Jeff Friedman Partner $ $ 1,195, Jeff Lang Associate $ $ 494, Jennifer Connolly Partner 48.1 $ $ 30, Megan Waples Associate $ $ 34, Meghan Lang Associate $ $ 172, Robert Haegele Paralegal $ $ 6, Shana Scarlett Partner $ $ 147, Steve Berman Managing Partner $ $ 141, Steve Fimmel Associate $ $ 148, TOTAL $ 3,089, Detailed and contemporaneously prepared time records supporting this summary are available, if requested by the Court. 33. Hagens Berman has directly expended a total of $91, in unreimbursed litigation expenses in prosecuting this litigation. They are the type of expenses typically billed by attorneys to paying clients in the marketplace, and include such costs as fees paid or incurred to experts, computerized research and other services, and travel in connection with this litigation through October 1, These expenses are broken down as follows: HAGENS BERMAN EXPENSES Description of Costs Amount Airfare $16, Conference Call Fees $ Court Filing Fees $ Court Reporters/Deposition and Hearing Transcripts $ Expert Fees $22, Hotel $14, V1-11 -

13 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 13 of 18 HAGENS BERMAN EXPENSES Description of Costs Amount Internal Printing/Copies $1, Meals $5, Messenger / Process Service $1, Online Services/Legal Research (Pacer, Lexis/Nexis, Online Document Storage) $8, Outside Copy Service $72 Overnight Delivery Service $3, Parking $ Pro Hac Vice Applications $ Professional Services $9, Transportation $4, TOTAL $91, Hagens Berman has also held the litigation fund in this litigation which was funded by both co-lead firms. This litigation fund was used to pay certain expenses typically billed by attorneys to paying clients in the marketplace, such as expert costs, online document storage, and other services. The expenses paid from this litigation fund through October 1, 2013 total $582, and are broken down as follows: LITIGATION FUND EXPENSES Description of Costs Amount Conference Call Fees $ 6, Court Reporters/Deposition and Hearing Transcripts $ 41, Expert Fees $ 384, Mediation Fees $ 26, Messenger / Process Service $ 2, Online Services/Legal Research (Pacer, Lexis/Nexis, Online Document Storage) $ 108, Outside Copy Service $ Overnight Delivery Service $ V1-12 -

14 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 14 of 18 LITIGATION FUND EXPENSES Description of Costs Amount Professional Services $ 11, TOTAL $ 582, In total, through both direct expenditures and the litigation fund, the books and records of my firm reflect expenses in the amount of $673, in unreimbursed litigation expenses in prosecuting this litigation. The litigation expenses incurred in prosecuting this case are reflected in the books and records of this firm. These books and records are prepared from expense vouchers and check records and are an accurate record of the expenses incurred. 36. The expertise and experience of lead counsel is another important factor in setting a fair fee. As demonstrated by our firm résumé, Hagens Berman employs some of the most experienced and skilled practitioners in the complex litigation field, and has long and successful track records in such cases. Hagens Berman is a nationally-recognized law firm, with offices in New York, Seattle, Washington D.C., Boston, Berkeley, Los Angeles, Phoenix, Chicago and Colorado. We have been rated by the National Law Journal in the top ten of plaintiffs firms in the country. The firm has extensive experience litigating complex class actions asserting claims of securities, investment fraud, product liability, tort, antitrust, consumer fraud, employment, environmental, and ERISA cases. Moreover, the fact that Hagens Berman has demonstrated a willingness and ability to prosecute complex cases such as this was undoubtedly a factor that encouraged defendants to engage in settlement discussions, and added valuable leverage in the negotiations, ultimately resulting in the recovery for the class. IV. PARTICIPATION AWARDS FOR THE NAMED PLAINTIFFS 37. The named representatives have spent a significant amount of time assisting in the litigation of this case. Attached to my declarations are sworn statements from each representative V1-13 -

15 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 15 of 18 seeking a participation award, attesting to the time expended and tasks undertaken during the course of this litigation. Plaintiffs seek an award for the named representatives as follows: Class Representative Name (State) Hours Spent Hourly Rate Value of Time Spent Award Requested Albert, Lauren (NY) 22.5 $ $ $ Brooks, Kimberly (TN) $23.00 $ $ Brown, Aloysius J. (IL) 104 $75.00 $ $ Campbell, Steven (UT) 68 $21.29 $ $ Davis, Shane (OR) 20 $70.00 $ $ A) $21.55 (adjusted A) $ A) $ for inflation) Friedman, Thomas (FL) 35 B) $7.79 (FL min. wage) B) $ B) $ Gilstrap, Christian (AZ) 27 $ $ $ A) $33.00 (adjusted A) $ A) $ for inflation) Gordon, Sue Ellen (SC) 24 B) $7.25 (SC min. wage) B) $ B) $ Hamelin, Ronna (NH) A) $21.40 (adjusted A) $ A) $ for inflation) 20 B) $7.25 (NH min. wage) B) $ B) $ Hosking, Matthew (MT) 33 $32.25 $ $ Mathis, Marcus (MS) 32 $54.53 $ $ Moyer, Jessica (WI) 24 $45.00 $ $ Nesmith, James (NM) 48 $51.20 $2, $ Pelton Sr., Charles (SD) 60 $140 $ $ Petru, Anthony (CA) 26.5 $ $19, $ Rinaldi, Anne (IA) 26 $13.00 $ $ Roberts, Sue (NC) 25 A) $49.55 (adjusted for inflation) B) $7.25 (NC min. A) $ B) $ A) $ B) $ V1-14 -

16 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 16 of 18 Class Representative Name (State) Hours Spent Hourly Rate Value of Time Spent Award Requested wage) A) $42.15 (adjusted A) $ A) $ for inflation) Tyler, Cynthia (CA) 28.5 B) $8.95 (OR min. wage) B) $ B) $ A) $20.90 (adjusted A) $ A) $ for inflation) Urbanec, Diane (NE) 101 B) $7.25 (NE min. wage) B) $ B) $ Warner, Laura (KS) 20 $40.00 $ $ V. EXHIBITS 38. Attached are true and correct copies of the following exhibits: Exhibit 1: Exhibit 2: Exhibit 3: Exhibit 4: Exhibit 5: Exhibit 6: Exhibit 7: Exhibit 8: Exhibit 9: Hagens Berman Sobol Shapiro LLP Firm Résumé; 2012 National Law Journal Billing Survey: Declaration of Named Plaintiff Lauren Albert in Support of Request for Participation Award; Declaration of Named Plaintiff Kimberly Brooks in Support of Request for Participation Award; Declaration of Named Plaintiff Aloysius J. Brown in Support of Request for Participation Award; Declaration of Named Plaintiff Steven Campbell in Support of Request for Participation Award; Declaration of Named Plaintiff Shane Davis in Support of Request for Participation Award; Declaration of Named Plaintiff Thomas Friedman in Support of Request for Participation Award; Declaration of Named Plaintiff Christian Gilstrap in Support of Request for Participation Award; V1-15 -

17 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 17 of 18 Exhibit 10: Exhibit 11: Exhibit 12: Exhibit 13: Exhibit 14: Exhibit 15: Exhibit 16: Exhibit 17: Exhibit 18: Exhibit 19: Exhibit 20: Exhibit 21: Exhibit 22: Declaration of Named Plaintiff Sue Ellen Gordon in Support of Request for Participation Award; Declaration of Named Plaintiff Ronna Hamelin in Support of Request for Participation Award; Declaration of Named Plaintiff Matthew Hosking in Support of Request for Participation Award; Declaration of Named Plaintiff Marcus Mathis in Support of Request for Participation Award; Declaration of Named Plaintiff Jessica Moyer in Support of Request for Participation Award; Declaration of Named Plaintiff James Nesmith in Support of Request for Participation Award; Declaration of Named Plaintiff Charles Pelton, Sr. in Support of Request for Participation Award; Declaration of Named Plaintiff Anthony Petru in Support of Request for Participation Award; Declaration of Named Plaintiff Anne Rinaldi in Support of Request for Participation Award; Declaration of Named Plaintiff Sue Roberts in Support of Request for Participation Award; Declaration of Named Plaintiff Cynthia Tyler in Support of Request for Participation Award; Declaration of Named Plaintiff Diane Urbanec in Support of Request for Participation Award; and Declaration of Named Plaintiff Laura Warner in Support of Request for Participation Award; I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. Executed this 7th day of October 2013, at Seattle, Washington. /s/ Steve W. Berman STEVE W. BERMAN V1-16 -

18 Case 1:11-md DLC Document 420 Filed 10/08/13 Page 18 of 18 CERTIFICATE OF SERVICE I hereby certify that on October 7, 2013, I electronically filed the foregoing document using the CM/ECF system which will send notification of such filing to the addresses registered in the CM/ECF system, as denoted on the Electronic Mail Notice List, and I hereby certify that I have caused to be mailed a paper copy of the foregoing document via the United States Postal Service to the non-cm/ecf participants indicated on the Manual Notice List generated by the CM/ECF system. /s/ Steve W. Berman STEVE W. BERMAN V1-17 -

19 Case 1:11-md DLC Document Filed 10/08/13 Page 1 of 81 EXHIBIT 1

20 Case 1:11-md DLC Document Filed 10/08/13 Page 2 of 81 HAGENS BERMAN SEATTLE 1918 EIGHTH AVENUE SUITE 3300 SEATTLE, WA TELEPHONE FACSIMILE BOSTON 55 CAMBRIDGE PARKWAY SUITE 301 CAMBRIDGE, MA TELEPHONE FACSIMILE CHICAGO 1144 W. LAKE STREET SUITE 400 OAK PARK, IL TELEPHONE FACSIMILE COLORADO SPRINGS 2301 E. PIKES PEAK AVENUE COLORADO SPRINGS, CO TELEPHONE FACSIMILE LOS ANGELES 301 NORTH LAKE AVENUE SUITE 203 PASADENA, CA TELEPHONE FACSIMILE MINNEAPOLIS 5001 CHOWEN AVENUE S. SUITE 2000 MINNEAPOLIS, MN TELEPHONE FACSIMILE NEW YORK ONE PENN PLAZA 36TH FLOOR NEW YORK, NY TELEPHONE FACSIMILE PHOENIX 11 WEST JEFFERSON STREET SUITE 1000 PHOENIX, AZ TELEPHONE FACSIMILE SAN FRANCISCO 715 HEARST AVENUE SUITE 202 BERKELEY, CA TELEPHONE FACSIMILE WASHINGTON, D.C K STREET, NW SUITE 300 WASHINGTON, D.C TELEPHONE FACSIMILE