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1 Case3:12-cv RS Document103-7 Filed05/15/14 Page1 of Leonard B. Simon (State Bar No ) LAW OFFICES OF LEONARD B. SIMON 655 West Broadway, Suite 1900 San Diego, CA Telephone: 619/ Facsimile: 619/ Attorneys for Plaintiffs and the Proposed Class UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION IN RE: WARNER MUSIC GROUP CORP. DIGITAL DOWNLOADS LITIGATION CASE NO. 12-CV-0559-RS CLASS ACTION DECLARATION OF LEONARD B. SIMON IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES, LITIGATION COSTS, AND INCENTIVE AWARDS (Assigned to the Honorable Richard Seeborg) [Complaint Filed: February 2, 2012] Date: October 2, 2014 Time: 2:30 p.m. Crtrm.: LEONARD B. SIMON declares: 1. I am the Principal of the Law Offices of Leonard B. Simon, one of the attorneys of record for Plaintiffs and the Class ( Plaintiffs ). I am an attorney duly admitted to practice before this Court and am a member in good standing of the State bars of California, New York, and District of Columbia. 2. I was personally responsible for the handling of this matter at my law firm. I am personally familiar with the facts set forth in this declaration. If called as a witness I could and CASE NO. 12-CV-0559-RS DECLARATION OF LEONARD B. SIMON IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES, LITIGATION COSTS AND INCENTIVE AWARDS

2 Case3:12-cv RS Document103-7 Filed05/15/14 Page2 of would competently testify to the matters stated herein. I make this declaration in support of Plaintiffs Motion for Attorneys Fees, Litigation Costs, and Incentive Awards. I. The Work Performed by My Firm A. Background and Experience 3. I am the Principal of Law Offices of Leonard B. Simon. I have been involved in complex litigation since My office is in San Diego. I am also Of Counsel to Robbins Geller Rudman & Dowd, and was a senior partner for many years in that firm and its predecessors. 4. Attached hereto as Exhibit A is a true and correct copy of my resume. I have been involved in some of the most successful and important class action lawsuits in the United States. For example, I served as co-lead counsel in In re Nasdaq Market Makers Antitrust Litigation (S.D.N.Y.), settled for over $1 billion dollars. I served as one of the Core Group attorneys who led plaintiffs effort in In re Washington Public Power Supply System (W.D. Wash, later transferred D. Ariz) which settled during trial for over $600 million. I served as co-lead counsel in In re Lincoln Savings/American Continental Corp. Securities Litigation (D. Az), which was tried to a one billion dollar verdict and also generated pre-trial settlements exceeding $200 million. I have argued and won cases in the Ninth Circuit and the U.S. Supreme Court. I have litigated dozens upon dozens of class actions. B. Litigation and Settlement of the Warner Action 5. During the early course of this litigation, I was among the lawyers who initiated this litigation. The claims of various potential plaintiffs were reviewed, and a complaint was drafted. I was familiar with these issues from initiating the case of James v. UMG Recordings, Inc., CV SI, a few months earlier, in which I am co-lead counsel. 6. On June 1, 2012, this Court consolidated five related actions in this litigation and appointed Pearson, Simon, & Warshaw LLP; Lieff, Cabraser, Heimmann & Bernstein LLP; Phillips, Erlewine & Given LLP; Hausfeld LLP; and Kiesel Law LLP as interim co-lead class counsel (Dkt. No. 48). I supported that leadership structure, and have assisted that leadership throughout the litigation, including coordinating the work in this case with James v. Universal, 2 CASE NO. 12-CV-0559-RS DECLARATION OF LEONARD B. SIMON IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES, LITIGATION COSTS AND INCENTIVE AWARDS

3 Case3:12-cv RS Document103-7 Filed05/15/14 Page3 of supra. I have kept separate time records for this case and for James, as well as for a parallel case against EMI, Davis v. EMI Group Ltd., 12-CV YGR. 7. I understand that several other law firms will also be submitting time and expenses in this case for work that their respective law firms performed. All time and expenses submitted on behalf of my firm are separate and non-duplicative of any time and expenses submitted by the other firms. 8. Although I was not a lead counsel in this case, I assisted the leads in several respects. I consulted with the leads over litigation strategy, and later settlement strategy. I spent time on the drafting of the complaint, the organization of lead counsel, and the coordination of this case with James and with Davis. Once defendants expressed an interest in settling this matter, I was engaged in numerous discussion of the terms of a settlement. 9. The settlement negotiations in this case were complex and contentious, and it took nearly two years for the parties to come to an agreement and formalize it into a settlement agreement. Throughout these negotiations, I was actively involved in the strategy of plaintiffs counsel, discussing the matter numerous times with Daniel Warshaw, Bruce Simon, Cliff Pearson, David Given and others. We discussed the offers being made by defense counsel, the posture of the mediator, the Hon. Daniel Weinstein, and the views of various of plaintiffs counsel as to how to structure our settlement demands. Because the parallel James case was more advanced and because of my lead role there, I was very familiar with the issues in this industry regarding digital music, the economics of damages and settlement, and the workings of various potential settlement structures for this case. I believe that I aided the other plaintiffs counsel in ultimately reaching a good settlement. The process was very challenging, with several junctures in which it appeared that settlement would not occur and litigation would resume. 10. Throughout this period I shared my views with the other counsel, endeavored to get the best possible settlement for the class, but tried not to duplicate the efforts of others. My work in this case was non-duplicative, benefitted the Class, and should be fully compensated CASE NO. 12-CV-0559-RS DECLARATION OF LEONARD B. SIMON IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES, LITIGATION COSTS AND INCENTIVE AWARDS

4 Case3:12-cv RS Document103-7 Filed05/15/14 Page4 of II. My Law Firm s Lodestar for Work Performed in This Litigation 11. A true and correct summary of my total hours billed on this case and my hourly rate is attached in a Summary Report as Exhibit B. The report indicates a total lodestar of $51,150.00, reflecting a total of 66 hours at $775 per hour. This summary was prepared from contemporaneous time records. All work reported was done by me, and was performed on a wholly contingent basis. 12. The work reflected on Exhibit B can be further described as follows. The research was done before the case was filed, as Mr. Given and I looked at the industry and determined whether a case could be brought against Warner. The time spent on pleadings, meetings/strategy and case management was primarily in the period when the complaints were drafted and filed, and a strategy for consolidation and appointment of lead counsel was agreed upon. The time spent on settlement was the time I devoted to the case once Warner indicated a desire to go to mediation. As described in paragraph 9 above, I was centrally involved in settlement negotiations in the parallel case of James, and for that reason plus my responsibilities in this case, I consulted closely with co-counsel throughout the long settlement negotiation here, reviewing proposals, reviewing language, and discussing strategy with Mr. Warshaw, Mr. Given and others. 13. The hourly rate charged by me herein is my standard hourly rate, and the same rate charged for my time by the law firm of Robbins Geller Rudman and Dowd, to which I am Of Counsel. My hourly rates have been approved by many court on many occasions. 14. Based on my experience and practice, I believe my hourly rate is consistent with the rates charged in the San Francisco, Los Angeles and San Diego legal markets for attorneys of similar caliber and experience engaged in complex litigation. 15. Because of my non-lead role in this case, my out of pocket expenses are de minimis and I waive them. 16. Based on my professional experience, and taking into consideration the risks of continued litigation as compared to the relief granted by the Settlement, it is my opinion that the 4 CASE NO. 12-CV-0559-RS DECLARATION OF LEONARD B. SIMON IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES, LITIGATION COSTS AND INCENTIVE AWARDS

5 Case3:12-cv RS Document103-7 Filed05/15/14 Page5 of Settlement is fair, adequate, and reasonable, and in the best interests of the Class. It is also my opinion that the time I spent on the case was reasonable, valuable and in the best interests of the class. I declare under penalty of perjury under the laws of California and the United States of America that the foregoing is true and correct. Executed on May, 2014, in San Diego, California LEONARD B. SIMON CASE NO. 12-CV-0559-RS DECLARATION OF LEONARD B. SIMON IN SUPPORT OF PLAINTIFFS MOTION FOR ATTORNEYS FEES, LITIGATION COSTS AND INCENTIVE AWARDS

6 Case3:12-cv RS Document103-7 Filed05/15/14 Page6 of 10 EXHIBIT A

7 Case3:12-cv RS Document103-7 Filed05/15/14 Page7 of 10 LEONARD B. SIMON 655 West Broadway, Suite 1900 San Diego, CA Phone (619) CURRENT EMPLOYMENT Law Offices of Leonard B. Simon P.C., San Diego. I am engaged in complex civil litigation, trial and appellate, principally in the areas of securities, antitrust and consumer class actions, and also some sports-related litigation. Of Counsel, Robbins, Geller, Rudman & Dowd, LLP, San Diego. I was previously an associate, partner and managing partner of this firm and its predecessors, and now spend part of my time as Of Counsel. The firm s practice emphasizes complex civil litigation. I have handled trials and appeals in federal and state courts throughout the United States, including the U. S. Supreme Court. Adjunct Professor of Law, Duke University and the University of San Diego. I teach one course every academic year at one of these law schools, either Complex Civil Litigation or Sports and the Law. I have also taught at USC Law School and lectured at Stanford Business School, UCLA Law School and Thomas Jefferson Law School. PRIOR EMPLOYMENT Attorney, Arnold & Porter, Washington, D.C., Complex litigation, primarily in the federal courts. Represented major businesses including Ford Motor Company, Miller Beer, Philip Morris, Monsanto, Bendix Corp., Xerox Corp., Major League Baseball. Law Clerk, The Hon. Irving Hill, U.S. District Judge, Los Angeles, PROFESSIONAL AND COMMUNITY ACTIVITIES Co-owner, Lake Elsinore Storm, San Diego Padres affiliate. Judge Pro Tem, San Diego Superior Court. Private Arbitrator and Mediator. Board of Directors, San Diego Padres, eight years. Athletic Council, Duke University (advises President, Board of Trustees, Athletic Director on issues of intercollegiate sports), 2012 to present.

8 Case3:12-cv RS Document103-7 Filed05/15/14 Page8 of 10 Member, City of San Diego Task Force on San Diego Chargers. Board of Directors, American Civil Liberties Union, San Diego, Lawyer Representative, Ninth Circuit Judicial Conference, ; Elected Member of Ninth Circuit Conference Executive Committee (runs annual conference of over 500 federal judges and lawyers), EDUCATION J.D., Duke University School of Law, Order of the Coif; Duke Law Journal, editorial board member; Moot Court Board President, and national and regional moot court team member. B.A., Union College, Schenectady, New York, PERSONAL Born December 15, 1948, Hartford CT. Married, three grown children.

9 Case3:12-cv RS Document103-7 Filed05/15/14 Page9 of 10 EXHIBIT B

10 Case3:12-cv RS Document103-7 Filed05/15/14 Page10 of 10 EXHIBIT B BREAKDOWN OF TIME LAW OFFICES OF LEONARD B. SIMON Category Hours Rate Total A. Attorney Meeting/Strategy 2.5 $775 $ 1, B. Case Management 8.5 $775 $ 6, C. Settlement $775 $32, D. Pleadings/Motions 3.25 $775 $ 2, E. Research 9.5 $775 $ 7, TOTAL 66.0 $775 $51,150.00

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