glancy prongay & murray llp lionel z. glancy (#134180) · 2019-09-25 · 4 glancy prongay &...

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DECLARATION OF CASEY E. SADLER

GLANCY PRONGAY & MURRAY LLP Lionel Z. Glancy (#134180) Robert V. Prongay (#270796) Casey E. Sadler (#274241) Stan Karas (#222402) Christopher R. Fallon (#235684) 1925 Century Park East, Suite 2100 Los Angeles, California 90067 Telephone: (310) 201-9150 Facsimile: (310) 201-9160 Email: [email protected] Lead Counsel for Plaintiffs and the Settlement Class

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

In re CAPSTONE TURBINE CORPORATION SECURITIES LITIGATION

Lead Case No.: 2:15-CV-08914-DMG-RAOx DECLARATION OF CASEY E. SADLER IN SUPPORT OF: (I) PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND PLAN OF ALLOCATION; AND (II) LEAD COUNSEL’S MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES Date: November 15, 2019 Time: 10:00 a.m. Crtm: 8C Judge: Hon. Dolly M. Gee

Case 2:15-cv-08914-DMG-RAO Document 127 Filed 09/24/19 of 41 Page ID #:2293

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DECLARATION OF CASEY E. SADLER i

TABLE OF CONTENTS I. INTRODUCTION ............................................................................................... 1 II. PROSECUTION OF THE ACTION ................................................................... 4

A. Background ............................................................................................. 4 B. Commencement Of The Instant Action .................................................. 6 C. The Comprehensive Pre-Filing Investigation And Preparation Of The

Consolidated Complaint .......................................................................... 7 D. Defendants’ Motion To Dismiss The Consolidated Complaint And

Plaintiffs’ Response Thereto ................................................................... 8 E. Plaintiffs’ Filing Of The Amended Complaint And The Court’s Denial

Of Defendants’ Motion To Dismiss ...................................................... 10 F. Discovery Commences And The Parties Agree To Mediate ................ 12 G. The Mediation Process, Which Included Discovery And Substantial

Briefing, Ultimately Results In A Settlement ....................................... 13 H. Preliminary Approval Of The Settlement ............................................. 14

III. THE SETTLEMENT IS REASONABLE IN LIGHT OF THE POTENTIAL

RECOVERY IN THE ACTION ..................................................................... 15 IV. THE RISKS OF CONTINUED LITIGATION .............................................. 17

A. Risks To Proving Liability .................................................................... 17 B. Risks To Proving Loss Causation And Damages ................................. 18 C. Other Risks ............................................................................................ 19

V. PLAINTIFFS’ COMPLIANCE WITH THE COURT’S PRELIMINARY

APPROVAL ORDER REQUIRING ISSUANCE OF NOTICE .................... 21


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DECLARATION OF CASEY E. SADLER ii

VI. ALLOCATION OF THE PROCEEDS OF THE SETTLEMENT ................. 23 VII. THE FEE AND LITIGATION EXPENSE APPLICATION ......................... 24

A. The Fee Application .............................................................................. 25

1. The Work And Experience Of Lead Counsel ............................. 26 2. Standing And Caliber Of Defendants’ Counsel ......................... 28 3. The Risks Of Litigation And The Need To Ensure The

Availability Of Competent Counsel In High-Risk Contingent Securities Cases .......................................................................... 29

4. The Reaction Of The Settlement Class To The Fee

Application.................................................................................. 30 5. Plaintiffs Support The Fee Application ...................................... 31

B. The Litigation Expense Application ..................................................... 31

VIII. CONCLUSION ............................................................................................... 35


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DECLARATION OF CASEY E. SADLER iii

TABLE OF EXHIBITS TO DECLARATION

EX. TITLE

1 Declaration of Brian Manigault Regarding: (A) Mailing of Postcard Notice; (B) Publication of Summary Notice; (C) Report on Requests for Exclusion and Objections; and (D) the Claims Administration Process (“Mailing Declaration”)

2 Excerpts from Stefan Boettrich and Svetlana Starykh, Recent Trends in Securities Class Action Litigation: 2018 Full-Year Review (NERA Jan. 29, 2019)

3 Table of Peer Law Firm Billing Rates

4 Glancy Prongay & Murray LLP Resume

5 Declaration of Lead Plaintiff Randall Kay in Support of: (I) Plaintiffs’ Motion for Final Approval of Class Action Settlement and Plan of Allocation; and (II) Lead Counsel’s Motion for an Award of Attorneys’ Fees and Litigation Expenses (“Randall Kay Declaration”)

6 Declaration of Lead Plaintiff Elizabeth Kay in Support of: (I) Plaintiffs’ Motion for Final Approval of Class Action Settlement and Plan of Allocation; and (II) Lead Counsel’s Motion for an Award of Attorneys’ Fees and Litigation Expenses (“Elizabeth Kay Declaration”)

7 Declaration of Named Plaintiff David Kinney in Support of: (I) Plaintiffs’ Motion for Final Approval of Class Action Settlement and Plan of Allocation; and (II) Lead Counsel’s Motion for an Award of Attorneys’ Fees and Litigation Expenses (“Kinney Declaration”)

8 Declaration of Named Plaintiff John Perez in Support of: (I) Plaintiffs’ Motion for Final Approval of Class Action Settlement and Plan of Allocation; and (II) Lead Counsel’s Motion for an Award of Attorneys’ Fees and Litigation Expenses (“Perez Declaration”)

9 Final Order and Judgment, In re Interlink Elec., Inc. Sec. Litig., No. 05-cv-08133 AG (SH) (C.D. Cal. June 1, 2009), Dkt. No. 165

10 Final Order and Judgment of Dismissal; Order Awarding Attorneys’ Fees and Reimbursement of Expenses, Jenson v.


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DECLARATION OF CASEY E. SADLER iv

First Trust Corp., No. CV 05-3124 ABC (CTx), Final Order and Judgment (C.D. Cal. June 9, 2008), Dkt. No. 134

11 Amended Order Awarding Lead Counsel Attorneys’ Fees and Expenses, Hodges v. Akeena Solar, Inc., No. 5:09-cv-02147-JW (N.D. Cal. Dec. 15, 2011), Dkt. No. 167

12 Final Judgment and Order of Dismissal with Prejudice, In re Resonant Inc. Sec. Litig., No. 2:15-cv-01970 SJO (MRW) (C.D. Cal. Nov. 22, 2017), Dkt. No. 154

13 Final Order for Reimbursement of Attorneys’ Fees and Expenses, In re 2TheMart.com, Inc. Sec. Litig., No. 99-cv-1127-DOC (ANx) (C.D. Cal. July 8, 2002), Dkt. No. 161

14 Order and Final Judgment of Dismissal with Prejudice, Elliot v. China Green Agriculture Inc., No. 3:10-cv-00648-LRH-WGC (D. Nev. Aug. 12, 2014), Dkt. No. 166

15 Order Awarding Attorneys’ Fees and Litigation Expenses, In re HP Sec. Litig., No. 3:12-cv-05980-CRB (N.D. Cal. Nov. 16, 2015), Dkt. No. 279


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DECLARATION OF CASEY E. SADLER 1

I, Casey E. Sadler, declare as follows:

I. INTRODUCTION

1. I am an attorney admitted to practice before this Court. I am a partner

at the law firm Glancy Prongay & Murray LLP (“GPM”), the Court-appointed Lead

Counsel in this Action.1 GPM represents the Court-appointed Lead Plaintiffs

Randall and Elizabeth Kay (collectively “Lead Plaintiffs”), and named plaintiffs

David Kinney and John Perez (collectively “Named Plaintiffs” and together with

Lead Plaintiffs, “Plaintiffs”), and the proposed Settlement Class. I have personal

knowledge of the matters set forth herein based on my participation in the

prosecution and settlement of the claims asserted in the Action.

2. I respectfully submit this Declaration in support of Plaintiffs’ motion,

pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, for final approval of

the proposed $5,550,000 settlement (the “Settlement”) that the Court preliminarily

approved by Order dated May 17, 2019 (the “Preliminary Approval Order”); as well

as of the proposed plan for allocating the proceeds of the Net Settlement Fund to

eligible Settlement Class Members (the “Plan of Allocation”) (collectively, the

“Final Approval Motion”). Dkt. No. 122.2 I also respectfully submit this

1 All terms capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Stipulation and Agreement of Settlement dated April 12, 2019 (the “Stipulation”). Dkt. No. 118-1. 2 Pursuant to the Preliminary Approval Order, Lead Counsel were directed to file their motion for an award of attorneys’ fees and Litigation Expenses by September 24, 2019, and the Final Approval Motion by October 25, 2019. ¶ 28. Thus, in conjunction with this Declaration, Lead Counsel are submitting the motion for an award of attorneys’ fees and Litigation Expenses (the “Fee and Expense Application”) and the accompanying memorandum (the “Fee Memorandum”). The Final Approval Motion and accompanying memorandum will be submitted by October 25, 2019. However, to avoid burdening the Court with voluminous and


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Declaration in support of Lead Counsel’s motion for an award of attorneys’ fees in

the amount of 26.2% of the Settlement Fund, which equates to $1,454,500, plus

interest earned at the same rate as the Settlement Fund; reimbursement of Lead

Counsel’s expenses in the amount of $78,084.47; and awards in accordance with the

Private Securities Litigation Reform Act of 1995 (“PSLRA”) for costs and expenses

incurred by Lead Plaintiffs Randall and Elizabeth Kay ($22,500 and $3,500,

respectively), and Named Plaintiffs David Kinney and John Perez ($2,500 each),

related to their representation of the Settlement Class.

3. The proposed Settlement now before the Court provides for the

resolution of all claims in the Action in exchange for a cash payment of $5,550,000.

As detailed below, Plaintiffs and Lead Counsel respectfully submit that the

Settlement represents an extremely favorable result for the Settlement Class when

juxtaposing the significant risks of continued litigation against the recovery. In fact,

the maximum potential damages potentially recoverable for the Settlement Class, if

Plaintiffs fully prevailed in each of their claims at both summary judgment and after

a jury trial, and if the Court and jury fully accepted Plaintiffs’ loss causation and

damages arguments—i.e., Plaintiffs’ best case scenario—is approximately $29.8

million. Under this best-case scenario, the $5,550,000 Settlement Amount

represents approximately 18.6% of the total maximum damages potentially

recoverable in this Action. Of course, Defendants had advanced, and would

continue to advance, serious arguments with respect to liability, loss causation and

damages. If any of these arguments were accepted, Plaintiffs’ potential recovery

would have been substantially reduced or completely eliminated. Therefore, and as

explained further below, the Settlement provides a considerable benefit to the

duplicative filings, this declaration is in support of both the Fee and Expense Application and the Final Approval Motion.


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Settlement Class by conferring a substantial, certain, and immediate recovery, while

avoiding the significant risks and expense of continued litigation.

4. The proposed Settlement is the result of Lead Counsel’s extensive

efforts, which included, among other things: (a) a comprehensive investigation

conducted by Lead Counsel prior to filing the 91-page Consolidated Amended Class

Action Complaint for Violations of the Federal Securities Laws (“Consolidated

Complaint”) and the 104-page Consolidated Second Amended Class Action

Complaint for Violations of the Federal Securities Laws (“Amended Complaint”),

which included retaining accounting and damages experts and private investigators

that interviewed numerous confidential witnesses; (b) fully briefing Defendants’

motions to dismiss the Consolidated Complaint and the Amended Complaint, and

successfully obtaining denial of Defendants’ motion to dismiss the Amended

Complaint in its entirety; (c) engaging in discovery, including negotiating a

protective order, serving and responding to formal discovery prior to entry of a

temporary stay to allow for mediation, and exchanging informal discovery to allow

for informed negotiations during the mediation; (d) participating in a robust

mediation process, which included drafting two substantial mediation statements

and attending a full-day mediation under the auspices of an experienced third-party

mediator, former federal District Judge Layn R. Phillips; (e) drafting the Stipulation

and supporting documents and engaging in negotiations with defense counsel with

respect to these documents; and (f) successfully moving the Court for preliminary

approval of the Settlement and overseeing the notice process for the Settlement.

5. Based on the aforementioned efforts, Plaintiffs and Lead Counsel are

well informed of the strengths and weaknesses of the claims and defenses in the

Action, and they believe that the Settlement represents an extremely favorable

outcome for the Settlement Class.

6. As discussed in further detail below, the Plan of Allocation was

developed with the assistance of Plaintiffs’ damages expert and provides for the


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distribution of the Net Settlement Fund to Settlement Class Members who submit

Claim Forms that are approved for payment by the Court on a pro rata basis based

on their losses attributable to the alleged fraud.

7. With respect to the Fee and Expense Application, as discussed in the

Fee Memorandum, the requested fee of 26.2% of the Settlement Fund (or

$1,454,500, plus interest earned at the same rate as the Settlement Fund), was

negotiated between Lead Counsel and Lead Plaintiff Randall Kay, approved by each

of the Plaintiffs, and is well within the range of percentage awards granted by courts

in the Ninth Circuit in comparable securities class actions. Additionally, the

requested fee results in a multiplier of 1.04 on Lead Counsel’s lodestar, which is

within, and even below, the range of multipliers routinely awarded by courts in the

Ninth Circuit.

8. For all of the reasons discussed in this Declaration and in the

accompanying memoranda, including the quality of the result obtained and the

numerous significant litigation risks discussed fully below, Plaintiffs and Lead

Counsel respectfully submit that the Settlement and the Plan of Allocation are fair,

reasonable, and adequate and should be approved. In addition, Lead Counsel

respectfully submit that their request for attorneys’ fees and reimbursement of

Litigation Expenses is also fair and reasonable and should be approved.

II. PROSECUTION OF THE ACTION

A. Background

9. Capstone Turbine Corporation (“Capstone” or the “Company”)

develops, manufactures, markets and services microturbine technology solutions for

use in stationary distributed power generation applications. According to the

Company, the turbines are environmentally friendly compared to competing

technologies. The Company’s securities trade on the NASDAQ Stock Market under

the ticker symbol “CPST.”


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10. The basis of Plaintiffs’ claims in this Action are that, to divert attention

away from its poor revenues, Capstone continually touted its backlog figures (i.e.,

items that were ordered but not shipped), which Defendants claim demonstrated

Capstone’s future revenue growth. According to Plaintiffs, Defendants, however,

failed to disclose that Capstone’s backlog figures were drastically overstated and

that there was no reasonable expectation of payment for a substantial portion of the

backlog. Specifically, throughout the Settlement Class Period (June 12, 2014

through November 5, 2015), Defendants never disclosed that BPC Engineering

(“BPC”), one of the Company’s Russian distributors and its largest and most

important client, was manipulating the backlog with Defendants’ eager cooperation

and that Defendants recognized revenue for certain of BPC’s purchases when

collectibility was not reasonably assured.

11. Specifically, Plaintiffs alleged that to ensure access to lower prices in

the event that it later decided to purchase products, BPC placed millions of dollars

in placeholder orders, allowing BPC to purchase Capstone’s product at no-longer-

available prices from years earlier. By the start of the Settlement Class Period,

Capstone touted a backlog of $171.6 million, without disclosing that at least $52.4

million, or approximately 30%, of the backlog consisted of old BPC placeholder

orders. In fact, certain of BPC’s backlogged orders were from as far back as 2011.

Even though Capstone’s management was aware of this practice, and realized that

few if any of these stale orders would be shipped and paid for, it improperly

included these orders in Capstone’s backlog figures. Indeed, Defendants continued

to tout the strength of the backlog even though BPC’s payments were chronically

late during the Settlement Class Period and, when made, were only for a small

fraction of the amount outstanding.

12. At the end of the Settlement Class Period, Defendants finally

acknowledged the truth and removed from the backlog $52.4 million worth of

BPC’s orders. The amount removed was more than 30% of Capstone’s entire


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backlog reported in the previous quarter. The Company’s stock plummeted

following this disclosure.

13. Not only did the Company overstate its backlog, but Defendants also

improperly recognized revenue from BPC during the Settlement Class Period.

Russia, one of Capstone’s biggest markets, faced crippling sanctions following its

annexation of Crimea. These sanctions resulted in a material slowdown in BPC’s

business. Defendants eventually acknowledged that sanctions impacted BPC’s

ability to pay and that BPC already did not pay for its purchases in a timely or

uniform manner. Nevertheless, Capstone immediately recognized revenue on $9.1

million in sales to BPC. The next quarter, after the Company learned that BPC had

not paid for these prior sales in the 90-day period mandated in its sales contracts and

that BPC’s days sales outstanding (a representation of the days between sales and

payment) increased from 72 days to a staggering 259 days, Capstone nevertheless

immediately recognized revenue on another $3 million in sales to BPC.

Unsurprisingly, Capstone was subsequently forced to take a bad debt reserve of over

$7 million against BPC’s receivables.

B. Commencement Of The Instant Action

14. Beginning on November 16, 2015, two class action complaints were

filed in the United States District Court for the Central District of California, styled

Kinney v. Capstone Turbine Corp., et al., Case No. 2:15-cv-08914-DMG-RAO, and

Grooms v. Capstone Turbine Corp., et al., Case No. 2:15-cv-09155-DMG-RAO.

15. On January 15, 2016, four movants filed motions to be appointed lead

plaintiff under the PSLRA and for appointment of their selected counsel to serve as

lead counsel in this Action. Following the filing of opposition and reply

memoranda, the Court heard oral argument on the motions on February 26, 2016,

which Lead Plaintiff Randall Kay attended in person.

16. By order dated February 29, 2016, the Court: (a) consolidated and re-

captioned the cases as In re Capstone Turbine Corp. Sec. Litig., Lead Case No.:


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2:15-CV-08914-DMG-RAOx; (b) appointed Randall and Elizabeth Kay to serve as

Lead Plaintiffs for the consolidated action; and (c) approved Lead Plaintiffs’

selection of Glancy Prongay & Murray LLP as Lead Counsel for the proposed

plaintiff class. Dkt. No. 57.

C. The Comprehensive Pre-Filing Investigation And Preparation Of The Consolidated Complaint

17. Lead Counsel conducted an extensive detailed investigation of

Capstone and the alleged fraud in connection with researching and drafting the

Consolidated and Amended Complaints. This investigation included, among other

things: (a) reviewing and analyzing (i) the Company’s public SEC filings, including

the Company’s annual and quarterly filings, (ii) press releases published by and

regarding Capstone, (iii) transcripts of Capstone’s investor calls, (iv) publicly

available documents, announcements, and news articles concerning Capstone, the

Russian market, sanctions related to the war in the Ukraine, the international

marketplace for Capstone’s equipment, (v) available information regarding

Capstone’s top distributors, which included uncovering and analyzing the

distributors’ UCC filings to track the purchase, sale and transfer of Capstone

equipment, and (vi) research reports prepared by securities and financial analysts

regarding Capstone; (b) working with a damages and loss causation expert to

analyze Capstone’s stock price movements; (c) retaining and working with private

investigators who conducted numerous interviews with former employees with

relevant information; (d) researching applicable Generally Accepted Accounting

Principles (“GAAP”) pertaining to accounting adjustments and earnings

management; and (e) consulting and working with an accounting expert to analyze

Capstone’s class period financial results and the Company’s reported backlog.

18. On May 6, 2016, Plaintiffs filed and served the 91-page Consolidated

Complaint asserting claims against all Defendants under Section 10(b) of the

Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated


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thereunder, and against the Individual Defendants under Section 20(a) of the

Exchange Act. Dkt. No. 66.

D. Defendants’ Motion To Dismiss The Consolidated Complaint And Plaintiffs’ Response Thereto

19. On June 17, 2016, Defendants filed and served their motion to dismiss

the Consolidated Complaint. Dkt. No. 67. Defendants argued that the Consolidated

Complaint failed to adequately plead that Defendants’ financial statements or

statements regarding backlog were false or misleading and that scienter was not

adequately alleged.

20. More specifically, Defendants argued that the Consolidated Complaint

failed to adequately allege that Capstone should have taken a reserve for BPC’s

receivables prior to the Company’s 2015 fiscal fourth quarter since the Consolidated

Complaint failed to allege that the Company did not subjectively believe that its

receivables were not reasonably collectible. Defendants further argued that there

was no falsity since the facts that Plaintiffs relied on were publicly disclosed.

21. Defendants further argued that the Company’s backlog statements were

not false since the Consolidated Complaint’s allegations, which were in part based

on recollections of a confidential witness, did not allege that there was anything

improper about Capstone’s practice of maintaining old orders on its backlog.

Defendants further argued that the Company’s backlog statements were non-

actionable since they were forward-looking and protected by the PSLRA safe

harbor. Finally, Defendants argued that there was no evidence of scienter, since: (a)

no false statements were made, (b) there was no motive to commit securities fraud

as there were no insider sales of Capstone stock during the class period, and (c) the

Company’s auditors had signed off on the Company’s accounting treatments at

issue.

22. On July 29, 2016, Plaintiffs filed and served their papers in opposition

to the motion to dismiss. Dkt. No. 72. Plaintiffs argued that the Company’s


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statements regarding its recognition of revenue were false and misleading since at

the time the revenue was recognized, collectibility was not reasonably assured

and/or the sales price was not fixed and determinable. Likewise, since the

Company’s revenue was overstated, Plaintiffs alleged that the Company’s financial

statements were also misleading due to the subsequent overstatement of Capstone’s

accounts receivables and understatement of its reserves.

23. In addition, Plaintiffs argued that the backlog statements were false and

misleading as they omitted present facts regarding the backlog such that the backlog

was not a reasonable indicator of future revenue, as Defendants touted.

Additionally, Plaintiffs argued that, since the statements were misleading due to an

omission of information, the PSLRA safe harbor did not apply and that even if it did

apply, the misstatements were not accompanied by meaningful cautionary language.

24. Plaintiffs also argued that Defendants were deliberately reckless in

omitting material negative information that they knew rendered favorable statements

misleading, and thus Plaintiffs had sufficiently alleged scienter. Additionally,

Plaintiffs argued that Defendants must have known the information at issue since it

involved Capstone’s core operations and Defendants had actual access to the

information at issue. Plaintiffs also responded to the many arguments advanced by

Defendants.

25. On September 23, 2016, Defendants filed and served their reply papers.

Dkt. No. 75. Thereafter, on November 7, 2016, Defendants filed a notice of

supplemental authority (Dkt. No. 78), which Plaintiffs responded to on November

18, 2016 (Dkt. No. 79).

26. The Court found Defendants’ motion appropriate for resolution on the

papers and, on March 10, 2017, the Court entered an Order granting Defendants’

motion to dismiss the Consolidated Complaint. See Dkt. No. 80. The Court held

that the Consolidated Complaint failed to adequately allege falsity and scienter as to


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the challenged statements, but gave Plaintiffs leave to amend to attempt to cure the

deficiencies.

E. Plaintiffs’ Filing Of The Amended Complaint And The Court’s Denial Of Defendants’ Motion To Dismiss

27. On April 28, 2017, Plaintiffs filed and served the 104-page Amended

Complaint. Dkt. No. 83. The Amended Complaint, like the Consolidated

Complaint, asserted claims against Defendants Capstone, Jamison, and Brooks

under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder,

and against Individual Defendants Jamison and Brooks under Section 20(a) of the

Exchange Act. The Amended Complaint alleged claims substantially similar to

those alleged in the Consolidated Complaint but also included additional alleged

facts from both new and already referenced confidential witnesses, relating to the

confidential witnesses’ positions and bases of knowledge and that BPC had been

placed on a credit hold prior to the Settlement Class Period. The Amended

Complaint also alleged additional facts related to Capstone’s purported deviation

from its standard payment policies by granting BPC extended payment terms, that

orders were rarely, if ever, removed from the backlog and that Capstone’s access to

working capital was dependent on its amount of accounts receivable.

28. On June 2, 2017, Defendants filed and served a motion to dismiss the

Amended Complaint. Dkt. No. 85. In their motion to dismiss, Defendants argued

again, among other things, that Plaintiffs failed to allege materially false or

misleading statements or particularized facts sufficient to demonstrate Defendants’

scienter. Specifically, Defendants argued that Plaintiffs still failed to allege with

particularity that the collectibility of BPC’s accounts receivable was not reasonably

assured. Additionally, Defendants argued that Plaintiffs failed to sufficiently allege

that the backlog was overstated since it did not include any canceled orders and that

the Court had already ruled that the relevant confidential witness’s allegations were

insufficient. Defendants also argued that Plaintiffs still could not allege facts


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demonstrating that Defendants had made the purportedly false statements with

scienter.

29. On July 7, 2017, Plaintiffs filed and served their opposition to the

motion to dismiss. Dkt. No. 87. Plaintiffs argued that the Amended Complaint had

cured the deficiencies identified in the Court’s previous motion to dismiss order,

which included that Plaintiffs had failed to allege sufficient facts demonstrating that

collectibility of revenue from its largest and most important customer, BPC, was not

reasonably assured and that Capstone’s backlog was overstated due to the inclusion

of illusory “placeholder” orders that BPC maintained so that it could potentially

order products at lower prices in the future. Specifically, Plaintiffs argued that they

cured these deficiencies by adding additional detailed allegations demonstrating that

Defendants improperly booked revenue when collectibility was not reasonably

assured and that the Company’s backlog was materially overstated. These

additional, detailed allegations included: (a) allegations of a new confidential

witness, a former Capstone director of customer service, who explained that BPC

was on a credit hold – i.e., required to pay for Capstone’s products prior to shipment

– throughout the Settlement Class Period, in part due to BPC’s disproportionate

outstanding accounts receivable, and that BPC had credit issues prior to the Crimea

invasion; and (b) additional new testimony from a confidential witness regarding

Capstone’s backlog and the basis of this confidential witness’s personal knowledge.

Moreover, the Amended Complaint included new allegations demonstrating the

Individual Defendants’ scienter, including that Capstone, which was in dire financial

straits due to its continued financial unprofitability, needed to recognize revenue and

maintain artificially high accounts receivable to retain access to necessary credit

facilities.

30. On July 28, 2017, Defendants filed and served their reply papers. Dkt.

No. 88.


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31. On February 9, 2018, the Court entered an order denying Defendants’

motion to dismiss the Amended Complaint. Dkt. No. 90. The Court found, based

on the testimony of the confidential witness that BPC was on a credit hold and the

Company’s admission that BPC was on extended payment terms, that Plaintiffs

sufficiently alleged that Capstone overstated its revenues during the relevant

timeframe. The Court also found these statements were made with scienter since the

Company’s executives were actively involved in Capstone’s sales efforts and were

in consistent communication with BPC and BPC was one of Capstone’s largest and

most important clients. Moreover, the Court held that while Plaintiffs fail to plead

with particularity that Defendants’ representations regarding the amount of backlog

were false, Plaintiffs nonetheless alleged sufficient facts showing that the opinion

that the backlog is a strong indicator of future performance was misleading.

32. On March 20, 2018, Defendants filed and served their Answer to the

Amended Complaint. Dkt. No. 93.

F. Discovery Commences And The Parties Agree To Mediate

33. With the automatic discovery stay imposed by the PSLRA having been

lifted following the Court’s order denying the motion to dismiss the Amended

Complaint, discovery began promptly. The Parties held a Rule 26(f) conference,

filed a Joint Case Management and Federal Rule of Civil Procedure 26(f)

Conference Statement with the Court (Dkt. No. 96), and submitted a stipulated

protective order (Dkt. Nos. 101-02).

34. On May 21, 2018, Defendants served their first set of Requests for

Production on Lead Plaintiffs, and on May 24, 2018, the Parties exchanged Initial

Disclosures. On May 29, 2018, Defendants served Interrogatories upon Lead

Plaintiffs.

35. On June 1, 2018, Plaintiffs served their first sets of Interrogatories and

Requests for Production on Defendants.

36. Following the Court’s decision denying Defendants’ motion to dismiss


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the Amended Complaint, the Parties began exploring whether a settlement could be

reached through mediation. On June 22, 2018, the Parties filed a stipulation with

the Court requesting a temporary stay in proceedings so that the Parties could

engage in private mediation. Dkt. No. 104. On June 26, 2018, the Court granted the

temporary stay. Dkt. No. 105.

G. The Mediation Process, Which Included Discovery And Substantial Briefing, Ultimately Results In A Settlement

37. The Parties selected former United Sates District Court Judge Layn R.

Phillips, one of the leading neutrals in the country, as mediator and scheduled a

mediation session for September 24, 2018.

38. In advance of the mediation, at Plaintiffs’ request, Defendants produced

a substantial number of relevant documents relating to Capstone’s accounts

receivable and backlog, including: spreadsheets that detailed all of the Company’s

backlog orders on a quarterly basis; the Company’s aging reports for accounts

receivable during the Settlement Class Period; relevant communications between

Capstone’s executives and BPC, the distributor at issue; and documents regarding

BPC’s contract and credit terms. Lead Counsel reviewed and analyzed Defendants’

voluminous production in conjunction with their accounting expert, and also

requested and received additional follow-up documents from Defendants.

39. Following Defendants’ additional productions and Lead Counsel’s

review of the productions, the Parties exchanged detailed mediation statements and

exhibits that addressed the issues of liability, loss causation and damages.

Thereafter, each Party exchanged substantial rebuttal statements and exhibits. Both

the opening and rebuttal mediation statements and exhibits were submitted to Judge

Phillips in advance of the September 24, 2018 mediation.

40. On September 24, 2018, the Parties participated in a full-day mediation

session before Judge Phillips in Corona Del Mar, California. The session, which

lasted the entire day, ended without an agreement being reached. Demonstrating


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their diligent work on behalf of the Settlement Class, the Lead Plaintiffs attended the

lengthy mediation session together with Lead Counsel and were actively involved in

all settlement discussions. In fact, one of the Lead Plaintiffs, Randall Kay, had

direct email communications with the mediator after the mediation.

41. While a settlement was not reached at the mediation itself, the Parties

continued to explore the possibility of a settlement and continued negotiations with

the assistance of Judge Phillips in the following weeks.

42. On November 5, 2018, the Parties filed a Status Report that informed

the Court that the Parties were still actively engaged in settlement discussions and

provided a schedule for a class certification motion in the event that the settlement

discussions did not result in a settlement. Dkt. No. 106.

43. On November 6, 2018, Defendants served Requests for Production on

Named Plaintiffs David Kinney and John Perez.

44. On November 9, 2018, Lead Plaintiffs provided responses and

objections to Defendants’ first set of Requests for Production and Interrogatories.

Also, on November 9, 2018, Defendants provided their responses and objections to

Plaintiffs’ Requests for Production.

45. On November 10, 2018, Judge Phillips issued a mediator’s proposal to

settle this Action for $5,550,000, which the Parties ultimately accepted. On

November 16, 2019, the Parties filed a Joint Stipulation informing the Court that the

Parties had reached an agreement in principle to settle the case. Dkt. No. 108.

46. Over the next few months, the Parties negotiated the terms of the

Settlement, as set forth in the Stipulation, as well as exhibits thereto. On April 12,

2019, the Parties executed the Stipulation, which was filed with the Court, along

with Plaintiffs’ motion seeking preliminary approval of the Settlement, on that same

day. Dkt. Nos. 116-18.

H. Preliminary Approval Of The Settlement

47. On April 23, 2019, the Court issued an order requesting additional


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information from Lead Counsel regarding the proposed settlement. Dkt. No. 119.

48. On May 2, 2019, Lead Counsel filed a 19-page declaration in support

of Plaintiffs’ preliminary approval motion, which attached declarations from

Plaintiffs’ damages expert with respect to the plan of allocation, and a declaration

from the claims administrator regarding the proposed notice process. Dkt. No. 120.

49. On May 17, 2019, the Court held oral argument on the preliminary

approval motion.

50. That same day, the Court entered the Preliminary Approval Order,

directing notice of the Settlement to be disseminated to prospective members of the

Settlement Class. Dkt. No. 122.

51. The Settlement Class is defined as:

all persons and entities who or which purchased or otherwise acquired Capstone common stock between June 12, 2014 and November 5, 2015, inclusive (the “Settlement Class Period”) and were damaged thereby. Excluded from the Settlement Class are Defendants; members of the Immediate Family of each of the Individual Defendants; the Officers and/or directors of Capstone; any person, firm, trust, corporation, Officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any of the Defendants; and the legal representatives, agents, affiliates, heirs, successors-in interest or assigns of any such excluded party. Also excluded from the Settlement Class are any persons or entities who or which exclude themselves by submitting a request for exclusion that is accepted by the Court.

Id. at ¶ 1.

III. THE SETTLEMENT IS REASONABLE IN LIGHT OF THE POTENTIAL RECOVERY IN THE ACTION 52. The Settlement is fair and reasonable in light of the potential recovery

of available damages. If Plaintiffs had fully prevailed on their claims at both

summary judgment and after a jury trial, if the Court certified the Settlement Class,

and if the Court and jury accepted Plaintiffs’ damages theory, including proof of

loss causation for all of stock price drop dates alleged in this case—i.e., Lead


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Plaintiffs’ best case scenario—the estimated total maximum damages would be

approximately $29.8 million. Thus, the $5,550,000 Settlement Amount represents

approximately 18.6% of the total maximum damages potentially available in this

Action.3 This amount compares favorably to other securities class action

settlements, and indeed, is an excellent recovery for the Settlement Class. See, e.g.,

Exhibit 2 attached hereto (Stefan Boettsich and Svetlana Starykh, Recent Trends in

Securities Class Action Litigation: 2018 Full-Year Review (NERA 29 Jan. 2019)) at

35, Fig. 27 (NERA report showing the median ratio of settlements between 1996

and 2018 to investor losses was 8.4% in cases alleging losses between $20 and $49

million), & at 36, Fig. 28 (the median ratio of settlements to investor losses in 2018

was 2.6%).

53. In contrast, Defendants would have contended that Plaintiffs’ damages

were greatly overstated. As noted below, Plaintiffs believe that Defendants could

put forward several damages and loss causation arguments that, if accepted, would

have greatly reduced damages. Specifically, Defendants would likely argue at

summary judgment that the August 7, 2014 and October 1, 2015 disclosures were

not corrective since the disclosures on those dates were unrelated to the alleged

fraud. On both of these dates, the Company announced lower-than-expected

revenue to the market. Defendants would argue that these revenue misses were the

actual cause of the stock decline, not the issues related to the Company’s accounts

receivables and Russian distributor as alleged by Plaintiffs. If this argument were

accepted and those two disclosure dates were removed, Plaintiffs’ damages would

3 For a full explanation on how Plaintiffs’ expert, Michael A. Marek, calculated these amounts through the application of an empirical event study, Plaintiffs respectively refer the Court to the Supplemental Declaration of Casey E. Sadler in Support of Plaintiffs’ Unopposed Motion for Entry of Order Preliminarily Approving Settlement (“Sadler Supp. Decl.,” Dkt. No. 120), at ¶¶ 22-27, and Mr. Marek’s declaration attached thereto as Exhibit 1 (Dkt. No. 120-1).


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be decreased to approximately $11.7 million. Under this scenario, the $5,550,000

recovery equates to 47.7% of the maximum recoverable damages. Accordingly,

Lead Counsel’s efforts have resulted in a recovery of between 18.6% and 47.7% of

the Settlement Class’ damages.4

54. The foregoing numbers, however, tell only part of the story. As

summarized in the next section, there were very real additional risks that could have

resulted in a much smaller recovery (or none at all), if the case had proceeded

through formal discovery, class certification, summary judgment, trial, and likely

appeal. The Settlement, however, eliminates those risks and provides an immediate,

substantial benefit to the Settlement Class that equates to almost 20% of Plaintiffs’

maximum provable damages.

IV. THE RISKS OF CONTINUED LITIGATION

A. Risks To Proving Liability

55. Plaintiffs and Lead Counsel recognized that this Action presented a

number of substantial risks to establishing liability.

56. Defendants forcefully argued in their motions to dismiss, and

undoubtedly would continue to argue at summary judgment and trial, that the

alleged misstatements were not actionable since the Company had reasonable bases

for its accounting treatments, which its accountants did not question. Defendants

would also continue to argue that the backlog figures were accurate due to the fact

that its customers had not cancelled the orders at issue and that the orders still may

have been fulfilled.

4 Additionally, for all four of the alleged corrective disclosures, Defendants would likely argue that Plaintiffs have the burden to disaggregate the amount of stock price decline attributable to the alleged fraud as opposed to other facts. If the Court accepted this argument and Plaintiffs were forced to disaggregate the stock price declines, this would likely greatly decrease the amount of damages.


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57. Indeed, despite believing that this Action is meritorious, Plaintiffs and

Lead Counsel were well aware of the high hurdle they would have to surmount in

order to successfully prove that Defendants acted with the requisite mental state of

scienter—i.e., an intent to deceive or extreme recklessness—to ultimately prove

Defendants’ liability under the federal securities laws. Defendants insisted that their

Settlement Class Period statements concerning revenue and accounts receivable

were made in good faith, in particular because Defendants had a reasonable belief

that BPC would ultimately pay for products as it had always done before.

Additionally, Defendants have always contended that the backlog was accurate as it

did not contain any cancelled orders. Although Plaintiffs believe that they had

strong counter-arguments to Defendants’ assertions, there is no guarantee that the

trier of fact would have found these arguments more persuasive than Defendants’

explanation of events.

B. Risks To Proving Loss Causation And Damages

58. Even assuming that Plaintiffs overcame the risk of establishing

Defendants’ liability, Plaintiffs would have confronted considerable challenges in

establishing loss causation and class-wide damages. As discussed above,

Defendants would have argued that two of the four alleged corrective disclosures

were not truly corrective events since the disclosures were not related to the alleged

fraud, and that Plaintiffs’ loss causation and damages models were flawed because

they failed to disaggregate the amount of stock price decline attributable to the

alleged fraud from other non-fraudulent events. If any of these foregoing arguments

was accepted by the Court or a jury, then the Settlement Class’s class-wide damages

would have been greatly reduced.

59. Moreover, pursuant to Dura Pharmaceuticals, Inc. v. Broudo, 544 U.S.

336 (2005), it is Plaintiffs’ burden to prove loss causation and damages. This would

require Plaintiffs to proffer expert testimony as to: (a) what the “true value” of

Capstone’s common stock would have been had there been no alleged material


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misstatements or omissions; (b) the amount by which Capstone’s shares were

inflated by the alleged material misstatement and omissions; and (c) the amount of

artificial inflation removed by the purported corrective disclosures. Defendants

almost certainly would have presented their own damages expert(s) to present

conflicting conclusions and theories as to the reasons for Capstone’s share price

declines on the alleged disclosure dates, requiring a jury to decide the “battle of the

experts”—an expensive and intrinsically unpredictable process.

60. Moreover, expert testimony can often rest on many assumptions, any of

which risks being rejected by a jury. A jury’s reaction to such expert testimony is

highly unpredictable, and Plaintiffs recognize that, in a such a battle, there is the

possibility that a jury could be swayed by Defendants’ expert(s) and could find that

only a fraction of the amount of damages Plaintiffs contended were suffered by the

Settlement Class. Thus, the amount of damages that the Settlement Class would

actually recover at trial, even if successful on liability issues, was uncertain.

Similarly, there was no assurance that Plaintiffs’ key evidence and testimony

relating to liability and damages would be admitted as evidence by the Court at trial.

These issues could have seriously affected Plaintiffs’ ability to successfully

prosecute this Action.

61. In sum, had any of Defendants’ loss causation and damages arguments

been accepted at summary judgment or trial, they could have dramatically limited—

if not eliminated—any potential recovery by the Settlement Class.

C. Other Risks

62. In addition, any future recovery would require Plaintiffs to prevail at

several later stages of the litigation, each of which presents significant risks in

complex class actions such as this. For example, Plaintiffs would have to move to

certify the class, which, if granted, would likely result in Defendants filing a Rule

23(f) petition for appellate review. Plaintiffs would also have to complete

substantial fact and expert discovery, which would entail, among other things,


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document production, review and analysis of documents produced by Defendants

and third parties, taking and/or defending percipient and expert depositions,

propounding and responding to interrogatories and requests for admission, and

defending the four Plaintiffs’ depositions. The costs of each of these tasks would

assuredly be high, and the fruits of each endeavor would be highly uncertain.

Furthermore, Plaintiffs would have to successfully navigate and prevail against

Defendants’ anticipated motion(s) for summary judgment, as well as at trial. And

finally, even if Plaintiffs prevailed on all of those stages, they would have to succeed

on any appeals that would surely follow. This process could extend for years and

might ultimately lead to a smaller recovery, or no recovery at all. Indeed, even

prevailing at trial would not guarantee a recovery larger than the $5,550,000

Settlement.5

63. In sum, having evaluated the relative strengths and weaknesses of the

Action in light of Defendants’ arguments, and having considered the very real risks

presented by the significant hurdles of class certification, summary judgment, trial

and any eventual appeals that lie ahead, it is the informed judgment of Lead

Counsel, based upon all of the proceedings to date and their extensive experience in

litigating class actions under the federal securities laws, that the proposed Settlement

is fair, reasonable, and adequate and in the best interests of the Settlement Class.

64. Lead Counsel’s conclusion that the Settlement is fair, reasonable and

adequate is supported by both of the Lead Plaintiffs, as well as the Named Plaintiffs.

5 See also Robbins v. Koger Props., Inc., 116 F.3d 1441 (11th Cir. 1997) (reversing jury verdict of $81 million for plaintiffs); In re BankAtlantic Bancorp, Inc. Sec. Litig., 2011 WL 1585605 (S.D. Fla. Apr. 25, 2011) (granting defendants’ motion for judgment as a matter of law following plaintiffs’ verdict); In re Apple Computer Sec. Litig., 1991 WL 238298 (N.D. Cal. Sept. 6, 1991) (overturning jury verdict for plaintiffs after extended trial).


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V. PLAINTIFFS’ COMPLIANCE WITH THE COURT’S PRELIMINARY APPROVAL ORDER REQUIRING ISSUANCE OF NOTICE

65. The Court’s Preliminary Approval Order found Plaintiffs’ proposed

method of notice to be adequate (Dkt. No. 122 at ¶ 8), and directed that the Postcard

Notice be disseminated to all Settlement Class Members who could be identified

with reasonable effort, as well as brokerage firms and other nominees. The

Preliminary Approval Order also found the contents of Notice to be adequate

because it set forth the ability and process for Settlement Class Members to submit

objections to the Settlement, Plan of Allocation and/or the Fee and Expense

Application or to request exclusion from the Settlement Class. The Preliminary

Approval Order also set the deadline for both objections and exclusion for October

15, 2019, and set a final fairness hearing date of November 15, 2019. Dkt. No. 122

at ¶¶ 5, 14, 19.

66. Pursuant to the Preliminary Approval Order, Lead Counsel instructed

Angeion Group (“Angeion”), the Court-approved Claims Administrator, to begin

disseminating copies of the Postcard Notice and to publish the Summary Notice.

Contemporaneously with the mailing of the Postcard Notice, Lead Counsel

instructed Angeion to post downloadable copies of the Stipulation, Notice and

Claim Form online at www.CapstoneTurbineSecuritiesLitigation.com (the

“Settlement Website”). Upon request, Angeion mailed copies of the Notice and/or

Claim Form to Settlement Class Members and will continue to do so until the

deadline to submit a Claim Form has passed. The Notice contains, among other

things, a description of the Action; the definition of the Settlement Class; a summary

of the terms of the Settlement and the proposed Plan of Allocation; and a description

of Settlement Class Members’ rights to participate in the Settlement, object to the

Settlement, the Plan of Allocation and/or the Fee and Expense Application or

exclude themselves from the Settlement Class. The Notice (and Postcard Notice)

also informed Settlement Class Members of Lead Counsel’s intent to apply for an


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award of attorneys’ fees in an amount not to exceed 30% of the Settlement Fund,

and for reimbursement of Litigation Expenses in an amount not to exceed $140,000.

67. To disseminate the Postcard Notice, Angeion obtained from Capstone’s

transfer agent the names and addresses of 79 potential Settlement Class Members.

On June 17, 2019, Angeion disseminated copies of the Postcard Notice to each of

these potential Settlement Class Members by first-class mail. See Exhibit 1 attached

hereto (Declaration of Brian Manigault Regarding: (A) Mailing of Postcard Notice;

(B) Publication of Summary Notice; (C) Report on Requests for Exclusion and

Objections; and (D) The Claims Administration Process (“Mailing Declaration”)) at

¶¶ 4-5.

68. In addition, Angeion maintains a proprietary list with names and

addresses of known broker firms, dealers, banks, and other institutions involving

publicly-traded securities (the “Broker Database”) that, at the time of the initial

mailing, contained 3,363 mailing records. See id. at ¶ 6. On June 17, 2019,

Angeion mailed copies of the Postcard Notice to the 3,363 mailing records in the

Broker Database. See id.

69. As of September 18, 2019, Angeion has disseminated 36,656 Postcard

Notices. See id. at ¶ 10.

70. On June 24, 2019, in accordance with the Preliminary Approval Order,

Angeion caused the Summary Notice to be published in Investor’s Business Daily

and to be transmitted once over the PR Newswire. See id. at ¶ 11.

71. Lead Counsel also caused Angeion to establish the Settlement Website

(www.CapstoneTurbineSecuritiesLitigation.com) to provide potential Settlement

Class Members with information concerning the Settlement, allow for the

submission of a claim online, download copies of the Notice and the Claim Form, as

well as copies of the Stipulation and Preliminary Approval Order. Id. at ¶ 12.

72. The deadline for Settlement Class Members to file objections to the

Settlement, Plan of Allocation and/or the Fee and Expense Application, or to request


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exclusion from the Settlement Class is October 15, 2019. To date, only one request

for exclusion has been received. Id. at ¶ 15. Angeion will submit a supplemental

affidavit after the October 15 deadline addressing any additional requests for

exclusion received. To date, no objections to the Settlement, the Plan of Allocation

or the maximum amounts listed in the Postcard Notice and Notice that Lead Counsel

would seek for an award for attorneys’ fee and reimbursement of Litigation

Expenses have been received. Id. Lead Counsel will file papers on October 25,

2019, that will address any requests for exclusion and any objections that may be

received.

VI. ALLOCATION OF THE PROCEEDS OF THE SETTLEMENT

73. The proposed Plan of Allocation is detailed in the long-form Notice and

incorporated by reference into the Stipulation. See Stipulation at ¶ 1(gg); Mailing

Declaration, Ex. E (Notice) at pp. 17-24. The full Notice was posted on and is

downloadable from the Settlement Website, and has been mailed to Settlement Class

Members upon request.

74. As set forth in the Notice, under the proposed Plan of Allocation, each

Authorized Claimant will receive his, her, or its pro rata share of the Net Settlement

Fund, which is the Settlement Fund (i.e., the $5,550,000 Settlement Amount plus

any and all interest earned thereon) less any: (a) Taxes; (b) Notice and

Administration Costs; (c) Litigation Expenses awarded by the Court; and (d)

attorneys’ fees awarded by the Court. Specifically, an Authorized Claimant’s pro

rata share shall be the Authorized Claimant’s Recognized Claim divided by the total

of Recognized Claims of all Authorized Claimants, multiplied by the total amount in

the Net Settlement Fund.6

6 If the amount to be distributed to an Authorized Claimant calculates to less than $10.00, no such distribution will be made to the Authorized Claimant.


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75. The proposed Plan of Allocation reflects, and is based upon, Plaintiffs’

allegation that the price of Capstone common stock was artificially inflated during

the Settlement Class Period due to Defendants’ alleged materially false and

misleading statements. As explained in detail in the Marek Declaration (Dkt. No.

120-1), the Plan of Allocation is based on the generally accepted concept that the

losses of shareholders are reflected in the difference between estimated artificial

inflation per share present on the date of purchase and estimated artificial inflation

per share present following a corrective disclosure or date of sale. See id., at ¶¶ 11-

13. For the Plan of Allocation, Mr. Marek used his loss causation analysis and event

study to determine the appropriate artificial inflation per share. See id. at ¶¶ 4-13.

76. Lead Counsel believe that the Plan of Allocation provides a fair and

reasonable method to equitably allocate the Net Settlement Fund among Settlement

Class Members who suffered losses as result of the conduct alleged in the Amended

Complaint.

77. Moreover, there has not been a single objection to the Plan of

Allocation from any of the Settlement Class Members. Accordingly, Lead Counsel

respectfully submits that the Plan of Allocation is fair and reasonable and should be

approved by the Court.

VII. THE FEE AND LITIGATION EXPENSE APPLICATION

78. In addition to seeking final approval of the Settlement and Plan of

Allocation, Lead Counsel are applying to the Court for an award of attorneys’ fees

of 26.2% of the Settlement Fund (or $1,454,500, plus interest earned at the same

rate as the Settlement Fund). Lead Counsel are also requesting reimbursement of

out-of-pocket expenses that Lead Counsel incurred in connection with the

prosecution of the Action from the Settlement Fund in the amount of $78,084.47.

Finally, pursuant to 15 U.S.C. § 78u-4(a)(4), Lead Counsel are requesting

reimbursement to Plaintiffs in the total amount of $31,000 for costs, including lost

wages, incurred in representing the Settlement Class. The legal authorities


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supporting the requested fee and reimbursement of Litigation Expenses are set forth

in the concurrently-filed Fee Memorandum. The primary factual bases for the

requested fee and reimbursement of Litigation Expenses are summarized below.

A. The Fee Application

79. For their efforts on behalf of the Settlement Class, Lead Counsel are

applying for a percentage of the common fund fee award to compensate them for the

services they have rendered on behalf of the Settlement Class. As set forth in the

accompanying Fee Memorandum, the percentage method is the best method for

determining a fair attorneys’ fee award because, unlike the lodestar method, it aligns

the lawyers’ interest with that of the Settlement Class. The lawyers are motivated to

achieve maximum recovery in the shortest amount of time required under the

circumstances. This paradigm minimizes unnecessary drain on the Court’s

resources. Notably, the percentage-of-the-fund method has been recognized as

appropriate by the Supreme Court and Ninth Circuit for cases of this nature.

80. Based on the quality of the result achieved, the extent and quality of the

work performed, the significant risks of the litigation, and the fully contingent

nature of the representation, Lead Counsel respectfully submits that the requested

fee award is fair and reasonable and should be approved. As discussed in the Fee

Memorandum, a 26.2% award is well within the range of percentages awarded in

securities class actions with comparable settlements in this Circuit and, indeed, it is

only a slight increase from the Ninth Circuit’s 25% “benchmark award.” Moreover,

the requested fee award was negotiated by Lead Counsel and Lead Plaintiff Randall

Kay and approved by each of the Plaintiffs.


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1. The Work And Experience Of Lead Counsel

81. As set forth below, GPM’s total lodestar is $1,398,140.25,7 consisting

of $1,280,288.75 for attorney time and $117,851.50 for professional support staff

time:

GPM Lodestar Chart

TIMEKEEPER STATUS HOURS RATE ($) LODESTAR ($)ATTORNEYS: Lionel Z. Glancy Partner 32.00 960.00 30,720.00Joseph Cohen Partner 45.50 935.00 42,542.50Kevin F. Ruf Partner 83.75 935.00 78,306.25Jason Krajcer Partner 49.00 775.00 37,975.00Robert Prongay Partner 218.50 750.00 163,875.00Lesley Portnoy Partner 45.00 650.00 29,250.00Casey Sadler Partner 808.00 650.00 525,200.00Peter A. Binkow Of Counsel 27.50 875.00 24,062.50Stanislav Karas Of Counsel 183.00 775.00 141,825.00Christopher Fallon Associate 211.05 550.00 116,077.50Leanne Heine Associate 124.90 550.00 68,695.00Charles Linehan Associate 51.20 425.00 21,760.00TOTAL ATTORNEY 1,879.40 1,280,288.75PARALEGALS: Harry Kharadjian Senior Paralegal 69.50 290.00 20,155.00Samantha Skouras Paralegal 18.50 200.00 3,700.00Jack Ligman Research Analyst 63.25 310.00 19,607.50Erin Krikorian Research Analyst 152.00 290.00 44,080.00Michaela Ligman Research Analyst 62.60 290.00 18,154.00Danielle Goldsmith Research Analyst 55.25 220.00 12,155.00TOTAL PARALEGAL 421.10 117,851.50TOTAL LODESTAR 2,300.50 1,398,140.25

7 The lodestar figure contains only the time of GPM attorneys and professional staff that billed more than fifteen hours to the Action.


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82. The Lodestar Chart sets forth the amount of time GPM attorneys and

professional support staff billed from inception of the Action through and including

September 23, 2019, and the lodestar calculation for those individuals based on

GPM’s current billing rates.

83. GPM’s attorneys and professional support staff rates have recently been

accepted as reasonable by other courts in the Ninth Circuit. See In re CytRx Corp.

Sec. Litig., 2018 WL 8950655, at *1-2 (C.D. Cal. Sept. 17, 2018); In re K12 Inc.

Sec. Litig., 2019 WL 3766420, at *2 (N.D. Cal. July 10, 2019).8 Additionally, when

determining the market rate by looking at fees awarded in similar cases, the rates

billed by Lead Counsel (ranging from $425-$550 per hour for non-partners and

$650-$960 per hour for partners and “Of Counsel” attorneys) are comparable to peer

plaintiff and defense firms litigating matters of similar magnitude. See Ex. 3

attached hereto (table of peer firm billing rates).

84. The Lodestar Chart was prepared from contemporaneous daily time

records regularly prepared and maintained by GPM. Time expended on the Fee and

Expense Application has not been included in this request. Nor does the lodestar

include any of the time spent after September 23, 2019 on the preparation of the

final approval papers, attendance at the final approval hearing, and any further work

in overseeing the claims and distribution process.

85. Thus, the resulting total lodestar for the Lead Counsel are

$1,398,140.25. The requested fee of 26.2% of the Settlement Fund represents

$1,454,500 (plus interest), which equates to a multiplier of 1.04 on this lodestar.

The 1.04 multiplier is fair and reasonable based on the risks of the litigation, the

quality of the representation, and the results obtained. As discussed in further detail

8 As stated in the Fee Memorandum, GPM’s rates are substantially the same as rates that have been accepted by other courts in the Ninth Circuit in similar complex litigation.


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in the Fee Memorandum, the requested multiplier is below the range of fee

multipliers typically awarded in comparable securities class actions and in other

class actions involving significant contingency fee risk in this Circuit.

86. As detailed above, throughout this case, Lead Counsel devoted

substantial time to the prosecution of the Action. I maintained daily control of and

monitored the work performed by many of the lawyers and other personnel on this

case. I personally devoted substantial time to this case, and other experienced

attorneys at my firm similarly devoted substantial time to prosecuting this matter—

i.e., drafted, reviewed and/or edited all pleadings, court filings, mediation

statements, and other correspondence prepared on behalf of Plaintiffs;

communicated with Plaintiffs; engaged with defense counsel on a variety of matters;

and were involved in Settlement negotiations and other matters. More junior

attorneys and paralegals also worked on matters appropriate to their skill and

experience level. Throughout the litigation, I believe Lead Counsel maintained an

appropriate level of staffing that avoided unnecessary duplication of effort and

ensured the efficient prosecution of this Action.

87. As demonstrated by the firm resume attached as Exhibit 4 hereto, Lead

Counsel are experienced in the securities litigation field, with a long and successful

track record representing investors in such cases. GPM has successfully prosecuted

securities class action cases and complex litigation in federal and state courts

throughout the country. I respectfully submit that the Settlement (and its quality)

was due to counsel’s hard work, persistence, and skill—and that their diligence and

the results achieved both fully merit the requested fee.

2. Standing And Caliber Of Defendants’ Counsel

88. The quality of the work performed by Lead Counsel in attaining the

Settlement should also be evaluated in light of the quality of the opposition. Here,

Defendants were represented by Wilson Sonsini Goodrich & Rosati, which is a

capable and renowned law firm that vigorously represented the interests of their


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clients throughout this Action. In the face of this experienced and formidable

opposition, Lead Counsel were nonetheless able to persuade Defendants to settle the

case on terms that I believe are favorable to the Settlement Class.

3. The Risks Of Litigation And The Need To Ensure The Availability Of Competent Counsel In High-Risk Contingent Securities Cases

89. This Action was undertaken by Lead Counsel on an entirely

contingent-fee basis. From the outset, Lead Counsel understood that they were

embarking on a complex, expensive, and lengthy litigation with no guarantee of ever

being compensated for the substantial investment of time and money the case would

require. In undertaking that responsibility, Lead Counsel were obligated to ensure

that sufficient resources were dedicated to the prosecution of the Action, to ensure

that funds were available to compensate attorneys and staff, and to cover the

considerable litigation costs required by a case like this.

90. With an average lag time of many years for complex cases like this to

conclude, the financial burden on contingent-fee counsel is far greater than on a firm

that is paid on an ongoing basis. Indeed, Lead Counsel received no compensation

during the course of the Action and incurred $78,084.47 in out-of-pocket litigation-

related expenses in prosecuting the Action.

91. Lead Counsel also bore the risk that no recovery would be achieved.

As discussed above, from the outset, this case presented multiple risks and

uncertainties that could have prevented any recovery whatsoever. Lead Counsel

know from personal experience that despite the most vigorous and competent of

efforts, success in contingent litigation is never assured. In fact, GPM recently lost

a six-week antitrust jury trial in the Northern District of California after five years of

litigation, which included many overseas depositions, the expenditure of millions of

dollars of attorney and paralegal time, and the expenditure of more than a million

dollars in hard costs. See In re: Korean Ramen Antitrust Litigation, Case No. 3:13-

cv-04115 (N.D. Cal.).


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92. Moreover, courts have repeatedly recognized that it is in the public

interest to have experienced and able counsel enforce the securities laws and

regulations pertaining to the duties of officers and directors of public companies.

See Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 320 n.4 (2007)

(“[P]rivate securities litigation is an indispensable tool with which defrauded

investors can recover their losses – a matter crucial to the integrity of domestic

capital markets[.]”) (internal quotation marks omitted). As recognized by Congress

through the passage of the PSLRA, vigorous private enforcement of the federal

securities laws can only occur if private investors take an active role in protecting

the interests of shareholders. If this important public policy is to be carried out,

courts should award fees that adequately compensate plaintiffs’ counsel, taking into

account the risks undertaken in prosecuting a securities class action.

93. Lead Counsel’s extensive efforts in the face of substantial risks and

uncertainties have resulted in a significant recovery for the benefit of the Settlement

Class. In circumstances such as these, and in consideration of the hard work and the

result achieved, I respectfully submit that the requested fee is reasonable and should

be approved.

4. The Reaction Of The Settlement Class To The Fee Application

94. As noted above, as of September 18, 2019, 36,656 Postcard Notices

have been mailed advising Settlement Class Members that Lead Counsel would

apply for an award of attorneys’ fees in an amount not to exceed 30% of the

Settlement Fund. See Mailing Decl. Ex. A.9 In addition, the Court-approved

Summary Notice has been published in Investor’s Business Daily and transmitted

over the PR Newswire. Id. at ¶ 12 & Exs. C & D (confirmation of publication of

9 The Postcard Notice also referred Settlement Class Members to the Settlement Website and the Notice, which also contained this information.


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Summary Notice). To date, no objections to the attorneys’ fees maximum have

been received. Any objections received after the date of this filing will be addressed

in Lead Counsel’s Final Approval Motion to be filed by October 25, 2019.

95. In sum, Lead Counsel accepted this case on a contingency basis,

committed significant resources to it, and prosecuted it without any compensation or

guarantee of success. Based on the result obtained, the quality of the work

performed, the risks of the Action, and the contingent nature of the representation,

Lead Counsel respectfully submit that a fee award of 26.2%, resulting in a multiplier

of 1.04, is fair and reasonable, and is supported by the fee awards courts have

granted in other comparable cases.

5. Plaintiffs Support The Fee Application

96. As set forth in the declarations submitted by the Plaintiffs, Plaintiffs

have concluded that Lead Counsel’s requested fee is fair and reasonable based on

the work performed, the recovery obtained for the Settlement Class, and the risks of

the Action. See Ex. 5 (Declaration of Randall Kay) at ¶ 7; Ex. 6 (Declaration of

Elizabeth Kay) at ¶ 6; Ex. 7 (Declaration of David Kinney) at ¶ 7; Ex. 8

(Declaration of John Perez) at ¶ 7. Plaintiffs have been extremely involved in this

case since its early stages, and their endorsement of Lead Counsel’s fee request

supports the reasonableness of the request and should be given weight in the Court’s

consideration of the fee award. Moreover, the amount of the fee request was

specifically negotiated between Lead Plaintiff Randall Kay—a sophisticated

businessman with a significant stake in the litigation—and Lead Counsel, which

further supports the request.

B. The Litigation Expense Application

97. Lead Counsel seek a total of $109,084.47 in Litigation Expenses to be

paid from the Settlement Fund. This amount includes $78,084.47 in out-of-pocket

costs and expenses reasonably and necessarily incurred by Lead Counsel in


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connection with commencing, litigating, and settling the claims asserted in the

Action and $31,000 in costs, including lost wages, incurred by Plaintiffs.

98. As detailed below, Lead Counsel are seeking reimbursement of a total

of $78,084.47 in out-of-pocket costs and expenses:

ITEM AMOUNTCOURIER & SPECIAL POSTAGE $249.84COURT FILING FEES $797.71

EXPERTS $46,005.00

INVESTIGATIONS $12,949.20

MEDIATION $8,006.17

ONLINE RESEARCH $7,652.97PHOTOIMAGING $150.00PRESS RELEASES $145.00SERVICE OF PROCESS $192.39TRAVEL AUTO $141.39TRAVEL HOTEL $1,222.78TRAVEL MEALS $430.12TRAVEL PARKING $141.90

GRAND TOTAL $78,084.47

99. As stated above, Plaintiffs seek reimbursement, pursuant to 15 U.S.C. §

78u-4(a)(4), of their reasonable costs (including lost wages) directly incurred in

connection with their representation of the Settlement Class, in the amounts of

$22,500, $3,500, $2,500 and $2,500 for Lead Plaintiff Randall Kay, Lead Plaintiff

Elizabeth Kay, named plaintiff David Kinney and named plaintiff John Perez,

respectively. See Ex. 5 (Declaration of Randall Kay) at ¶¶ 9-10; Ex. 6 (Declaration

of Elizabeth Kay) at ¶¶ 8-9; Ex. 7 (Declaration of David Kinney) at ¶¶ 9-10; Ex. 8

(Declaration of John Perez) at ¶¶ 9-10. As outlined in their declarations, all of the

Plaintiffs were active in this litigation and spent substantial time on the Action.

Notably, Lead Plaintiff Randall Kay—who attended the lead plaintiff hearing,

produced hundreds of pages of documents and communications regarding the

Action, was an active participant in the mediation that he attended with Elizabeth


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Kay, and was an invaluable resource regarding the Company—was a driving force

for the excellent Settlement achieved. Based on my understanding of the work they

performed on behalf of the Settlement Class, I believe that the requested awards are

justified.

100. The Notice informed potential Settlement Class Members that Lead

Counsel would be seeking reimbursement of expenses, including reimbursement to

the Plaintiffs, in an amount not to exceed $140,000. The total amount requested by

Lead Counsel and Plaintiffs, $109,084.47, is substantially below the $140,000 that

Settlement Class Members were advised could be sought. To date, no objections

have been raised as to the maximum amount of expenses set forth in the Notice. If

any objection to the request for reimbursement of Litigation Expenses is made after

the date of this filing, Lead Counsel will address it in the Final Approval Motion to

be filed on October 25, 2019.

101. From the beginning of the case, Lead Counsel were aware that they

might not recover any of their expenses, and, even in the event of a recovery, would

not recover any of their out-of-pocket expenditures until such time as the Action

might be successfully resolved. Lead Counsel also understood that, even assuming

that the case was ultimately successful, reimbursement for expenses would not

compensate them for the lost use of the funds advanced by them to prosecute the

Action. Accordingly, Lead Counsel were motivated to and did take appropriate

steps to avoid incurring unnecessary expenses and to minimize costs without

compromising the vigorous and efficient prosecution of the case.

102. Of the total amount of Lead Counsel’s out-of-pocket costs and

expenses, $46,005.00 or 58.9%, was expended on Plaintiffs’ experts. Plaintiffs’

retained experts in the fields of loss causation, damages and accounting to assist in

the prosecution of the Action.

103. Plaintiffs’ experts on accounting assisted Lead Counsel in their review

Capstone’s financial statements, provided valuable insight into the complex


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accounting rules and regulations at issue, and helped formulate Plaintiffs’

allegations. Beyond assisting in the development of Plaintiffs’ theories of the case

and drafting of the complaints, Plaintiffs’ expert on damages and loss causation

assisted Lead Counsel during the mediation and settlement negotiations with the

Defendants, and also developed the proposed Plan of Allocation in consultation with

Lead Counsel.

104. Additionally, Lead Counsel paid $8,006.17 for their share of the

mediation fees owed to Phillips ADR for the services of Judge Phillips and his team,

which is 10.3% of Lead Counsel’s total expenses. Another substantial component

of Lead Counsel’s out-of-pocket costs and expenses was for the services of private

investigators, which included conducting numerous fact interviews with former

Capstone employees and other relevant third parties in connection with Lead

Counsel’s investigation. The charges for the private investigators’ services

amounted to just under $13,000, or approximately 16.6% of Lead Counsel’s out-of-

pocket costs and expenses.

105. Another significant component Lead Counsel’s out-of-pocket costs and

expenses was for online legal and factual research, which was necessary to prepare

the complaints and research the law pertaining to the claims asserted in the Action.

The charges for on-line research amounted to $7,652.97, or 9.8% of the total amount

of out-of-pocket expenses.

106. The other litigation expenses for which Lead Counsel seek

reimbursement are the types of expenses that are necessarily incurred in litigation

and routinely charged to clients billed by the hour. These include, among others,

court fees, travel costs, copying costs, and postage and delivery expenses.

107. In my opinion, the Litigation Expenses incurred by Lead Counsel and

Plaintiffs were reasonable and necessary to represent the Settlement Class and

achieve the Settlement. Accordingly, Lead Counsel respectfully submits that the

Litigation Expenses should be reimbursed in full from the Settlement Fund.


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VIII. CONCLUSION

108. For all the reasons set forth above, I respectfully submit that the

Settlement and the Plan of Allocation should be approved as fair, reasonable, and

adequate. I further submit that the requested fee in the amount of 26.2% of the

Settlement Fund should be approved as fair and reasonable, and the request for

reimbursement of total Litigation Expenses in the amount of $109,084.47 (which

includes $31,000 for Plaintiffs’ costs) should also be approved.

I declare under the penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed on September 24, 2019, in

Los Angeles, California.

s/ Casey E. Sadler Casey E. Sadler


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PROOF OF SERVICE BY ELECTRONIC POSTING

I, the undersigned say:

I am not a party to the above case, and am over eighteen years old. On

September 24, 2019, I served true and correct copies of the foregoing document, by

posting the document electronically to the ECF website of the United States District

Court for the Central District of California, for receipt electronically by the parties

listed on the Court’s Service List.

I affirm under penalty of perjury under the laws of the United States of America

that the foregoing is true and correct. Executed on September 24, 2019, at Los

Angeles, California.

s/ Casey E. Sadler Casey E. Sadler


EXHIBIT 1

Case 2:15-cv-08914-DMG-RAO Document 127-1 Filed 09/24/19 Page 1 of 69 Page ID #:2334

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495578.1 DECLARATION OF BRIAN MANIGAULT



In re CAPSTONE TURBINE

CORPORATION SECURITIES

LITIGATION

Lead Case No. 2:15-CV-08914 DMG (RAO)

DECLARATION OF BRIAN

MANIGAULT REGARDING: (A)

MAILING OF POSTCARD

NOTICE; (B) PUBLICATION OF

SUMMARY NOTICE; (C) REPORT

ON REQUESTS FOR EXCLUSION

AND OBJECTIONS; AND (D) THE

CLAIMS ADMINISTRATION

PROCESS


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495578.1 1 DECLARATION OF BRIAN MANIGAULT

I, BRIAN MANIGAULT, declare, pursuant to 28 U.S.C. § 1746:

1. I am a Project Manager at Angeion Group (“Angeion”). My business

address is 1650 Arch Street, Suite 2210, Philadelphia, PA 19103. I submit this

declaration in order to provide the Court and the parties to the above-captioned

litigation (the “Action”)1 with information regarding notice to the Settlement Class

and regarding receipt of requests for exclusion from the Settlement Class and

objections to the Settlement. I am over 21 years of age and am not a party to this

action. I have personal knowledge of the facts stated herein and, if called as a

witness, could and would testify competently thereto.

NOTICE TO THE SETTLEMENT CLASS

2. Pursuant to ¶ 7 of the Court’s May 17, 2019 Order Granting

Preliminary Approval of Settlement (Dkt. No. 122, the “Preliminary Approval

Order”), Angeion was retained as the Claims Administrator to supervise and

administer the notice procedure as well as the processing of Claims in connection

with the proposed settlement in the Action. Angeion mailed the Postcard Notice of

(I) Pendency of Class Action and Proposed Settlement; (II) Settlement Fairness

Hearing; and (III) Motion for an Award of Attorneys’ Fees and Reimbursement of

Litigation Expenses (the “Postcard Notice”) to all persons, identified through

reasonable effort, who purchased or otherwise acquired Capstone Turbine

Corporation (“Capstone”) common stock during the period between June 12, 2014

and November 5, 2015, inclusive (the “Settlement Class Period”). The Postcard

Notice mailed was substantially in the form approved by the Court. A copy of the

Postcard Notice is attached hereto as Exhibit A.

3. The Postcard Notice informed potential Class Members of the proposed

Settlement and provided them with direction on how to obtain a copy of the Proof of

1 All capitalized terms not otherwise defined herein shall have the same meanings

ascribed to them in the Stipulation and Agreement of Settlement dated April 12,

2019. Dkt. No. 118-1.


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Claim Form (“Claim Form”) by visiting the Settlement Website2 or emailing

[email protected]. A copy of the Claim Form is

attached as Exhibit B.

MAILING OF THE POSTCARD NOTICE

4. On May 28, 2019 Angeion received a list from the transfer agent (the

“Transfer Agent List”) containing shareholders of Capstone during the Settlement

Class Period. The Transfer Agent List contained data for 79 separate potential

members of the Settlement Class (“Settlement Class Members”).

5. Pursuant to ¶ 7 of the Preliminary Approval Order, on June 17, 2019

(the “Notice Date”), Angeion caused 79 Postcard Notices (corresponding to the 79

names included on the Transfer Agent List) to be mailed via United States Postal

Service (“USPS”) First Class mail, postage prepaid.

6. Angeion maintains a proprietary database of 3,363 known securities

brokers, dealers, banks, and other nominees (“Nominees”) to be used for notifying

record holders of settlements (the “Broker Database”). On the Notice Date,

Angeion caused 3,363 Postcard Notices (corresponding to the 3,363 Nominees in

the Broker Database) to be mailed via USPS First Class mail, postage prepaid.

7. Since the Notice Date, Angeion has received requests from Nominees

to (i) send the Postcard Notice to the Nominee for distribution, or (ii) send the

Postcard Notice directly to the Nominee’s customers, whose contact information the

Nominee provided to Angeion. Through September 18, 2019, as a result of requests

from 17 Nominees, Angeion mailed an additional 32,257 Postcard Notices, directly

or indirectly to potential Settlement Class Members.

8. As of September 18, 2019, the USPS has returned 196 Postcard Notices

as undeliverable with forwarding addresses. Angeion re-mailed the Postcard

Notices to the forwarding addresses.

2 Defined in ¶ 12, infra.


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9. As of September 18, 2019, the USPS has returned 1,220 Postcard

Notices as undeliverable with no forwarding address. Using locator services,

Angeion found 761 updated addresses and mailed Postcard Notices to the updated

addresses.

10. As a result of efforts described in ¶¶ 4-9 above, as of September 18,

2019, Angeion has mailed a total of 36,656 Postcard Notices to potential Settlement

Class Members.

PUBLICATION AND PRESS RELEASE OF

THE SUMMARY NOTICE

11. In accordance with ¶ 7(d) of the Preliminarily Approval Order,

Angeion caused the Summary Notice of (I) Pendency of Class Action and Proposed

Settlement; (II) Settlement Fairness Hearing; and (III) Motion for an Award of

Attorneys’ Fees and Reimbursement of Litigation Expenses (the “Summary

Notice”) to be transmitted over PR Newswire and published in Investor’s Business

Daily on June 24, 2019. A copy of the Summary Notice as transmitted over PR

Newswire is attached hereto as Exhibit C and a copy of the Summary Notice as

published in Investor’s Business Daily is attached hereto as Exhibit D.

THE SETTLEMENT WEBSITE

12. To further assist potential Settlement Class Members, Angeion, in

coordination with Class Counsel, designed, implemented, and currently maintains a

website3 dedicated to the Settlement (the “Settlement Website”). In accordance to ¶

7(c) of the Preliminary Approval Order, the Settlement Website became operation

on June 17, 2019 and will be live throughout the remainder of the administration.

Among other things, the Settlement Website includes general information regarding

the Settlement, lists the exclusion, objection, and claim filing deadlines, as well as

the date and time of the Courts’ Settlement Hearing. The Settlement Website also

3 www.CapstoneTurbineSecuritiesLitigation.com


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contains copies of the Long Form Notice of (I) Pendency of Class Action and

Proposed Settlement; (II) Settlement Fairness Hearing; and (III) Motion for an

Award of Attorneys’ Fees and Reimbursement of Litigation Expenses (the

“Notice”), which is attached hereto as Exhibit E, the Proof of Claim and Release

Form, the Stipulation, and the Preliminary Approval Order, as well as Frequently

Asked Questions. As of September 18, 2019, there have been 2,945 visitors to the

website.

THE TOLL-FREE TELEPHONE NUMBER

13. On June 17, 2019, in order to accommodate inquiries regarding the

Settlement, Angeion made operational a telephone number (1-855-637-1041) with

an Interactive Voice Response (“IVR”) system. Callers have the ability to listen to

important information about the Settlement 24 hours a day, 7 day a week, or leave a

message to request an Angeion representative to contact them. As of September 18,

2019, there were 413 calls to the IVR. The IVR will be maintained throughout the

administration of the Settlement. Angeion has promptly responded to each

telephone inquiry and will continue to address Settlement Class Member inquiries.

INCOMING MAIL

14. Angeion’s mailing address appears in the Postcard Notice, the

Summary Notice, the Notice, and the Settlement Website. Angeion has monitored

all mail that has been delivered to the mailing address, which would include requests

for exclusion from the Settlement Class, objections to the Settlement, Claim Forms,

and other administrative mail. All mail has been reviewed, processed, and

responded to in a timely manner.

REPORT ON RECEIPT OF REQUESTS FOR EXCLUSION AND

OBJECTIONS

15. Settlement Class Members were notified that written requests for

exclusion from the Settlement Class are to be postmarked no later than October 15,

2019 and addressed to CLASS ACTION OPT-OUT, ATTN: In re Capstone


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Turbine Corporation Securities Litigation, P.O. Box 58220, John F Kennedy Blvd,

Suite C31 Philadelphia, PA 19103. As of September 18, 2019, Angeion has

received one (1) exclusion request, which is attached hereto as Exhibit F.

Settlement Class Members were also notified that objections to the proposed

Settlement, Plan of Allocation, or request for attorneys’ fees and reimbursement of

Litigation Expenses must be submitted in writing to the Court and mailed to the

Claims Administrator, Lead Counsel and Defendants’ Counsel, such that it is

postmarked or received no later than October 15, 2019. As of September 18, 2019,

Angeion has not received any objections. Angeion will continue to monitor

incoming mail for exclusion requests and objections up to and beyond the receipt

date deadline and will report any exclusion requests or objections it receives.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 23rd day of September, 2019 at Philadelphia, PA.

Brian Manigault

Project Manager


EXHIBIT A


«Name1» «Name2»«Address1»«Address2»«City», «St» «Zip»

In re Capstone Turbine Securities Litigationc/o Claims Administrator1650 Arch Street, Suite 2210Philadelphia, PA 19103

COURT-ORDERED LEGAL NOTICE

Important Notice about a Securities Class Action Settlement.

You may be entitled to a CASH payment. This Notice may affect your legal rights. Please read it carefully.

In re Capstone Turbine Corporation Securities LitigationLead Case No.: CV 15-08914 DMG (RAOx)


THIS CARD PROVIDES ONLY LIMITED INFORMATION ABOUT THE SETTLEMENT. PLEASE VISIT WWW.CAPSTONETURBINESECURITIESLITIGATION.COM FOR MORE INFORMATION.

There has been a proposed Settlement of claims against Capstone Turbine Corporation (“Capstone”) and certain executives of Capstone (collectively, the “Defendants”). The Settlement would resolve a lawsuit in which Plaintiffs allege that Defendants disseminated materially false and misleading information to the investing public about its backlog and accounts receivable, in violation of the federal securities laws. Defendants deny any wrongdoing. You received this Postcard Notice because you or someone in your family may have purchased or otherwise acquired Capstone common stock between June 12, 2014 and November 5, 2015, inclusive, and been damaged thereby.

Defendants have agreed to pay a Settlement Amount of $5,550,000. The Settlement provides that the Settlement Fund, after deduction of any Court-approved attorneys’ fees and expenses, notice and administration costs, and taxes, is to be divided among all Settlement Class Members who submit a valid Claim Form, in exchange for the settlement of this case and the Releases by Settlement Class Members of claims related to this case. For all Settlement details, read the Stipulation and full Notice, available at the Settlement website.

Your share of the Settlement proceeds will depend on the number of valid Claims submitted, and the number, size and timing of your transactions in Capstone Securities. If every eligible Settlement Class Member submits a valid Claim Form, the average recovery will be $0.55 per eligible share of common stock before expenses and other Court-ordered deductions. Your award will be determined pro rata based on the number of claims submitted. This is further explained in the detailed Notice found on the Settlement website.

To qualify for payment, you must submit a Claim Form. The Claim Form can be found on the website www.CapstoneTurbineSecuritiesLitigation.com or will be mailed to you upon request to the Claims Administrator (1-855-637-1041). Claim Forms must be postmarked by October 15, 2019. If you do not want to be legally bound by the Settlement, you must exclude yourself by October 15, 2019 or you will not be able to sue the Defendants about any legal claims arising from the facts alleged in this case. If you exclude yourself, you cannot get money from this Settlement. If you want to object to the Settlement, you may submit an objection by October 15, 2019. The detailed Notice explains how to submit a Claim Form, exclude yourself or object.

The Court will hold a hearing in this case on November 15, 2019, to consider whether to approve the Settlement and a request by the lawyers representing the Settlement Class for up to 30% of the Settlement Fund in attorneys’ fees, plus actual expenses up to $140,000 for litigating the case and negotiating the Settlement, including reimbursement of Plaintiffs’ costs and expenses. You may attend the hearing and ask to be heard by the Court, but you do not have to. For more information, call toll-free 1-855-637-1041 or visit the Settlement website and read the detailed Notice.

Brokers and other nominees who purchased or otherwise acquired Capstone Securities during the Settlement Class Period for the benefit of another person or entity shall, within seven (7) days of receipt of the Postcard Notice: (a) request from the Claims Administrator copies of the Postcard Notice to forward to all such beneficial owners, and within seven (7) calendar days of receipt of those Postcard Notices, forward them to all such beneficial owners; or (b) send a list of the names and addresses of all such beneficial owners to the Claims Administrator.


EXHIBIT B


1





LITIGATION

Lead Case No.:

CV-15-08914-DMG (RAOx)

Honorable Dolly M. Gee

PROOF OF CLAIM AND RELEASE

Deadline for Submission: October 15, 2019

IF YOU PURCHASED OR OTHERWISE ACQUIRED CAPSTONE

TURBINE CORPORATION (“CAPSTONE” OR THE “COMPANY”)

COMMON STOCK BETWEEN JUNE 12, 2014 AND NOVEMBER 5,

2015, INCLUSIVE, AND WERE DAMAGED THEREBY, YOU MAY BE

A CLASS MEMBER AND YOU MAY BE ENTITLED TO SHARE IN THE

SETTLEMENT PROCEEDS.

I. GENERAL INSTRUCTIONS

1. To recover as a member of the Class based on your claims in the

action entitled In re Capstone Turbine Corp. Securities Litigation, Lead Case

No. CV 15-08914-DMG (RAOx) (the “Action”), you must complete and, on

page 18 hereof, sign this Proof of Claim and Release. If you fail to file a

properly addressed (as set forth in paragraph 3 below) Proof of Claim and

Release, your claim may be rejected and you may be precluded from any


2

recovery from the Net Settlement Fund created in connection with the

proposed Settlement of the Action.

2. Submission of this Proof of Claim and Release, however, does

not assure that you will share in the proceeds of the Settlement of the Action.

3. YOU MUST EMAIL OR MAIL YOUR COMPLETED AND

SIGNED PROOF OF CLAIM AND RELEASE POSTMARKED ON OR

BEFORE OCTOBER 15, 2019, ADDRESSED AS FOLLOWS TO THE

CLAIMS ADMINISTRATOR:

Capstone Turbine Securities Litigation Settlement

c/o Claims Administrator

1650 Arch Street, Suite 2210

Philadelphia, PA 19103

-or-

Email: [email protected]

If you are NOT a member of the Class as defined in the Postcard Notice or the

Notice of (I) Pendency of Class Action and Proposed Settlement; (II)

Settlement Fairness Hearing; and (III) Motion for an Award of Attorneys’

Fees and Reimbursement of Litigation Expenses (the “Notice”), DO NOT

submit a Proof of Claim and Release form.

4. If you are a member of the Class and you do not timely request

exclusion in connection with the proposed Settlement, you will be bound by


3

the terms of any judgment entered in the Action, including the releases

provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF

CLAIM AND RELEASE FORM.

5. PLEASE NOTE: As set forth in the Plan of Allocation, each

Authorized Claimant shall receive his, her or its pro rata share of the Net

Settlement Fund. If the prorated payment to any Authorized Claimant

calculates to less than $10.00, it will not be included in the calculation and no

distribution will be made to that Authorized Claimant.

II. CLAIMANT IDENTIFICATION

Use Part I of this form entitled “Claimant Identification” to identify the

beneficial purchaser of Capstone common stock which forms the basis of this

claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL

PURCHASER(S) OR ACQUIRER(S) OR THE LEGAL

REPRESENTATIVE OF SUCH PURCHASER(S) OR ACQUIRER(S) OF

SHARES UPON WHICH THIS CLAIM IS BASED.

All joint purchasers must sign this claim. Executors, administrators,

guardians, conservators and trustees must complete and sign this claim on

behalf of persons represented by them and their authority must accompany

this claim and their titles or capacities must be stated. The last four digits of


4

the Social Security (or taxpayer identification) number and telephone number

of the beneficial owner may be used in verifying the claim. Failure to provide

the foregoing information could delay verification of your claim or result in

rejection of the claim.

If you are acting in a representative capacity on behalf of a Class

Member (for example, as an executor, administrator, trustee, or other

representative), you must submit evidence of your current authority to act on

behalf of that Class Member. Such evidence would include, for example,

letters testamentary, letters of administration, or a copy of the trust

documents.

NOTICE REGARDING ELECTRONIC FILES: Certain claimants

with large numbers of transactions may request, or may be requested, to

submit information regarding their transactions in electronic files. To obtain

the mandatory electronic filing requirements and file layout, you may visit the

Settlement website at www.CapstoneTurbineSecuritiesLitigation.com or you

may email the Claims Administrator’s electronic filing department at

[email protected]. Any file not in accordance

with the required electronic filing format will be subject to rejection. No

electronic files will be considered to have been properly submitted unless the


5

Claims Administrator issues an email to that effect after processing your file

with your claim numbers and respective account information. Do not assume

that your file has been received or processed until you receive this email. If

you do not receive such an email within 10 days of your submission, you

should contact the electronic filing department at

[email protected] to inquire about your file

and confirm it was received and acceptable.

IMPORTANT: PLEASE NOTE THAT YOUR CLAIM IS NOT

DEEMED FILED UNTIL YOU RECEIVE AN

ACKNOWLEDGEMENT POSTCARD. THE CLAIMS

ADMINISTRATOR WILL ACKNOWLEDGE RECEIPT OF YOUR

CLAIM FORM BY MAIL, WITHIN 60 DAYS. IF YOU DO NOT

RECEIVE AN ACKNOWLEDGEMENT POSTCARD WITHIN 60

DAYS, PLEASE CALL THE CLAIMS ADMINISTRATOR TOLL

FREE AT 1-855-637-1041.

III. CLAIM FORM

Use Part II of this form entitled “Schedule of Transactions in Capstone

common stock” to supply all required details of your transaction(s) in

Capstone common stock. If you need more space or additional schedules,


6

attach separate sheets giving all of the required information in substantially

the same form. Sign and print or type your name on each additional sheet.

On the schedules, provide all of the requested information with respect

to all of your purchases and acquisitions and all of your sales of Capstone

common stock between June 12, 2014 and February 3, 2016, whether such

transactions resulted in a profit or a loss. You must also provide all of the

requested information with respect to all of the Capstone common stock you

held at the close of trading on February 3, 2016. Failure to report all such

transactions may result in the rejection of your claim.

List these transactions separately and in chronological order, by trade

date, beginning with the earliest. You must accurately provide the month,

day, and year of each transaction you list.

The date of covering a “short sale” is deemed to be the date of purchase

or acquisition of Capstone common stock. The date of a “short sale” is

deemed to be the date of sale of Capstone common stock.

Copies of stockbroker confirmation slips, stockbroker statements, or

other documents evidencing your transactions in Capstone common stock

should be attached to your claim. If any such documents are not in your

possession, please obtain a copy or equivalent documents from your broker


7

because these documents are necessary to prove and process your claim.

Failure to provide this documentation could delay verification of your claim

or result in rejection of your claim.


8



In re Capstone Turbine Corporation Securities Litigation

Lead Case No. CV 15-08914-DMG (RAOx)

PROOF OF CLAIM AND RELEASE

Must Be Emailed or Postmarked No Later Than:

October 15, 2019

Please Type or Print in Blue or Black Ink

PART I: CLAIMANT IDENTIFICATION

Beneficial Owner’s Name (First, Middle, Last):

Address:

City: State: ZIP:

Foreign Province: Foreign Country:

Day Phone: Evening Phone:

Email:

Last Four Digits of Social Security

Number (for individuals):

OR Last Four Digits of Taxpayer Identification

Number (for estates, trusts, corporations, etc.):


9

PART II: SCHEDULE OF TRANSACTIONS IN CAPSTONE

COMMON STOCK

Please be sure to include proper documentation with your Claim Form as

described in detail in Part II – General Instructions, above. Do not include

information regarding securities other than Capstone common stock.

1. HOLDINGS AS OF June 12, 2014 – State the total number of shares of

Capstone common stock held as of the opening of trading on June 12, 2014.

(Must be documented.) If none, write “zero” or “0.” ____________________

Confirm Proof of

Position

Enclosed

○

2. PURCHASES/ACQUISITIONS FROM June 12, 2014 THROUGH November 5, 2015 –

Separately list each and every purchase/acquisition (including free receipts) of Capstone common

stock from after the opening of trading on June 12, 2014 through and including the close of trading on

November 5, 2015. (Must be documented.)

Date of Purchase/

Acquisition

(List

Chronologically)

(Month/Day/Year)

Number of

Shares

Purchased/

Acquired

Purchase/

Acquisition

Price Per Share

Total Purchase/

Acquisition Price

(excluding taxes,

commissions, and

fees)

Confirm Proof of

Purchase

Enclosed

/ / $ $ ○

/ / $ $ ○

/ / $ $ ○

/ / $ $ ○

3. PURCHASES/ACQUISITIONS FROM November 6, 2015 THROUGH February 3, 2016 –

State the total number of shares of Capstone common stock purchased/acquired (including free

receipts) from after the opening of trading on November 6, 2015 through and including the close of

trading on February 3, 2016. If none, write “zero” or “0.”1 ____________________

1 Please note: Information requested with respect to your purchases/acquisitions of Capstone

common stock from after the opening of trading on November 6, 2015 through and including the close of trading on February 3, 2016 is needed in order to balance your claim; purchases during this

period, however, are not eligible under the Settlement and will not be used for purposes of

calculating your Recognized Claim pursuant to the Plan of Allocation.


10

4. SALES FROM June 12, 2014 THROUGH February 3, 2016 – Separately

list each and every sale/disposition (including free deliveries) of Capstone

common stock from after the opening of trading on June 12, 2014 through and

including the close of trading on February 3, 2016. (Must be documented.)

IF NONE,

CHECK HERE

○

Date of Sale

(List

Chronologically)

(Month/Day/Year)

Number of

Shares Sold

Sale Price

Per Share

Total Sale Price

(excluding taxes,

commissions, and

fees)

Confirm Proof

of Sale Enclosed

/ / $ $ ○

/ / $ $ ○

/ / $ $ ○

/ / $ $ ○

5. HOLDINGS AS OF February 3, 2016 – State the total number of shares of

Capstone common stock held as of the close of trading on February 3, 2016.

(Must be documented.) If none, write “zero” or “0.” ________________

Confirm Proof of

Position Enclosed

○

IF YOU REQUIRE ADDITIONAL SPACE FOR THE SCHEDULE ABOVE, ATTACH

EXTRA SCHEDULES IN THE SAME FORMAT. PRINT THE BENEFICIAL

OWNER’S FULL NAME AND LAST FOUR DIGITS OF SOCIAL

SECURITY/TAXPAYER IDENTIFICATION NUMBER ON EACH ADDITIONAL

PAGE. IF YOU DO ATTACH EXTRA SCHEDULES, CHECK THIS BOX

YOU MUST READ AND SIGN THE RELEASE ON PAGE 13.

FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN

PROCESSING OR REJECTION OF YOUR CLAIM.


11

PART III: RELEASE OF CLAIMS AND SIGNATURE

I. SUBMISSION TO JURISDICTION OF COURT AND

ACKNOWLEDGMENTS

I (We) submit this Proof of Claim and Release under the terms of the

Stipulation and Agreement of Settlement (“Stipulation”) described in the

Postcard Notice and the detailed Notice.2 I (We) also submit to the

jurisdiction of the United States District Court for the Central District of

California with respect to my (our) claim as a Class Member and for purposes

of enforcing the release set forth herein. I (We) further acknowledge that I am

(we are) bound by and subject to the terms of any judgment that may be

entered in the Action. I (We) agree to furnish additional information to the

Claims Administrator to support this claim if requested to do so. I (We) have

not submitted any other claim in connection with the same purchases of

Capstone common stock and know of no other person having done so on my

(our) behalf.

2 All capitalized terms used in this Proof of Claim and Release that are not otherwise

defined herein shall have the meanings ascribed to them in the Stipulation, which is

available at www.CapstoneTurbineSecuritiesLitigation.com.


12

II. RELEASE

1. Upon the Effective Date of the Settlement, I (we) hereby

acknowledge full and complete satisfaction of, and do hereby fully, finally

and forever settle, release and discharge from the Released Plaintiffs’ Claims

(defined below), including Unknown Claims (defined below), each and all of

the Defendants’ Releasees (defined below) as provided in the Stipulation,

parts of which are set forth in Paragraphs 2-5 below.

2. “Defendants’ Releasees” means Defendants, their current and

former officers, directors, partners, insurers, co-insurers, reinsurers,

principals, controlling shareholders, attorneys, accountants, auditors,

investment advisors, personal or legal representatives, agents, parents,

affiliates, subsidiaries, successors, predecessors, divisions, joint ventures,

assigns, assignees, spouses, heirs, estates, related or affiliated entities,

employees, any entity in which Defendants have a controlling interest, any

members of the Individual Defendants’ Immediate Family, any trust of which

an Individual Defendant is the settlor or which is for the benefit of an

Individual Defendant and/or any member of an Individual Defendant’s

Immediate Family, and any entity in which a Defendant and/or any member

of an Individual Defendant’s Immediate Family has or have a controlling


13

interest (directly or indirectly).

3. “Defendants” means Capstone and the Individual Defendants:

Darren R. Jamison, Jayme Brooks, and former defendant Edward I. Reich.

4. “Released Plaintiffs’ Claims” means all claims, demands, rights,

causes of action or liabilities of every nature and description whatsoever

(including, but not limited to, any claims for damages, interest, attorneys’

fees, expert or consulting fees, and other costs, expenses or liabilities

whatsoever), whether known claims or Unknown Claims, whether arising

under federal, state, common or foreign law or any other law, rule, ordinance,

administrative provision or regulation, whether class or individual in nature,

whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated,

at law or in equity, matured, unmatured, concealed or hidden, suspected or

unsuspected, which now exist or heretofore have existed, that Plaintiffs or any

other member of the Settlement Class: (i) asserted in the Amended Complaint

or prior complaints in this Action; or (ii) could have asserted in any forum that

arise out of or are based upon the allegations, transactions, public filings,

statements, facts, matters or occurrences, representations or omissions

involved, set forth, or referred to in the Amended Complaint and that relate to

the purchase, acquisition, holding, disposition, or sale of Capstone common


14

stock during the Settlement Class Period. Released Plaintiffs’ Claims do not

include: (i) any claims relating to the enforcement of the Settlement; (ii) any

claims of any person or entity who or which submits a request for exclusion

that is accepted by the Court; (iii) claims of FiveT Investment Management

LTD and Deep Field Fund Spc Ltd Open Cluster Segregated Portfolio

brought by them in the action styled FiveT Investment Management LTD, et

al., v. Jamison, et al., Case No. CV 18-03512-DMG-RAOx (C.D. Cal.); and

(iv) claims brought derivatively in the following actions: Stesiak v. Jamison,

et al., No. BC610782 (Los Angeles County); Kilpatrick v. Simon, et al., No.

BC623167 (Los Angeles County); Haber v. Jamison, et al., No.

CV16-01569-DMG-RAOx (C.D. Cal.); Tuttle v. Atkinson, et al., No. CV

16-05127-DMG-RAOx (C.D. Cal.); and Boll v. Jamison, et al., No. CV

16-05282-DMG-RAOx (C.D. Cal.).

(a) “Unknown Claims” means any Released Plaintiffs’

Claims which any plaintiff or any other Settlement Class Member does not

know or suspect to exist in his, her or its favor at the time of the release of such

claims, and any Released Defendants’ Claims which any Defendant or any

other Defendants’ Releasee does not know or suspect to exist in his, her, or its

favor at the time of the release of such claims, which, if known by him, her or


15

it, might have affected his, her or its decision(s) with respect to this

Settlement, including his, her or its decision(s) not to object to the Settlement

or to seek exclusion from the Settlement Class. With respect to any and all

Released Claims, the Parties stipulate and agree that, upon the Effective Date

of the Settlement, Plaintiffs and Defendants shall expressly waive, and each

of the other Settlement Class Members and each of the other Defendants’

Releases shall be deemed to have waived, and by operation of the Judgment,

shall have expressly waived the provisions, rights, and benefits conferred by

any law of any state or territory of the United States, or principle of common

law or foreign law, which is similar, comparable, or equivalent to California

Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or

releasing party does not know or suspect to exist in his or her

favor at the time of executing the release and that, if known by

him or her, would have materially affected his or her settlement

with the debtor or released party.

Plaintiffs, any Settlement Class Member, Defendants, and their respective

Releasees, may hereafter discover facts in addition to or different from those

which he, she, or it now knows or believes to be true with respect to the

subject matter of the Released Claims, but the Parties stipulate and agree that,

upon the Effective Date of the Settlement, Plaintiffs and each of the


16

Defendants shall expressly waive, and each of the other Settlement Class

Members and Releasees shall be deemed to have waived, and by operation of

the Judgment, shall have expressly waived any and all Released Claims

without regard to the subsequent discovery or existence of such different or

additional facts. Plaintiffs and Defendants acknowledge, and each of the

other Settlement Class Members and each of the other Defendants’ Releasees

shall be deemed by operation of law to have acknowledged, that the foregoing

waiver was separately bargained for and a key element of the Settlement.

5. I (We) hereby warrant and represent that I (we) have not

assigned or transferred or purported to assign or transfer, voluntarily or

involuntarily, any matter released pursuant to this release or any other part or

portion thereof.

6. I (We) hereby warrant and represent that I (we) have included

information about all of my (our) purchases, acquisitions, and sales of

Capstone common stock between June 12, 2014 and February 3, 2016, and

the number of shares of Capstone common stock held by me (us) at the close

of trading on February 3, 2016.


17

7. I (We) certify that I am (we are) not subject to backup

withholding under the provisions of Section 3406(a)(1)(C) of the Internal

Revenue Code.

Note: If you have been notified by the Internal Revenue Service that

you are subject to backup withholding, please strike out the language that you

are not subject to backup withholding in the certification above.

8. I (We) declare under penalty of perjury under the laws of the

United States of America that the foregoing information supplied by the

undersigned is true and correct.

Executed this ________________ day of __________________

(Month/Year)

in _________________________, _________________________________.

(City) (State/Country)

(Sign your name here)

(Type or print your name here)

(Capacity of person(s) signing, e.g.,

Beneficial Purchaser or Acquirer,

Executor or Administrator)


18

ACCURATE CLAIMS PROCESSING TAKES A

SIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign and date the above release and declaration. If this

Proof of Claim and Release is submitted on behalf of joint

claimants, then both claimants must sign.

2. Remember to attach supporting documentation, if available.

3. DO NOT send original stock certificates.

4. Keep a copy of everything you submit for your records,

including your Proof of Claim and Release form.

5. The Claims Administrator will acknowledge receipt of your

Claim Form by mail, within 60 days. Your claim is not deemed

filed until you receive an acknowledgement postcard. If you do

not receive an acknowledgement postcard within 60 days, please

call the Claims Administrator toll free at 1-855-637-1041.

6. If you move after submitting this Proof of Claim and Release,

please notify the Claims Administrator of the change in your

address.

THIS PROOF OF CLAIM AND RELEASE MUST BE SUBMITTED

VIA EMAIL OR POSTMARKED NO LATER THAN OCTOBER 15,

2019, ADDRESSED AS FOLLOWS:

Capstone Turbine Securities Litigation Settlement




-or-

Email: [email protected]


EXHIBIT C


EXHIBIT D


36 Mos Fund 2019 12 Wk 5 Yr Net NAVPerformance % % After Asset ChgRating Chg Chg Tax%Value



D ValInvInst +13 + 4 +7 34.88n+.28Asstmgmt$ 17.1 bil 877–225–5266

A– BMODivIncI +13 + 2 +37 14.36n+.11A BMOLgGrI +18 + 4 +61 18.18n+.15A BMOLgGrwY +18 + 4 +59 18.00n+.15

Aston Funds$ 6.2 bil 800–548–4539

A– SmallValI +21 + 5 +37 13.14n+.09AT Funds$ 1.4 bil 855–328–3863

A DiscplEq +20 + 7 +60 21.28n+.22

— B —Baird Funds$ 42.2 bil 866–442–2473

E AggregteBd + 6 + 3 +12 11.08n+.03E CorPlsBdIns + 7 + 3 +12 11.41n+.03

Baron Instl$ 12.6 bil 800–992–2766

A+ Asset +33+ 12 +73 88.31n+.29A+ BaronGrt +28 + 9 +90 33.53n+.31A+ Opportunity +29 + 7 +77 23.57n+.08A+ Partners +26 + 9 +61 61.73n–.10A SmallCap +29 + 6 +44 32.26n+.21

Baron Funds$ 6.4 bil 800–992–2766

A+ Asset +33+ 12 +70 84.88n+.28A+ Discovery +20 + 1 +75 20.27n+.02A– GrwRet +14 + 2 +41 18.04n–.08

A+ Opportunity +29 + 7 +74 22.64n+.07Berkshire Funds$ 286 mil 877–526–0707

A+ Focus +37 + 7+124 30.54n+.26BlackRock A$ 145 bil 212–810–5596

A+ CapAppInvA +25 + 8 +65 29.02 +.30A– CoreInv +20 + 6 +41 16.30 +.14A– EmgMkts +14 + 4 +13 22.98 +.37A+ EqInvA +34+ 12 +95 25.74 +.14B EquityDiv +15 + 5 +14 21.31 +.19D Glob Alloc + 8 + 1 +7 18.68 –.29A+ GrwtInv +26 + 9 +66 12.63 +.12D HiYld + 7 + 2 +7 7.65 +.04A LarCapGrInv +23 + 7 +39 15.89 +.15A– SmCapGr +22 + 4 +23 13.36 +.07

BlackRock BlRk$ 12.1 bil 212–810–5596

A+ CapAppK +25 + 8 +69 31.81n+.32BlackRock C$ 145 bil 212–810–5596

A AdvLarCap +22 + 6 +34 13.52n+.12A+ CapAppInvC +25 + 8 +56 20.58n+.21A– CapCoreInv +19 + 5 +35 13.84n+.12A+ EqInvC +33+ 12 +86 20.00n+.10B– Equity Div +14 + 4 +10 20.43n+.17D– GlobAlloc + 8 + 1 +4 16.69n–.27D– HiYldBd + 7 + 2 +4 7.66n+.03A+ LarCpFocInv +25 + 9 +57 9.27n+.09A– SmCapGr +21 + 3 +11 5.83n+.03

Blackrock C1$ 33.9 bil 212–810–5596

D– HiYldBd + 7 + 2 +4 7.66n+.03BlackRock Instl$ 150 bil 212–810–5596

A AdvLarCapGr +23 + 7 +41 16.66n+.16A+ CapAppInst +25 + 8 +68 31.62n+.33A– EmgMkts +14 + 4 +15 23.83n+.38A+ EqInstl +34+ 12 +98 29.77n+.15B Equity Div +15 + 5 +15 21.38n+.18A+ FocusGrwth +26 + 9 +69 13.79n+.13D Glob Alloc + 8 + 1 +8 18.82n–.29D HiYldBd + 7 + 2 +7 7.65n+.03A LarCapCore +20 + 6 +43 16.97n+.15A– SmCapGr +22 + 4 +27 18.51n+.09A+ Technology +32 + 9+143 33.96n+.32A– ValueOpps +20 + 6 +26 28.81n+.25

BlackRock K$ 34.4 bil 212–810–5596

D HiYld + 7 + 2 +7 7.65n+.03A– S&P500Ind +19 + 5 +53 352.13n+3.3

Blackrock R$ 89.8 bil 212–810–5596

A– AdvCapCore +19 + 6 +39 15.13n+.13A+ CapAppR +25 + 8 +61 23.51n+.25B EquityDiv +15 + 5 +28 21.49n+.19D– Glob Alloc + 8 + 1 +5 17.73n–.28A+ LarCapFoc +25 + 9 +63 11.21n+.11

BlackRock S$ 2.2 bil 212–810–5596

A+ LrgCapFocGr +26 + 9 +67 13.67n+.13BlackRock Svc$ 30.0 bil 212–810–5596

D HiYldBd + 7 + 2 +6 7.65n+.03A– SmCapGr +22 + 4 +24 15.09n+.07

Blackrock Funds$ 138 bil 212–810–5596

A+ Oppertunity +31 + 9+130 26.55n+.26E StratIncOpp p + 3 + 1 +5 9.88n+.00

E StratIncOpp p + 3 + 1 +2 9.87n+.00E StrtIncOppA p + 3 + 1 +4 9.88 +.00

Boston & Walden$ 866 mil 617–726–7250

A– Equity +19 + 6 +48 24.60n+.25Brown Advisory$ 4.7 bil 410–537–5400

A FlexEqtInst +20 + 6 +57 22.97n+.22A+ GrowEqtInst +28 + 8 +70 25.04n+.25

Brown Captl Mgmt$ 5.1 bil 877–892–4226

A+ SmallCo +29 + 9 +93 107.45n+.82

— C —Calamos Funds$ 36.4 bil 630–245–7200

A– GrowthA +23 + 7 +32 32.12 +.22A– GrowthI +23 + 7 +37 43.93n+.29

Calvert Group$ 9.7 bil 800–368–2745

A– CrRspIdxA +20 + 6 +51 24.53 +.21A EquityC +26 + 8 +53 28.93n+.28

CGM Funds$ 1.6 bil 800–345–4048

E Focus –13 – 6 –10 34.77n+.72D Mutual + 6 – 1 +7 27.99n+.30

Champlain$ 3.4 bil 866–773–3238

A MidCap b +20 + 4 +67 19.85n+.11A SmallCo +19 + 4 +56 20.11n+.09

Columbia A$ 152 bil 800–345–6611

A AcornA +22 + 5 +22 12.28 +.07A AcorUSA +20 + 3 +25 11.72 +.05A ActiveM +24 + 6 +53 14.64n+.18B– ContraCore +20 + 5 +42 25.50 +.26A– Conv Secs +18 + 6 +29 21.65 +.11B+ DivInc +17 + 5 +45 22.80 +.20A GlobalEq +23 + 8 +48 14.05 +.17

A– LargeGrA +23 + 6 +60 42.91 +.45A LargeGrow +18 + 4 +51 9.14 +.08A– Lg Cp Idx +19 + 5 +49 48.80n+.46A– LrgCapCore +19 + 5 +45 14.35 +.16A– LrgCapCore +19 + 5 +46 14.23n+.15A– MidCapGrow +26 + 7 +41 24.05 +.08A+ SelCom&Inf +24 + 3 +91 72.55 +.84A+ SelGlbTch +25 + 3 +95 39.83 +.49A SelLgGr +27 + 6 +45 12.93 +.15A+ SmallGrI +34+ 10 +57 19.77 +.11A+ TechGrw +26 + 7+127 37.02n+.47A+ Technology +26 + 7+124 35.56 +.45

Columbia C$ 121 bil 800–345–6611

A AcornC +21 + 5 +8 5.00n+.03A AcornUSA +19 + 3 +11 4.81n+.02C+ Contrar +19 + 5 +37 22.89n+.23A– ConvSecs +17 + 6 +26 21.59n+.11B DivInc +17 + 5 +41 22.06n+.19A– LargeGrow +26 + 6 +39 10.81n+.13A– LgCapGrC +22 + 6 +34 12.18n+.13A– LrgCapGrow +22 + 6 +53 35.04n+.37A– MidCapGr +26 + 7 +34 18.99n+.07A+ SelgCom&Inf +24 + 3 +81 47.24n+.56A+ SelGlbTch +24 + 3 +87 29.76n+.37A+ Technology +26 + 6+117 31.81n+.40

Columbia I,T&G$ 20.9 bil 800–345–6611

A– LargeGrT +23 + 6 +60 42.50 +.45A– MidCapGrT +26 + 7 +41 23.93 +.08A+ SmallGrI +34+ 10 +60 21.24n+.13

Columbia R$ 149 bil 800–345–6611

B ContraCore +20 + 5 +43 26.19n+.27B Contrar +20 + 5 +44 26.17n+.26B– Contrar +19 + 5 +40 25.51n+.26A– Convert +18 + 6 +31 21.84n+.11A– CoreR5 +16 + 3 +49 12.27n+.13B+ Dividend +17 + 5 +44 22.81n+.19B+ DivIncAdv +17 + 5 +46 23.21n+.20A– Largecap +19 + 5 +50 49.89n+.47A LargeGrow +27 + 6 +48 14.27n+.17A MidCapGr +26 + 8 +44 26.40n+.09A+ SelCom&Inf +24 + 3 +89 68.53n+.81

Columbia Y$ 40.3 bil 800–345–6611

B ContrarCore +20 + 5 +44 26.19n+.27B+ Dividend +17 + 5 +47 23.22n+.20A LrgCapGr +27 + 6 +48 14.49n+.17A– LrgEnCore +15 + 3 +45 23.84n+.22

Columbia Z$ 97.3 bil 800–345–6611

A AcornUSA +20 + 3 +29 14.88n+.07B ContraCore +20 + 5 +43 25.72n+.27A– DisCore +16 + 3 +49 12.31n+.13B+ DivIncZ +17 + 5 +46 22.82n+.20A– LgCapGrIII +23 + 6 +45 19.74n+.21A– LrgEnCore +15 + 3 +44 23.83n+.23A SelLgGrZ +27 + 6 +47 13.57n+.16

Columbia Funds$ 38.7 bil 800–345–6611

A AcornIns +22 + 5 +26 15.15n+.09B– ContraCore +20 + 5 +42 25.23 +.26A– ConvSecs +18 + 6 +31 21.68n+.11A– LgCapIdx +19 + 5 +50 49.11n+.47A+ SelCom&Inf +25 + 3 +95 80.31n+.94A+ SelGlob +25 + 3 +97 40.66n+.51A+ SeligCom +25 + 3 +94 79.92n+.94

— D — E —Davenport Funds$ 978 mil 800–846–6666

A– EquityOpp +30+ 11 +44 20.20n+.16Davis Funds A$ 14.6 bil 800–279–0279

B– NYVenture +17 + 4 +25 28.69 +.29Davis Funds B$ 12.1 bil 800–279–0279

C+ NYVenture +17 + 3 +18 24.37n+.24Davis Funds C&Y$ 26.9 bil 800–279–0279

C+ NYVentureC +17 + 3 +20 25.33n+.25B NYVentureY +17 + 4 +26 29.47n+.29

Delaware A$ 14.3 bil 877–693–3546

A– SelectGrow +25 + 8 +28 34.88 +.16A+ SMIDCapGrow +31 + 6 +68 25.03 +.17A SmlCpGrow +22 + 5 +35 15.23n+.09

Delaware C$ 8.4 bil 877–693–3546

A LrgCpGrow +21 + 6 +51 14.33n+.16A SMIDCapGrow +30 + 6 +53 10.75n+.07

Delaware Instl$ 7.7 bil 877–693–3546

A+ LrgCpGrow +22 + 6 +62 19.03n+.21A– SelectGrow +25 + 8 +30 39.09n+.17A– USGrowth +21 + 9 +41 24.50n+.21

DEUTSCHE Asst & Wealth$ 8.3 bil 800–621–7705

A– CoreEquity +19 + 5 +47 27.10n+.24A– Eq500Idx +19 + 5 +40 201.47n+1.9A LgCpFocGrw +26 + 8 +66 52.37n+.44

Dimensional Funds$ 385 bil 512–306–7400

E 5GlbFxdInc + 3 + 1 +7 10.87n+.01B EmMktCorEq + 9 + 1 +5 20.97n+.28A– EnhUSLgCo +20 + 6 +28 13.67n+.13D IntlCoreEq +12 + 3 +2 13.13n+.15D– IntlSmallCo +12 + 2 +5 17.82n+.21E IntlSmCpVal + 9 + 0 –4 18.07n+.22A– SustUSCorI +20 + 5 +46 22.99n+.20A– TxMgdUSEq +19 + 5 +51 31.90n+.29B+ USCorEq1 +18 + 4 +43 24.18n+.21B USCorEq2 +17 + 4 +36 22.18n+.19A USLCpGr +20 + 6 +60 21.54n+.22B– USLgCapVal +13 + 3 +27 36.20n+.28A– USLgCo +19 + 5 +52 22.88n+.22C USSmallCap +13 + 1 +25 33.64n+.22D– USSmlValI + 9 – 3 +9 32.56n+.27D USTgtValI +11 – 1 +12 22.02n+.16

Direxion Funds$ 17.6 bil 877–437–9363

E IdxdComStrA – 4 – 4 –28 13.00n+.21Dodge&Cox$ 218 bil 800–621–3979

B– Balanced +11 + 3 +26 100.43n+.65D– Income + 6 + 2 +11 13.98n+.04D IntlStock +12 + 2 –7 41.38n+.33A– Stock +14 + 3 +36 189.17n+1.7

Doubleline Funds$ 147 bil 213–633–8200

A Enhance +22 + 6 +64 15.47n +.17A+ Enhance +22 + 6 +75 15.48n+.16E TotRtrnBndI + 4 + 2 +10 10.71n+.01E TotRtrnBndN + 4 + 2 +9 10.70n+.01

DWS Funds A$ 17.8 bil 800–728–3337

A CapGrowthA +26 + 8 +61 81.66 +.82A– CoreEquity +19 + 5 +46 26.78 +.24A LgCpFocGrw +26 + 8 +63 50.01 +.42A+ Technology +26 + 7 +78 23.55 +.25

DWS Funds C$ 4.5 bil 800–728–3337

A+ Technology +26 + 7 +66 15.01n+.16DWS Funds Instl$ 1.4 bil 800–728–3337

A– Eq500Idx +19 + 5 +41 204.75n+1.9DWS Funds S$ 16.8 bil 800–728–3337

A CapGrowth +26 + 8 +63 82.64n+.82A+ LtnAmerEq +20+ 11 +10 30.22n+.18A– S&P500IdxS +19 + 5 +47 32.07n+.30

Eagle Funds$ 14.0 bil 800–237–3101

A– CapApprA +20 + 5 +55 42.10 +.41A– CapApprC +19 + 5 +46 29.23n+.29A MidCpGrowC +27 + 9 +55 49.94n+.32

Eaton Vance A$ 48.8 bil 800–225–6265

A LgCapGrow +20 + 4 +59 28.24 +.29A– TxMgdGr 1.0 +18 + 4 +52 1261.98n+2.6

Eaton Vance Instl$ 40.5 bil 800–225–6265

A AtlSmidCap +26 + 9 +76 37.56n+.17

— F —FAM Funds$ 324 mil 800–721–5391

A EquityInc +23 + 8 +58 36.65n+.41Federated A$ 82.0 bil 800–245–5051

A KaufmanLrg +28 + 9 +66 27.01 +.23A+ Kaufmann +26 + 7 +60 6.37 +.04A+ KaufSmlCap +29 + 7 +97 41.94 +.28

Federated B$ 25.0 bil 800–245–5051

A+ Kaufmann +26 + 7 +58 5.10n+.04A+ KaufSmlCap +28 + 7 +94 35.65n+.24

Federated C$ 42.6 bil 800–245–5051

A KaufmanLrg +27 + 9 +60 24.48n+.20

A+ KaufmnC +25 + 7 +58 5.08n+.03A+ KaufSmlCapC +28 + 7 +94 35.66n+.24A MDTMdGrStr +25 + 6 +32 27.89n+.21

Federated Funds$ 51.8 bil 800–245–5051

A KaufmanLrgR +28 + 9 +63 25.59n+.22A+ KaufmannR +26 + 7 +70 6.39n+.05A+ KaufSmlCapR +29 + 7+102 42.15n+.28A– MaxCapIdx +19 + 5 +32 9.88n+.10

Federated Instl$ 42.5 bil 800–245–5051

A KaufmanLrg +28 + 9 +68 27.79n+.23A+ KaufSmlCap +29 + 7 .. 42.67n+.28A– MaxCapIdx +19 + 5 +33 10.04n+.09A+ MDTMdGrStr +26 + 7 +44 43.64n+.33A MDTSmlCpGr +17 + 4 +57 24.19n+.12

Fidelity$ 96.6 bil 800–343–3548

E GradeBond + 6 + 3 +8 11.42n+.03A+ GrowthComp +24 + 4 +84 17.48n+.11C+ Internation +21 + 8 +22 16.22n+.22E ValueIntern +12 + 3 –9 9.59n+.08

Fidelity Adv A$ 142 bil 800–343–3548

A– ConsmrDisc r +21 + 6 +56 29.92 +.19A+ EquityGr +22 + 6 +68 12.41 +.14A InsightsZ +22 + 7 +55 33.06n+.33E TotalBond r + 6 + 3 +7 10.79 +.03

Fidelity Adv C$ 157 bil 800–343–3548

A EquityGrow r +22 + 6 +61 10.38n+.11A+ GrowthOpp r +26 + 5 +88 71.02n+.51E InvGrBd + 6 + 3 +5 8.08n+.02A– NewInsight +22 + 7 +46 27.49n+.27A+ SmallGrowA r +26 + 7 +68 22.63n+.11E TotalBond r + 6 + 2 +5 10.79n+.03

Fidelity Adv I$ 174 bil 800–343–3548

A– Consmr Disc r +21 + 6 +58 32.36n+.21A– DiverStck +18 + 5 +37 26.16n+.26A+ EquityGrow +23 + 6 +70 13.71n+.15A+ GrowthOpp +27 + 6 +99 90.16n+.65E InvGrdBd + 6 + 3 +8 8.08n+.01A NewInsight +22 + 7 +54 33.02n+.33A+ SmallGrowI r +27 + 7 +78 27.00n+.12A– StkSelAll +20 + 5 +41 46.04n+.40E TotalBond + 6 + 3 +8 10.76n+.02A– Utilities r +15 + 5 +40 33.14n+.29

Fidelity Advisor Z$ 43.0 bil 800–343–3548FloatRate + 3 + 0 .. 9.49n+.00StraInc + 6 + 2 .. 12.48n+.05Fidelity Freedom$ 170 bil 800–343–3548

C 2020 +11 + 3 +21 15.85n+.10C 2025 +12 + 3 +23 13.84n+.09B– 2030 +13 + 4 +25 17.15n+.14B– 2040 +15 + 4 +27 9.98n+.09

Fidelity Select$ 24.4 bil 800–343–3548

A– AirTrnsprt r +15 + 4 +40 74.89n+.26A CommEquip r +15 – 1 +37 39.32n+.61A+ Computers r +16 + 5 +39 72.71n+1.1A– ConsmrDisc r +21 + 6 +60 47.29n+.30A+ ITServices r +34 + 7+127 72.08n ..A+ MedEq&Sys r +19 + 6+106 56.22n+.34A+ Sftwr&Cmp r +27 + 8+114 18.74n+.28A– Utilities r +15 + 5 +41 92.01n+.82A– Wireless +19 + 6 +30 9.75n+.05

Fidelity Spartan Adv$ 62.1 bil 800–343–3548

D+ IntlIdFd I +14 + 4 +3 41.34n+.42E USBdIdI + 5 + 3 +7 11.78n+.02

Fidelity Invest$ 1904 bil 800–343–35482020Freedom +11 + 3 .. 15.83n+.102035Freedom +15 + 4 .. 14.29n+.12

A– 500IdxInsPr +19 + 5 +53 103.07n+.98A– Advchina +16 – 1 +26 33.94n+.63A– AdvchinaR +16 – 1 +25 33.79 +.62A– AdvDivStkA +18 + 5 +35 24.44 +.24A– AdvDivStkO +18 + 5 +37 25.20n+.25A+ AdvSemi +23 + 3 +98 22.25n+.21A AdvSemiconC +23 + 2 +66 17.87n+.17A+ AdvSrsGro +27 + 6+100 15.11n+.10A+ AdvTechA r +28 + 8 +91 51.45 +.58B– Balanced +15 + 4 +29 23.61n+.17B– BalancedK +15 + 4 +29 23.62n+.18A+ BluChpGroK +21 + 5 +78 101.69n+.79A– CaptlApprK +20 + 7 +40 35.75n+.39A– ChinaRgn +16 – 1 +26 34.17n+.63A– Consmr Disc r +21 + 6 +50 24.06n+.15A– ConsmrDis r +21 + 6 +54 27.87 +.18A+ Dfnse&Aero r +27+ 10 +76 17.90n+.30D DiversIntl +17 + 6 +8 37.09n+.42D DiversIntlK +17 + 6 +9 37.02n+.42A– DiversStk +18 + 5 +33 24.21 +.24A EmrgAsia +17 + 2 +34 39.59n+.63A EmrgAsia r +17 + 2 +35 43.32n+.70

A EmrgAsiaA r +17 + 2 +32 38.36 +.61A– EmrgAsiaC +17 + 2 +28 34.53n+.55A EmrgAsiaM r +17 + 2 +31 37.21 +.59A– EmrgMktK +21 + 6 +24 32.18n +.52A+ EqGrowthZ +23 + 6 +71 13.82n+.15D– FloatHiInc + 5 + 1 +6 9.50n+.01E FloatRtHiIn r + 5 + 1 +6 9.51 +.01A+ FocusedStk r +22 + 7 +58 25.54n+.29

Free2045K +15 + 4 .. 11.31n+.10Freedom +15 + 4 .. 14.28n+.13Freedom +13 + 4 .. 17.13n+.14Freedom2025 +12 + 3 .. 13.82n+.10Freedom2025 +12 + 3 .. 13.81n+.10Freedom2030 +13 + 4 .. 17.11n+.14Freedom2040 +15 + 4 .. 9.95n+.09Freedom2040 +15 + 4 .. 9.97n+.09Freedom2045 +15 + 4 .. 11.29n+.11FreedomK6 +11 + 3 .. 15.81n+.11

A+ GrowthOpp +26 + 6 +94 82.46 +.60A+ GrwDiscovyK +22 + 6 +75 38.05n+.42A– Independnc +22 + 7 +30 37.61n+.34A– IndependncK +22 + 7 +30 37.63n+.34E InvGrdBd + 6 + 3 +7 8.07 +.01A– LatinAmer r +23+ 14 –15 26.87n+.51A– LatinAmer +23+ 14 –14 26.58 +.50A– LatinAmer +23+ 14 –13 26.51 +.50A Leisure r +23 + 9 +56 15.94n+.02A– LgCorEnhIdx +16 + 4 +45 15.36n+.14A LgGrwEnhIdx +20 + 6 +58 20.25n+.18C LowPriStkK +12 + 2 +23 48.58n+.37C LowPrStk +12 + 2 +23 48.61n+.36A– Magellan +21 + 7 +53 10.77n +.10A– Multimedia r +21 + 5 +32 61.99n+.33A NewInsight +22 + 7 +50 30.93 +.31A OppsGrowth +27 + 6 +61 90.93n+.66A+ OTC +23 + 5 +87 12.22n+.11A+ OTCK +23 + 5 +87 12.41n+.11B– Puritan +14 + 4 +30 22.18n +.16B– PuritanK +14 + 4 +31 22.17n+.17A– SaiUS +19 + 5 .. 15.92n+.15A+ SelectTech r +29 + 8 +92 17.26n+.19A+ SelSemi r +23 + 3 +91 9.71n+.09A+ SemiCondA +23 + 3 +95 20.98 +.19A+ SerEqGr +23 + 6 .. 14.69n+.17A+ SmlCapGrM r +27 + 7 +73 24.78 +.11B+ SpExIdAdv +20 + 4 +36 62.51n+.36A– StkSelAllCp +20 + 5 +41 46.00n+.40A– StkSlAllCpK +20 + 5 +42 46.11n+.40A+ Technology +28 + 8 +88 48.20 +.53A+ Technology r +28 + 8 +83 41.90n+.47E TotalBnd + 6 + 3 +8 10.78n+.03

TotalBond + 5 + 2 .. 10.55n+.03E TotalBond r + 6 + 3 +7 10.77 +.03A– TotMkIdI +19 + 5 +50 83.70n+.74A– Transport r +13 + 1 +35 91.84n+.61A– Volatility +18 + 6 .. 14.63n+.12A– WIDINSTL +19 + 6 +34 27.45n+.30A– Worldwide +19 + 6 +33 27.26 +.30

FidltyAdvFoc A$ 6.8 bil 800–343–3548

A– Utilities +14 + 5 +38 32.40 +.29First Eagle$ 102 bil 800–334–2143

D GlobalA +14 + 3 +17 57.78 +.80E OverseasA +12 + 4 +7 24.12 +.30E OverseasI +12 + 4 +9 24.67n +.30

First Invstrs A$ 8.4 bil 800–423–4026

A SelectGrow b +14 + 1 +46 12.39 +.11First Invstrs B$ 7.1 bil 800–423–4026

A– SelectGrow m +11 – 2 +35 9.77n+.00Firsthand Funds$ 363 mil 888–884–2675

A+ TechOppert +31 + 3+123 13.60n+.07FmlyFnds$ 1.9 bil 800–421–4184

A+ SmallCap +19 + 3 +62 29.22n+.21FPA Funds$ 18.6 bil 800–982–4372

D+ Crescent +14 + 3 +18 33.67n+.25Frank/Tmp Fr A$ 203 bil 800–342–5236

E CATaxFr + 6 + 2 +16 7.56 +.01A ConvSecs +21 + 7 +43 22.91 +.10A+ Dynatech +32 + 9+106 86.49 +.85A GrOppoA +27 + 8 +61 40.52 +.38C– Income +11 + 2 +6 2.32 +.01

Frank/Tmp Fr C$ 252 bil 800–342–5236

E CA Tax Fr + 6 + 2 +14 7.54n+.01A ConvSecs +21 + 7 +40 22.55n+.09A+ Dynatech +32 + 9 +98 71.77n+.70A GrOppoC +27 + 8 +54 33.22n+.32A Grwth +22 + 7 +59 100.28n+1.0D+ Income +11 + 1 +4 2.35n+.01B+ RisingDivsC +20 + 6 +40 65.35n+.70B+ RisingDivsR +21 + 6 +43 66.45n+.72A SmCpGr +25 + 5 +35 17.17n+.10



Nov 17 2.8%Dec 17 2.7%Jan 18 2.6%Feb 18 2.5%Mar 18 2.6%Apr 18 2.6%

May 18 2.5%Jun 18 2.7%Jul 18 2.8%Aug 18 2.6%Sep 18 2.5%Oct 18 2.6%

Nov 18 2.8%Dec 18 2.5%Jan 19 2.6%Feb 19 2.6%Mar 19 2.6%Apr 19 2.5%




U.S. Stock Fund Cash Position High (11/00) 6.2% Low (2/18) 2.5%





Best % Change Last 4 Weeks:

Fidelity Sel MedEq&Sys " 9 6.2 bil

Vanguard Metals&Min " 8 1.8 bil

BlackRock A NatResInv " 8 156 mil

Vanguard Index InfoTecAdm " 8 21.1 bil

PgimInvest NatlRsrc " 7 926 mil

Ivy Sci&TechA :" 7 7.2 bil


Fidelity Sel MedEq&Sys " 9 6.2 bil

Eaton Vance A WWHlthSci " 8 967 mil

Invesco Funds GlbHlthCare " 7 1.3 bil

Frank/Tmp Fr A BiotchDsc " 7 1.1 bil

Putnam A GlbHlthCre " 7 1.2 bil

Cohen & Steers RltyShrs :" 7 4.4 bil


Ivy Sci&TechA :" 9 7.2 bil

GoldmnSachs A TechOppsA " 8 479 mil

Fidelity Sel Sftwr&Cmp " 8 6.9 bil

MFS Funds A Technology " 8 1.2 bil

Fidelity Brokrge&Inv " 8 304 mil

PriceFds Media&Telcm " 8 6 bil

Top Industry & Sector FundsBest % change in last 4, 8 & 12 weeks on a total re-turn basis. : indicates fund is on 3 different weeks’lists. $ NetMutual Fund % Change Assets

Top Industry & Sector FundsBest % change in last 16 & 39 weeks on a totalreturn basis. : indicates fund is on 3 differ-ent weeks’ lists. $ NetMutual Fund % Change Assets





Best % Change Last 16 Weeks:PriceFds Media&Telcm " 11 6 bilCohen & Steers RltyShrs :" 11 4.4 bilGoldmnSachs A TechOppsA " 11 479 milFidelity Sel Sftwr&Cmp " 11 6.9 bilInvesco Funds A Real Estate " 11 1.5 bilDWS Funds A Technology " 11 860 milTIAA–CREF FUNDS RlEstSecPrm " 11 2.5 bilVanguard Index InfoTecAdm " 11 21.1 bilIvy Sci&TechA :" 11 7.2 bilAmer Cent Inv RealEstate " 10 1 bilDimensional RealEstateI " 10 9.6 bilCohen & Steers RltyIncA " 10 4.8 bil

Best % Change Last 39 Weeks:Dimensional RealEstateI " 16 9.6 bilTIAA–CREF FUNDS RlEstSecPrm " 16 2.5 bilCohen & Steers RltyShrs :" 16 4.4 bilPgimInvest UtilityA " 15 3.3 bilDWS Funds A RealEstateA " 15 1.4 bilAmer Cent Inv RealEstate " 14 1 bilCohen & Steers RltyIncA " 14 4.8 bilInvesco Funds A Real Estate " 14 1.5 bilVanguard Index REIT " 14 60.5 bilPIMCO Inst l RealEstate " 14 1.6 bilJP Morgan Fds RealtyInc " 14 2.6 bilNuveen Cl I RealEstate " 13 3.762 bil

UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIA

SUMMARY NOTICE OF (I) PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT; (II) SETTLEMENT FAIRNESS HEARING; AND (III) MOTION FOR AN AWARD OF

ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES

TO: all persons and entities who or which purchased or otherwise acquired Capstone common stock between June 12, 2014 and November 5, 2015, inclusive (the “Settlement Class Period”) and were damaged thereby:

PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Central District of California, that the above-captioned

If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Settlement Fund. The Notice and Proof of

In re Capstone Turbine Corporation Litigation, c/o

postmarked

or their counsel regarding this notice. All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to Lead Counsel or the Claims Administrator.

In re Capstone Turbine Securities Litigation

In re CAPSTONE TURBINE CORPORATION SECURITIES

A12 WEEK OF JUNE 24, 2019 MUTUAL FUND PERFORMANCE INVESTORS.COMCase 2:15-cv-08914-DMG-RAO Document 127-1 Filed 09/24/19 Page 36 of 69 Page ID #:2369

EXHIBIT E






LITIGATION

Lead Case No.: CV 15-08914-DMG

(RAOx)

Honorable Dolly M. Gee

NOTICE OF (I) PENDENCY OF CLASS ACTION AND PROPOSED

SETTLEMENT; (II) SETTLEMENT FAIRNESS HEARING; AND (III)

MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND

REIMBURSEMENT OF LITIGATION EXPENSES

A Federal Court authorized this Notice. This is not a solicitation from a lawyer.

NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights may

be affected by the above-captioned securities class action (the “Action”) pending in

the United States District Court for the Central District of California (the “Court”),

if, during the period between June 12, 2014 and November 5, 2015, inclusive (the

“Settlement Class Period”), you purchased or otherwise acquired Capstone Turbine

Corporation common stock and were damaged thereby.1

NOTICE OF SETTLEMENT: Please also be advised that the Court-appointed Lead

Plaintiffs, Randall and Elizabeth Kay, and plaintiffs David Kinney and John Perez

(collectively, “Plaintiffs”), on behalf of themselves and the Settlement Class (as

defined in ¶ 27 below), have reached a proposed settlement of the Action for

$5,550,000 in cash that, if approved, will resolve all claims in the Action (the

“Settlement”).

PLEASE READ THIS NOTICE CAREFULLY. This Notice explains

1 All capitalized terms used in this Notice that are not otherwise defined herein shall have the

meanings ascribed to them in the Stipulation and Agreement of Settlement dated April 12, 2019

(the “Stipulation”), which is available at www.CapstoneTurbineSecuritiesLitigation.com.


2

important rights you may have, including the possible receipt of cash from the

Settlement. If you are a member of the Settlement Class, your legal rights will

be affected whether or not you act.

If you have any questions about this Notice, the proposed Settlement, or your

eligibility to participate in the Settlement, please DO NOT contact Capstone,

any other Defendants in the Action, or their counsel. All questions should be

directed to Lead Counsel or the Claims Administrator (see ¶ 87 below).

1. Description of the Action and the Settlement Class: This Notice relates

to a proposed Settlement of claims in a pending securities class action brought by

investors alleging, among other things, that defendant Capstone Turbine

Corporation (“Capstone”), Darren R. Jamison (“Jamison”), Edward Reich

(“Reich”), and Jayme Brooks (“Brooks”) (collectively, the “Defendants”)2

violated the federal securities laws by making false and misleading statements

regarding Capstone. A more detailed description of the Action is set forth in

paragraphs 11-26 below. The proposed Settlement, if approved by the Court, will

settle claims of the Settlement Class, as defined in paragraph 27 below.

2. Statement of the Settlement Class’s Recovery: Subject to Court

approval, Plaintiffs, on behalf of themselves and the Settlement Class, have agreed

to settle the Action in exchange for a settlement payment of $5,550,000 in cash

(the “Settlement Amount”) to be deposited into an escrow account. The Net

Settlement Fund (i.e., the Settlement Amount plus any and all interest earned

thereon (the “Settlement Fund”) less (a) any Taxes, (b) any Notice and

Administration Costs, (c) any Litigation Expenses awarded by the Court, and (d)

any attorneys’ fees awarded by the Court) will be distributed in accordance with a

plan of allocation that is approved by the Court, which will determine how the Net

Settlement Fund shall be allocated among members of the Settlement Class. The

proposed plan of allocation (the “Plan of Allocation”) is set forth on pages 17-25

below.

3. Estimate of Average Amount of Recovery Per Share: Based on

Plaintiffs’ damages expert’s estimate of the number of shares of Capstone

common stock purchased during the Settlement Class Period that may have been

affected by the conduct at issue in the Action and assuming that all Settlement

Class Members elect to participate in the Settlement, the estimated average

recovery (before the deduction of any Court-approved fees, expenses and costs as

2 Defendants Jamison, Reich, and Brooks are collectively referred to herein as the “Individual

Defendants.”


3

described herein) per eligible security is $0.55. Settlement Class Members should

note, however, that the foregoing average recovery per share is only an estimate.

Some Settlement Class Members may recover more or less than this estimated

amount depending on, among other factors, when and at what prices they

purchased/acquired or sold their Capstone stock and the total number of valid

Claim Forms submitted. Distributions to Settlement Class Members will be made

based on the Plan of Allocation set forth herein (see pages 17-25 below) or such

other plan of allocation as may be ordered by the Court.

4. Average Amount of Damages Per Share: The Parties do not agree on the

average amount of damages per share that would be recoverable if Plaintiffs were

to prevail in the Action. Among other things, Defendants deny that they violated

the federal securities laws or that any damages were suffered by any members of

the Settlement Class as a result of their conduct.

5. Attorneys’ Fees and Expenses Sought: Court-appointed Lead Counsel,

Glancy Prongay & Murray LLP, which have been prosecuting the Action on a

wholly contingent basis since its inception, have not received any payment of

attorneys’ fees for their representation of the Settlement Class and have advanced

the funds to pay expenses necessarily incurred to prosecute this Action. Lead

Counsel will apply to the Court for an award of attorneys’ fees in an amount not to

exceed 30% of the Settlement Fund. In addition, Lead Counsel will apply for

reimbursement of Litigation Expenses paid or incurred in connection with the

institution, prosecution and resolution of the claims against the Defendants, in an

amount not to exceed $140,000, which may include an application for

reimbursement of the reasonable costs and expenses incurred by Plaintiffs directly

related to their representation of the Settlement Class. Any fees and expenses

awarded by the Court will be paid from the Settlement Fund. Settlement Class

Members are not personally liable for any such fees or expenses. An estimate of

the average cost per affected share of common stock, if the Court approves Lead

Counsel’s fee and expense application, is $0.18 per eligible share.

6. Identification of Attorneys’ Representatives: Plaintiffs and the

Settlement Class are represented by Casey E. Sadler, Esq. of Glancy Prongay &

Murray LLP, 1925 Century Park East, Suite 2100, Los Angeles, CA 90067, (888)

773-9224, [email protected].

7. Reasons for the Settlement: Plaintiffs’ principal reason for entering into

the Settlement is the substantial immediate cash benefit for the Settlement Class

without the risk or the delays inherent in further litigation. Moreover, the

substantial cash benefit provided under the Settlement must be considered against

the significant risk that a smaller recovery – or indeed no recovery at all – might


4

be achieved after contested motions, a trial of the Action and the likely appeals

that would follow a trial. This process could be expected to last several years.

Defendants, who deny all allegations of wrongdoing or liability whatsoever, are

entering into the Settlement solely to eliminate the uncertainty, burden and

expense of further protracted litigation.

YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:

SUBMIT A CLAIM

FORM POSTMARKED

NO LATER THAN

OCTOBER 15, 2019.

This is the only way to be eligible to receive a

payment from the Settlement Fund. If you are a

Settlement Class Member and you remain in the

Settlement Class, you will be bound by the

Settlement as approved by the Court and you will

give up any Released Plaintiffs’ Claims (defined in

¶ 36 below) that you have against Defendants and

the other Defendants’ Releasees (defined in ¶ 37

below), so it is in your interest to submit a Claim

Form.

EXCLUDE YOURSELF

FROM THE

SETTLEMENT CLASS

BY SUBMITTING A

WRITTEN REQUEST

FOR EXCLUSION

THAT IS RECEIVED

BY, OR POSTMARKED

NO LATER THAN,

OCTOBER 15, 2019.

If you exclude yourself from the Settlement Class,

you will not be eligible to receive any payment from

the Settlement Fund. This is the only option that

allows you ever to be part of any other lawsuit

against any of the Defendants or the other

Defendants’ Releasees concerning the Released

Plaintiffs’ Claims.

OBJECT TO THE

SETTLEMENT BY

SUBMITTING A

WRITTEN OBJECTION

SO THAT IT IS

RECEIVED BY, OR

POSTMARKED NO

LATER THAN,

OCTOBER 15, 2019.

If you do not like the proposed Settlement, the

proposed Plan of Allocation, or the request for

attorneys’ fees and reimbursement of Litigation

Expenses, you may write to the Court and explain

why you do not like them. You cannot object to the

Settlement, the Plan of Allocation or the fee and

expense request unless you are a Settlement Class

Member and do not exclude yourself from the

Settlement Class.

GO TO A HEARING ON

NOVEMBER 15, 2019

Submitting a written objection and notice of

intention to appear by October 25, 2019 allows you


5

AT 10:00 A.M., AND

FILE A NOTICE OF

INTENTION TO

APPEAR SO THAT IT

IS RECEIVED NO

LATER THAN

OCTOBER 25, 2019

to speak in Court, at the discretion of the Court,

about the fairness of the proposed Settlement, the

Plan of Allocation, and/or the request for attorneys’

fees and reimbursement of Litigation Expenses. If

you submit a written objection, you may (but you do

not have to) attend the hearing and, at the discretion

of the Court, speak to the Court about your

objection.

DO NOTHING. If you are a member of the Settlement Class and you

do not submit a valid Claim Form, you will not be

eligible to receive any payment from the Settlement

Fund. You will, however, remain a member of the

Settlement Class, which means that you give up your

right to sue about the claims that are resolved by the

Settlement and you will be bound by any judgments

or orders entered by the Court in the Action.

WHAT THIS NOTICE CONTAINS

Why Did I Get The Postcard Notice? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 6

What Is This Case About? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 7

How Do I Know If I Am Affected By The Settlement? Who Is Included

In The Settlement Class? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Page 9

What Are Plaintiffs’ Reasons For The Settlement? . . . . . . . . . . . . . . . . . . Page 10

What Might Happen If There Were No Settlement? . . . . . . . . . . . . . . . . . . .Page 11

How Are Settlement Class Members Affected By The Action And

The Settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 11

How Do I Participate In The Settlement? What Do I Need To Do? . . . . . . Page 15

How Much Will My Payment Be? . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . Page 16

What Payment Are The Attorneys For The Settlement Class Seeking?

How Will The Lawyers Be Paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 24

What If I Do Not Want To Be A Member Of The Settlement


6

Class? How Do I Exclude Myself? . . . . . . . . . . . . . . . . . . . . . . . . . .Page 25

When And Where Will The Court Decide Whether To Approve The Settlement?

Do I Have To Come To The Hearing? May I Speak At The Hearing If I

Don’t Like The Settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 26

What If I Bought Shares On Someone Else’s Behalf? . . . . . . . . . . . . . . . . . .Page 28

Can I See The Court File? Whom Should I Contact If I Have Questions? . Page 28

WHY DID I GET THE POSTCARD NOTICE?

8. The Court directed that the Postcard Notice be mailed to you because you

or someone in your family or an investment account for which you serve as a

custodian may have purchased or otherwise acquired one or more of the Capstone

common stock during the Settlement Class Period. The Court also directed that

this Notice be posted online at www.CapstoneTurbineSecuritiesLitigation.com

and mailed to you upon request to the Claims Administrator. The Court has

directed us to disseminate these notices because, as a potential Settlement Class

Member, you have a right to know about your options before the Court rules on

the proposed Settlement. Additionally, you have the right to understand how this

class action lawsuit may generally affect your legal rights. If the Court approves

the Settlement, and the Plan of Allocation (or some other plan of allocation), the

claims administrator selected by Plaintiffs and approved by the Court will make

payments pursuant to the Settlement after any objections and appeals are resolved.

9. The purpose of this Notice is to inform you of the existence of this case,

that it is a class action, how you might be affected, and how to exclude yourself

from the Settlement Class if you wish to do so. It is also being sent to inform you

of the terms of the proposed Settlement, and of a hearing to be held by the Court

to consider the fairness, reasonableness, and adequacy of the Settlement, the

proposed Plan of Allocation and the motion by Lead Counsel for an award of

attorneys’ fees and reimbursement of Litigation Expenses (the “Settlement

Hearing”). See paragraph 78 below for details about the Settlement Hearing,

including the date and location of the hearing.

10. The issuance of this Notice is not an expression of any opinion by the Court

concerning the merits of any claim in the Action, and the Court still has to decide

whether to approve the Settlement. If the Court approves the Settlement and a

plan of allocation, then payments to Authorized Claimants will be made after any

appeals are resolved and after the completion of all claims processing. Please be

patient, as this process can take some time to complete.


7

WHAT IS THIS CASE ABOUT?

11. This litigation stems from Plaintiffs’ allegations that Defendants made

misstatements and omissions regarding Capstone’s backlog orders and accounts

receivable.

12. The class action complaint in this Action was filed in the United States

District Court for the Central District of California, which by Order dated

February 29, 2016, consolidated the action with a related case, recaptioned the

action as In re Capstone Turbine Corp. Securities Litigation, CV 15-08914- DMG

(RAOx), and appointed Lead Plaintiffs and Lead Counsel.

13. On May 6, 2016, Plaintiffs filed and served their Consolidated Class Action

Complaint (the “Consolidated Complaint”) asserting claims against all Defendants

under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”)

and Rule 10b-5 promulgated thereunder, and against the Individual Defendants

under Section 20(a) of the Exchange Act. Among other things, the Consolidated

Complaint alleged that Defendants made materially false and misleading

statements about the company’s backlog orders and accounts receivable. The

Consolidated Complaint further alleged that the prices of Capstone publicly-

traded securities were artificially inflated as a result of Defendants’ allegedly false

and misleading statements, and declined when the alleged truth was revealed.

14. On June 17, 2016, Defendants moved to dismiss the Consolidated

Complaint.

15. On July 12, 2016, the parties filed a Joint Stipulation of Dismissal of

Claims against Edward I. Reich, due to the fact that Mr. Reich died after the case

was initiated, and on July 13, 2016, the Court entered an Order dismissing the

claims against Mr. Reich without prejudice.

16. On March 10, 2017, the Court granted Defendants’ motion to dismiss with

leave to amend.

17. On April 28, 2017, Plaintiffs filed and served the Consolidated Second

Amended Class Action Complaint for Violations of the Federal Securities Laws

(the "Amended Complaint"). The Amended Complaint, like the Consolidated

Complaint, asserted claims against Defendants Capstone, Jamison, and Brooks

under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder,

and against Individual Defendants Jamison and Brooks under Section 20(a) of the

Exchange Act. The Amended Complaint alleged claims substantially similar to

those alleged in the Consolidated Complaint.

18. On June 2, 2017, Defendants filed and served a motion to dismiss the


8

Amended Complaint. The motion was fully briefed. On February 9, 2018, the

Court entered an order denying Defendants’ motion.

19. On March 30, 2018, Defendants filed and served an answer to the Amended

Complaint.

20. Plaintiffs continued their investigation into the claims asserted but they also

recognized that the Court’s decision on the motion to dismiss underscored the

risks attendant to this litigation. While the Parties believe in the merits of their

respective positions, they recognized the benefits that would accrue if they could

reach an agreement to resolve the Action. They began to discuss the possibility of

exploring whether a settlement could be reached through mediation. The Parties

selected former federal district court Judge Layn Phillips as mediator and

scheduled a mediation session for September 24, 2018.

21. In advance of the mediation, Defendants produced relevant documents

relating to Capstone’s accounts receivables and backlog. Defendants’ substantial

production was reviewed and analyzed by Lead Counsel. Following Defendants’

production, the Parties exchanged detailed mediation statements and exhibits that

addressed the issues of liability, loss causation and damages. Thereafter, each

Party provided rebuttal statements and exhibits. Both the opening and rebuttal

mediation statements and exhibits were submitted to Judge Phillips in advance of

a full-day mediation session that occurred on September 24, 2018. The session,

which the Lead Plaintiffs attended in person, ended without any settlement

agreement being reached.

22. Over the course of the next several weeks, Judge Phillips conducted further

discussions with the Parties which culminated in Judge Phillips issuing a

mediator’s proposal to settle this Action. The Parties ultimately agreed to Judge

Phillips’ mediator’s proposal to settle the Action for $5,550,000.

23. Based on the investigation, drafting of two substantial complaints, briefing

on two motions to dismiss, documents produced by Defendants, mediation of the

case and Plaintiffs’ direct oversight of the prosecution of this matter and with the

advice of their counsel, each of the Plaintiffs has agreed to settle and release the

claims raised in the Action pursuant to the terms and provisions of the Stipulation,

after considering, among other things, (a) the substantial financial benefit that

Plaintiffs and the other members of the Settlement Class will receive under the

proposed Settlement; and (b) the significant risks and costs of continued litigation

and trial.

24. Defendants are entering into the Stipulation solely to eliminate the

uncertainty, burden and expense of further protracted litigation. Defendants,


9

individually and collectively, have denied and continue to deny that they have

violated the federal securities laws and maintain that their conduct was at all times

proper and in compliance with all applicable provisions of the law. Defendants

have denied and continue to deny specifically each and all of the claims and

contentions of wrongful conduct alleged in the Action, along with all charges of

wrongdoing or liability against them arising out of any of the conduct, statements,

acts or omissions alleged, or that could have been alleged, in the Action.

Defendants also have denied and continue to deny, inter alia, the allegations that

they knowingly or otherwise, made any material misstatements or omissions, that

the price of Capstone common stock was artificially inflated by reason of any

alleged misrepresentation or otherwise, or that any member of the Settlement

Class or any Capstone investor was harmed by the conduct alleged in the Action

or that could have been alleged as part of the Action. In addition, the Defendants

maintain they have meritorious defenses to all claims alleged in the Action. The

Stipulation shall in no event be construed or deemed to be evidence of or an

admission or concession on the part of any of the Defendants, or any other of the

Defendants’ Releasees (defined in ¶ 37 below), with respect to any claim or

allegation of any fault or liability or wrongdoing or damage whatsoever, or any

infirmity in the defenses that the Defendants have, or could have, asserted.

25. Similarly, the Stipulation shall in no event be construed or deemed to be

evidence of or an admission or concession on the part of any plaintiff of any

infirmity in any of the claims asserted in the Action, or an admission or

concession that any of the Defendants’ defenses to liability had any merit.

26. On May 17, 2019, the Court preliminarily approved the Settlement,

authorized the Postcard Notice to be mailed to potential Settlement Class

Members and this Notice to be posted online and mailed to potential Settlement

Class Members upon request, and scheduled the Settlement Hearing to consider

whether to grant final approval to the Settlement.

HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT?

WHO IS INCLUDED IN THE SETTLEMENT CLASS?

27. If you are a member of the Settlement Class, you are subject to the

Settlement, unless you timely request to be excluded. The Settlement Class

consists of:

all persons and entities who or which purchased or otherwise acquired

Capstone common stock between June 12, 2014 and November 5,

2015, inclusive (the “Settlement Class Period”) and were damaged

thereby.


10

Excluded from the Settlement Class are Defendants; members of the Immediate

Family of each of the Individual Defendants; the Officers and/or directors of

Capstone; any person, firm, trust, corporation, Officer, director or other individual

or entity which is related to or affiliated with any of the Defendants; and the legal

representatives, agents, affiliates, heirs, successors-in-interest or assigns of any

such excluded party. Also excluded from the Settlement Class are any persons or

entities who or which exclude themselves by submitting a request for exclusion in

accordance with the requirements set forth in this Notice. See “What If I Do Not

Want To Be A Member Of The Settlement Class? How Do I Exclude Myself,” on

page 25 below.

PLEASE NOTE: RECEIPT OF THE POSTCARD NOTICE DOES NOT

MEAN THAT YOU ARE A SETTLEMENT CLASS MEMBER OR THAT

YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE

SETTLEMENT.

If you are a Settlement Class Member and you wish to be eligible

to participate in the distribution of proceeds from the Settlement,

you are required to submit the Claim Form that is available

online at www.CapstoneTurbineSecuritiesLitigation.com or which

can be mailed to you upon request to the Claims Administrator,

and the required supporting documentation as set forth therein,

postmarked no later than October 15, 2019.

WHAT ARE PLAINTIFFS’ REASONS FOR THE SETTLEMENT?

28. Plaintiffs and Lead Counsel believe that the claims asserted against

Defendants have merit. They recognize, however, the expense and length of

continued proceedings necessary to pursue their claims against the remaining

Defendants through trial and appeals, as well as the very substantial risks they

would face in establishing liability and damages. Plaintiffs and Lead Counsel

recognized that Defendants had numerous avenues of attack that could preclude

recovery. For example, Defendants asserted that their statements were not

materially false or misleading, and that even Plaintiffs could prove a materially

false or misleading statement, Defendants did not make any statements with the

requisite state of mind to support the securities fraud claim alleged. Even if the

hurdles to establishing liability were overcome, the amount of damages that could

be attributed to the allegedly false statement would be hotly contested because

other material disclosures concerning Capstone’s financial condition were made at

the time of the alleged disclosure of the alleged fraud. Plaintiffs would have to

prevail at several stages – motions for summary judgment, trial, and if they


11

prevailed on those, on the appeals that were likely to follow. Thus, there were

very significant risks attendant to the continued prosecution of the Action.

29. In light of these risks, the amount of the Settlement and the immediacy of

recovery to the Settlement Class, Plaintiffs and Lead Counsel believe that the

proposed Settlement is fair, reasonable and adequate, and in the best interests of

the Settlement Class. Plaintiffs and Lead Counsel believe that the Settlement

provides a substantial benefit to the Settlement Class, namely $5,550,000 in cash

(less the various deductions described in this Notice), as compared to the risk that

the claims in the Action would produce a smaller, or no recovery after summary

judgment, trial and appeals, possibly years in the future.

30. Defendants have denied the claims asserted against them in the Action and

deny having engaged in any wrongdoing or violation of law of any kind

whatsoever. The Defendants assert, among other things, that they did not violate

any federal securities laws and that Capstone’s investors were not damaged.

Defendants have agreed to the Settlement solely to eliminate the burden,

uncertainty, and expense of continued litigation. Accordingly, the Settlement

may not be construed as an admission of any wrongdoing by Defendants.

WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT?

31. If there were no Settlement and Plaintiffs failed to establish any essential

legal or factual element of their claims against Defendants, neither Plaintiffs nor

the other members of the Settlement Class would recover anything from

Defendants. Also, if Defendants were successful in proving any of their defenses,

either at summary judgment, at trial or on appeal, the Settlement Class could

recover substantially less than the amount provided in the Settlement, or nothing

at all.

HOW ARE SETTLEMENT CLASS MEMBERS AFFECTED

BY THE ACTION AND THE SETTLEMENT?

32. As a Settlement Class Member, you are represented by Plaintiffs and Lead

Counsel, unless you enter an appearance through counsel of your own choice at

your own expense. You are not required to retain your own counsel, but if you

choose to do so, such counsel must file a notice of appearance on your behalf and

must serve copies of his or her appearance on the attorneys listed in the section

entitled, “When And Where Will The Court Decide Whether To Approve The

Settlement?,” on page 26 below.


12

33. If you are a Settlement Class Member and do not wish to remain a

Settlement Class Member, you may exclude yourself from the Settlement Class by

following the instructions in the section entitled, “What If I Do Not Want To Be A

Member Of The Settlement Class? How Do I Exclude Myself?,” on page 25

below.

34. If you are a Settlement Class Member and you wish to object to the

Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’

fees and reimbursement of Litigation Expenses, and if you do not exclude yourself

from the Settlement Class, you may present your objections by following the

instructions in the section entitled, “When And Where Will The Court Decide

Whether To Approve The Settlement?,” on page 26 below.

35. If you are a Settlement Class Member and you do not exclude yourself from

the Settlement Class, you will be bound by any orders issued by the Court. If the

Settlement is approved, the Court will enter a judgment (the “Judgment”). The

Judgment will dismiss with prejudice the claims against Defendants and will

provide that, upon the Effective Date of the Settlement, Plaintiffs and each of the

other Settlement Class Members, on behalf of themselves, and their respective

heirs, executors, administrators, predecessors, successors, and assigns in their

capacities as such, will have fully, finally and forever compromised, settled,

released, resolved, relinquished, waived and discharged each and every Released

Plaintiffs’ Claim (as defined in ¶ 36 below) (including, without limitation,

Unknown Claims) against the Defendants and the other Defendants’ Releasees (as

defined in ¶ 37 below) (whether or not such Settlement Class Member executes

and delivers a Proof of Claim form or obtains a distribution from the Net

Settlement Fund). The Judgment will also provide that, upon the Effective Date,

Plaintiffs and each of the Settlement Class Members and anyone claiming through

or on behalf of them, shall be permanently barred and enjoined from (i) the

commencement, assertion, institution, maintenance, prosecution, or enforcement

against any Defendant or any other Defendants’ Releasee of any action or other

proceeding in any court of law or equity, arbitration, tribunal, administrative

forum, or forum of any kind, asserting any of Plaintiffs’ Released Claims

(including, without limitation, Unknown Claims), and/or (ii) appealing any prior

rulings in this case.

36. “Released Plaintiffs’ Claims” means all claims, demands, rights, causes of

action or liabilities of every nature and description whatsoever (including, but not

limited to, any claims for damages, interest, attorneys’ fees, expert or consulting

fees, and other costs, expenses or liabilities whatsoever), whether known claims or

Unknown Claims, whether arising under federal, state, common or foreign law or


13

any other law, rule, ordinance, administrative provision or regulation, whether

class or individual in nature, whether fixed or contingent, accrued or unaccrued,

liquidated or unliquidated, at law or in equity, matured, unmatured, concealed or

hidden, suspected or unsuspected, which now exist or heretofore have existed, that

Plaintiffs or any other member of the Settlement Class: (i) asserted in the

Amended Complaint or prior complaints in this Action; or (ii) could have asserted

in any forum that arise out of or are based upon the allegations, transactions,

public filings, statements, facts, matters or occurrences, representations or

omissions involved, set forth, or referred to in the Amended Complaint and that

relate to the purchase, acquisition, holding, disposition, or sale of Capstone

common stock during the Settlement Class Period. Released Plaintiffs’ Claims do

not include: (i) any claims relating to the enforcement of the Settlement; (ii) any

claims of any person or entity who or which submits a request for exclusion that is

accepted by the Court; (iii) claims of FiveT Investment Management LTD and

Deep Field Fund Spc Ltd Open Cluster Segregated Portfolio brought by them in

the action styled FiveT Investment Management LTD, et al., v. Jamison, et al.,

Case No. CV-18-03512-DMG-RAOx (C.D. Cal.); and (iv) claims brought

derivatively in the following actions: Stesiak v. Jamison, et al., No. BC610782

(Los Angeles County); Kilpatrick v. Simon, et al., No. BC623167 (Los Angeles

County); Haber v. Jamison, et al., No. CV16-01569-DMG-RAOx (C.D. Cal.);

Tuttle v. Atkinson, et al., No. CV 16-05127-DMG-RAOx (C.D. Cal.); and Boll v.

Jamison, et al., No. CV16-05282-DMG-RAOx (C.D. Cal.).

37. “Defendants’ Releasees” means Defendants and their current and former

officers, directors, partners, insurers, co-insurers, reinsurers, principals,

controlling shareholders, attorneys, accountants, auditors, investment advisors,

personal or legal representatives, agents, parents, affiliates, subsidiaries,

successors, predecessors, divisions, joint ventures, assigns, assignees, spouses,

heirs, estates, related or affiliated entities, employees, any entity in which

Defendants have a controlling interest, any members of the Individual

Defendants’ Immediate Family, any trust of which an Individual Defendant is the

settlor or which is for the benefit of an Individual Defendant and/or any member

of an Individual Defendant’s Immediate Family, and any entity in which a

Defendant and/or any member of an Individual Defendant’s Immediate Family

has or have a controlling interest (directly or indirectly).

38. “Unknown Claims” means any Released Plaintiffs’ Claims which any

plaintiff or any other Settlement Class Member does not know or suspect to exist

in his, her or its favor at the time of the release of such claims, and any Released

Defendants’ Claims which any Defendant or any other Defendants’ Releasee does

not know or suspect to exist in his, her, or its favor at the time of the release of


14

such claims, which, if known by him, her or it, might have affected his, her or its

decision(s) with respect to this Settlement, including his, her or its decision(s) not

to object to the Settlement or to seek exclusion from the Settlement Class. With

respect to any and all Released Claims, the Parties stipulate and agree that, upon

the Effective Date of the Settlement, Plaintiffs and Defendants shall expressly

waive, and each of the other Settlement Class Members and each of the other

Defendants’ Releases shall be deemed to have waived, and by operation of the

Judgment, shall have expressly waived the provisions, rights, and benefits

conferred by any law of any state or territory of the United States, or principle of

common law or foreign law, which is similar, comparable, or equivalent to

California Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or

releasing party does not know or suspect to exist in his or her favor at

the time of executing the release and that, if known by him or her,

would have materially affected his or her settlement with the debtor or

released party.

Plaintiffs, any Settlement Class Member, Defendants, and their respective

Releasees, may hereafter discover facts in addition to or different from those which

he, she, or it now knows or believes to be true with respect to the subject matter of

the Released Claims, but the Parties stipulate and agree that, upon the Effective

Date of the Settlement, Plaintiffs and each of the Defendants shall expressly waive,

and each of the other Settlement Class Members and Releasees shall be deemed to

have waived, and by operation of the Judgment, shall have expressly waived any

and all Released Claims without regard to the subsequent discovery or existence of

such different or additional facts. Plaintiffs and Defendants acknowledge, and

each of the other Settlement Class Members and each of the other Defendants’

Releasees shall be deemed by operation of law to have acknowledged, that the

foregoing waiver was separately bargained for and a key element of the Settlement.

39. The Judgment will also provide that, upon the Effective Date of the

Settlement, Defendants, on behalf of themselves, and their respective heirs,

executors, administrators, predecessors, successors, and assigns in their capacities

as such, will have fully, finally and forever compromised, settled, released,

resolved, relinquished, waived and discharged each and every Released

Defendants’ Claim (as defined in ¶ 40 below) against Plaintiffs and the other

Plaintiffs’ Releasees (as defined in ¶ 41 below), and shall forever be barred and

enjoined from prosecuting any or all of the Released Defendants’ Claims against

any of the Plaintiffs’ Releasees.


15

40. “Released Defendants’ Claims” means all claims, demands, rights, causes

of action or liabilities of every nature and description whatsoever (including, but

not limited to, any claims for damages, interest, attorneys’ fees, expert or

consulting fees, and other costs, expenses or liabilities whatsoever), whether

known claims or Unknown Claims, whether arising under federal, state, common

or foreign law or any other law, rule, ordinance, administrative provision or

regulation, whether class or individual in nature, whether fixed or contingent,

accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured,

unmatured, concealed or hidden, suspected or unsuspected, which now exist or

heretofore have existed, that arise out of or relate in any way to the institution,

prosecution, or settlement of the claims asserted in the Action against the

Defendants. Released Defendants’ Claims do not include any claims relating to

the enforcement of the Settlement or any claims against any person or entity who

or which submits a request for exclusion from the Settlement Class that is

accepted by the Court.

41. “Plaintiffs’ Releasees” means Plaintiffs, all other plaintiffs in the Action,

their respective attorneys, and all other Settlement Class Members, and their

respective current and former officers, directors, agents, parents, affiliates,

subsidiaries, successors, predecessors, assigns, assignees, employees, and

attorneys, any entity in which Plaintiffs have a controlling interest, any members

of a Plaintiff’s Immediate Family, any trust of which an Plaintiff is the settlor or

which is for the benefit of a Plaintiff and/or any member of a Plaintiff’s

Immediate Family, and any entity in which a Plaintiff and/or any member of a

Plaintiff’s Immediate Family has or have a controlling interest (directly or

indirectly).

HOW DO I PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED

TO DO?

42. To be eligible for a payment from the proceeds of the Settlement, you must

be a member of the Settlement Class and you must timely complete and return the

Claim Form with adequate supporting documentation postmarked no later than

October 15, 2019. A Claim Form is available on the website maintained by the

Claims Administrator for the Settlement,

www.CapstoneTurbineSecuritiesLitigation.com, or you may request that a Claim

Form be mailed to you by calling the Claims Administrator toll free at 1-855-637-

1041. Please retain all records of your ownership of and transactions in Capstone

common stock, as they may be needed to document your Claim. If you request

exclusion from the Settlement Class or do not submit a timely and valid Claim


16

Form, you will not be eligible to share in the Net Settlement Fund.

HOW MUCH WILL MY PAYMENT BE?

43. At this time, it is not possible to make any determination as to how much

any individual Settlement Class Member may receive from the Settlement.

44. Pursuant to the Settlement, Defendants have agreed to pay or caused to be

paid five million five hundred fifty thousand dollars ($5,550,000) in cash. The

Settlement Amount will be deposited into an escrow account. The Settlement

Amount plus any interest earned thereon after being transferred to the escrow

account is referred to as the “Settlement Fund.” If the Settlement is approved by

the Court and the Effective Date occurs, the “Net Settlement Fund” (that is, the

Settlement Fund less (a) all federal, state and/or local taxes on any income earned

by the Settlement Fund and the reasonable costs incurred in connection with

determining the amount of and paying taxes owed by the Settlement Fund

(including, without limitation, reasonable expenses of tax attorneys and

accountants), and all taxes imposed on payments by the Settlement Fund,

including withholding taxes; (b) the costs and expenses incurred in connection

with providing notice to Settlement Class Members and administering the

Settlement on behalf of Settlement Class Members; and (c) any attorneys’ fees

and Litigation Expenses awarded by the Court) will be distributed to Settlement

Class Members who submit valid Claim Forms, in accordance with the proposed

Plan of Allocation or such other plan of allocation as the Court may approve.

45. The Net Settlement Fund will not be distributed unless and until the Court

has approved the Settlement and a plan of allocation, and the time for any petition

for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

46. Neither Defendants nor any other person or entity that paid any portion of

the Settlement Amount on their behalf are entitled to get back any portion of the

Settlement Fund once the Court’s order or judgment approving the Settlement

becomes Final. Defendants and the other Defendants’ Releasees shall not have

any liability, obligation or responsibility for the administration of the Settlement,

the disbursement of the Net Settlement Fund or the plan of allocation.

47. Approval of the Settlement is independent from approval of a plan of

allocation. Any determination with respect to a plan of allocation will not affect

the Settlement, if approved.

48. Unless the Court otherwise orders, any Settlement Class Member who fails

to submit a Claim Form postmarked on or before October 15, 2019 shall be fully

and forever barred from receiving payments pursuant to the Settlement but will in


17

all other respects remain a Settlement Class Member and be subject to the

provisions of the Stipulation, including the terms of any Judgment entered and the

releases given. This means that each Settlement Class Member releases the

Released Plaintiffs’ Claims (as defined in ¶ 36 above) against Defendants and the

other Defendants’ Releasees (as defined in ¶ 37 above) and will be enjoined and

prohibited from filing, prosecuting, or pursuing any of the Released Plaintiffs’

Claims against any of the Defendants or the other Defendants’ Releasees whether

or not such Settlement Class Member submits a Claim Form.

49. Participants in and beneficiaries of a plan covered by ERISA (“ERISA

Plan”) should NOT include any information relating to their transactions in

Capstone common stock held through the ERISA Plan in any Claim Form that

they may submit in this Action. They should include ONLY those shares that

they purchased or acquired outside of the ERISA Plan. Claims based on any

ERISA Plan’s purchases or acquisitions of Capstone common stock during the

Settlement Class Period may be made by the plan’s trustees. To the extent any of

the Defendants or any of the other persons or entities excluded from the

Settlement Class are participants in the ERISA Plan, such persons or entities shall

not receive, either directly or indirectly, any portion of the recovery that may be

obtained from the Settlement by the ERISA Plan.

50. The Court has reserved jurisdiction to allow, disallow, or adjust on

equitable grounds the Claim of any Settlement Class Member.

51. Each Claimant shall be deemed to have submitted to the jurisdiction of the

Court with respect to his, her or its Claim Form.

52. Only Settlement Class Members, i.e., persons and entities who purchased or

otherwise acquired Capstone common stock during the Settlement Class Period

and were damaged as a result of such purchases or acquisitions will be eligible to

share in the distribution of the Net Settlement Fund. Persons and entities that are

excluded from the Settlement Class by definition or that exclude themselves from

the Settlement Class pursuant to request will not be eligible to receive a

distribution from the Net Settlement Fund and should not submit Claim Forms.

The only securities that are included in the Settlement are Capstone common

stock.

PROPOSED PLAN OF ALLOCATION

53. The objective of the Plan of Allocation is to equitably distribute the

Settlement proceeds to those Settlement Class Members who suffered economic

losses as a proximate result of the alleged wrongdoing. The Court has not made

any findings that the Defendants are liable to the Settlement Class or that the

Settlement Class has suffered any compensable damages, nor has the Court made


18

any finding as to the measure of damages.

54. The calculations made pursuant to the Plan of Allocation are not intended to

be estimates of, nor indicative of, the amounts that Settlement Class Members

might have been able to recover after a trial. Nor are the calculations pursuant to

the Plan of Allocation intended to be estimates of the amounts that will be paid to

Authorized Claimants pursuant to the Settlement. The computations under the

Plan of Allocation are only a method to weigh the claims of Authorized Claimants

against one another for the purposes of making pro rata allocations of the Net

Settlement Fund.

55. The Plan of Allocation generally measures the amount of loss that a

Settlement Class Member can claim for purposes of making pro rata allocations

of the cash in the Net Settlement Fund to Authorized Claimants. The Plan of

Allocation is not a formal damage analysis. Recognized Loss Amounts are based

primarily on the price declines observed over the period which Plaintiffs allege

corrective information was entering the market place. In this case, Plaintiffs

allege that Defendants made false statements and omitted material facts between

June 12, 2014 and November 5, 2015, which had the effect of artificially inflating

the prices of Capstone common stock.

56. In order to have recoverable damages, the corrective disclosure of the

allegedly misrepresented information must be the cause of the decline in the price

or value of the Capstone stock. In this Action, Plaintiffs allege that Defendants

made false statements and omitted material facts during the period between June

12, 2014 and November 5, 2015, inclusive, which had the effect of artificially

inflating the prices of Capstone common stock. Plaintiffs further allege that

corrective disclosures removed artificial inflation from the price of Capstone stock

on August 7, 2014, June 15, 2015, October 1, 2015, and November 5, 2015. Thus,

in order for a Settlement Class Member to have a “Recognized Loss Amount”

under the Plan of Allocation, with respect to Capstone stock, the shares must have

been purchased or acquired during the Settlement Class Period and held through at

least one of these disclosure dates. Additionally, in order to have a Recognized

Loss Amount, a Claimant must have suffered a loss on their transactions in

Capstone common stock.

57. To the extent a Claimant does not satisfy one of the conditions set forth in

the preceding paragraph, his, her or its Recognized Loss Amount for those

transactions will be zero.

CALCULATION OF RECOGNIZED LOSS AMOUNTS


19

58. Based on the formula set forth below, a “Recognized Loss Amount” shall

be calculated for each purchase or acquisition of Capstone stock during the

Settlement Class Period that is listed in the Proof of Claim Form and for which

adequate documentation is provided. In the calculations below, if a Recognized

Loss Amount calculates to a negative number, that Recognized Loss Amount shall

be zero.

59. For shares of common stock purchased or otherwise acquired between June

12, 2014 and November 5, 2015:

A. For shares of Capstone common stock held at the end of trading on

February 3, 2016, the Recognized Loss shall be that number of shares

multiplied by the lesser of:

(1) the applicable purchase date artificial inflation per share figure,

as found in Table A; or

(2) the difference between the purchase price per share and $1.55.3

B. For shares of Capstone common stock sold between June 12, 2014

and November 5, 2015, the Recognized Loss shall be that number of shares

multiplied by the lesser of:

(1) the applicable purchase date artificial inflation per share figure

less the applicable sales date artificial inflation per share figure,


(2) the difference between the purchase price per share and the

sales price per share.

C. For shares of Capstone common stock sold between November 6,

2015 and February 3, 2016, the Recognized Loss shall be the lesser of:

(1) the applicable purchase date artificial inflation per share figure,


3 Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, “in any private action

arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security,

the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or

received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during

the 90-day period beginning on the date on which the information correcting the misstatement or omission that is the

basis for the action is disseminated.” The mean (average) closing price of Capstone Turbine common stock during

the 90-day period beginning on November 6, 2015 and ending on February 3, 2016 was $1.55 per share.


20


sales price per share; or


average closing price between November 6, 2015 and the date

of sale, as found in Table B4.

Table A

Artificial Inflation

Purchase or Sale Date Range Per Share

06/12/2014 - 08/07/2014 $ 8.22

08/08/2014 - 06/15/2015 $ 3.82

06/16/2015 - 09/30/2015 $ 2.04

10/01/2015 - 11/05/2015 $ 0.31

Table B

Average Closing Average Closing

Price Between Price Between

11/06/2015 and 11/06/2015 and

Date of Sale Date of Sale Date of Sale Date of Sale

11/06/2015 $3.99 12/21/2015 $1.78

11/09/2015 $3.52 12/22/2015 $1.76

11/10/2015 $3.27 12/23/2015 $1.75

11/11/2015 $3.00 12/24/2015 $1.74

11/12/2015 $2.84 12/28/2015 $1.74

4 Pursuant to Section 21(D)(e)(2) of the Private Securities Litigation Reform Act of 1995, "in any private action

arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security,

if the plaintiff sells or repurchases the subject security prior to the expiration of the 90-day period described in

paragraph (1), the plaintiff’s damages shall not exceed the difference between the purchase or sale price paid or

received, as appropriate, by the plaintiff for the security and the mean trading price of the security during the period

beginning immediately after dissemination of information correcting the misstatement or omission and ending on

the date on which the plaintiff sells or repurchases the security.”


21

11/13/2015 $2.75 12/29/2015 $1.73

11/16/2015 $2.64 12/30/2015 $1.71

11/17/2015 $2.56 12/31/2015 $1.71

11/18/2015 $2.49 01/04/2016 $1.70

11/19/2015 $2.43 01/05/2016 $1.69

11/20/2015 $2.38 01/06/2016 $1.69

11/23/2015 $2.33 01/07/2016 $1.68

11/24/2015 $2.29 01/08/2016 $1.67

11/25/2015 $2.25 01/11/2016 $1.66

11/27/2015 $2.21 01/12/2016 $1.65

11/30/2015 $2.17 01/13/2016 $1.64

12/01/2015 $2.14 01/14/2016 $1.63

12/02/2015 $2.11 01/15/2016 $1.62

12/03/2015 $2.08 01/19/2016 $1.61

12/04/2015 $2.05 01/20/2016 $1.60

12/07/2015 $2.02 01/21/2016 $1.59

12/08/2015 $1.99 01/22/2016 $1.59

12/09/2015 $1.96 01/25/2016 $1.58

12/10/2015 $1.94 01/26/2016 $1.57

12/11/2015 $1.91 01/27/2016 $1.57

12/14/2015 $1.88 01/28/2016 $1.57

12/15/2015 $1.86 01/29/2016 $1.56

12/16/2015 $1.84 02/01/2016 $1.56

12/17/2015 $1.82 02/02/2016 $1.55

12/18/2015 $1.80 02/03/2016 $1.55

ADDITIONAL PROVISIONS

60. The Net Settlement Fund will be allocated among all Authorized Claimants

whose Distribution Amount (defined in paragraph 63 below) is $10.00 or greater.

61. If a Settlement Class Member has more than one purchase/acquisition or

sale of Capstone common stock, all purchases/acquisitions and sales of the like

security shall be matched on a First In, First Out (“FIFO”) basis. Settlement Class

Period sales will be matched first against any holdings at the beginning of the

Settlement Class Period, and then against purchases/acquisitions in chronological

order, beginning with the earliest purchase/acquisition made during the Settlement

Class Period.

62. A Claimant’s “Recognized Claim” under the Plan of Allocation shall be the

sum of his, her or its Recognized Loss Amounts for all of the Capstone common

stock.


22

63. The Net Settlement Fund will be distributed to Authorized Claimants on a

pro rata basis based on the relative size of their Recognized Claims. Specifically,

a “Distribution Amount” will be calculated for each Authorized Claimant, which

shall be the Authorized Claimant’s Recognized Claim divided by the total

Recognized Claims of all Authorized Claimants, multiplied by the total amount in

the Net Settlement Fund. If any Authorized Claimant’s Distribution Amount

calculates to less than $10.00, it will not be included in the calculation and no

distribution will be made to such Authorized Claimant.

64. Purchases or acquisitions and sales of Capstone common stock shall be

deemed to have occurred on the “contract” or “trade” date as opposed to the

“settlement” or “payment” date. The receipt or grant by gift, inheritance or

operation of law of Capstone common stock during the Settlement Class Period

shall not be deemed a purchase, acquisition or sale of Capstone common stock for

the calculation of an Authorized Claimant’s Recognized Loss Amount, nor shall

the receipt or grant be deemed an assignment of any claim relating to the

purchase/acquisition of any Capstone stock unless (i) the donor or decedent

purchased or otherwise acquired such Capstone stock during the Settlement Class

Period; and (ii) no Claim Form was submitted by or on behalf of the donor, on

behalf of the decedent, or by anyone else with respect to such Capstone stock.

65. The date of covering a “short sale” is deemed to be the date of purchase or

acquisition of the Capstone common stock. The date of a “short sale” is deemed

to be the date of sale of the Capstone stock. Under the Plan of Allocation,

however, the Recognized Loss Amount on “short sales” is zero. In the event that

a Claimant has an opening short position in an Capstone stock, the earliest

Settlement Class Period purchases or acquisitions of that security shall be matched

against such opening short position, and not be entitled to a recovery, until that

short position is fully covered.

66. Option contracts are not securities eligible to participate in the Settlement.

With respect to Capstone stock purchased or sold through the exercise of an

option, the purchase/sale date of the Capstone stockis the exercise date of the

option and the purchase/sale price of the Capstone stock is the exercise price of

the option.

67. To the extent a Claimant had a market gain with respect to his, her, or its

overall transactions in Capstone common stock during the Settlement Class

Period, the value of the Claimant’s Recognized Claim shall be zero. Such

Claimants shall in any event be bound by the Settlement. To the extent that a

Claimant suffered an overall market loss with respect to his, her, or its overall

transactions in Capstone stock during the Settlement Class Period, but that market


23

loss was less than the total Recognized Claim calculated above, then the

Claimant’s Recognized Claim shall be limited to the amount of the actual market

loss.

68. For purposes of determining whether a Claimant had a market gain with

respect to his, her, or its overall transactions in Capstone stock during the

Settlement Class Period or suffered a market loss, the Claims Administrator shall

determine the difference between (i) the Total Purchase Amount5 and (ii) the sum

of the Total Sales Proceeds6 and Total Holding Value.7 This difference shall be

deemed a Claimant’s market gain or loss with respect to his, her, or its overall

transactions in Capstone stock during the Settlement Class Period.

69. After the initial distribution of the Net Settlement Fund, the Claims

Administrator shall make reasonable and diligent efforts to have Authorized

Claimants cash their distribution checks. To the extent any monies remain in the

fund nine (9) months after the initial distribution, if Lead Counsel, in consultation

with the Claims Administrator, determines that it is cost-effective to do so, the

Claims Administrator shall conduct a re-distribution of the funds remaining after

payment of any unpaid fees and expenses incurred in administering the

Settlement, including for such re-distribution, to Authorized Claimants who have

cashed their initial distributions and who would receive at least $10.00 from such

re-distribution. Additional re-distributions to Authorized Claimants who have

cashed their prior checks and who would receive at least $10.00 on such

additional re-distributions may occur thereafter if Lead Counsel, in consultation

with the Claims Administrator, determines that additional re-distributions, after

the deduction of any additional fees and expenses incurred in administering the

Settlement, including for such re-distributions, would be cost-effective. At such

time as it is determined that the re-distribution of funds remaining in the Net

5 The “Total Purchase Amount” is the total amount the Claimant paid (excluding commissions

and other charges) for all Capstone stock purchased or acquired during the Settlement Class

Period.

6 The Claims Administrator shall match any sales of Capstone common stock during the

Settlement Class Period, first against the Claimant’s opening position in the like security (the

proceeds of those sales will not be considered for purposes of calculating market gains or losses).

The total amount received (excluding commissions and other charges) for the remaining sales of

Capstone common stock sold during the Settlement Class Period shall be the “Total Sales

Proceeds.”

7 The Claims Administrator shall ascribe a holding value to Capstone stock purchased or

acquired during the Settlement Class Period and still held as of the close of trading on November

5, 2015, which shall be the November 5, 2015 closing price.


24

Settlement Fund is not cost-effective, the remaining balance shall be contributed

to non-sectarian, not-for-profit organization(s), to be recommended by Lead

Counsel and approved by the Court.

70. Payment pursuant to the Plan of Allocation, or such other plan of allocation

as may be approved by the Court, shall be conclusive against all Authorized

Claimants. No person shall have any claim against Plaintiffs, Lead Counsel,

Plaintiffs’ damages expert, Defendants, Defendants’ Counsel, or any of the other

Releasees, or the Claims Administrator or other agent designated by Lead Counsel

arising from distributions made substantially in accordance with the Stipulation,

the plan of allocation approved by the Court, or further Orders of the Court.

Plaintiffs, Defendants and their respective counsel, and all other Defendants’

Releasees, shall have no responsibility or liability whatsoever for the investment

or distribution of the Settlement Fund, the Net Settlement Fund, the plan of

allocation, or the determination, administration, calculation, or payment of any

Claim Form or nonperformance of the Claims Administrator, the payment or

withholding of taxes (including interest and penalties) owed by the Settlement

Fund, or any losses incurred in connection therewith.

71. The Plan of Allocation set forth herein is the plan that is being proposed to

the Court for its approval by Plaintiffs after consultation with their damages

expert. The Court may approve this plan as proposed or it may modify the Plan of

Allocation without further notice to the Settlement Class. Any Orders regarding

any modification of the Plan of Allocation will be posted on the settlement

website, www.CapstoneTurbineSecuritiesLitigation.com.

WHAT PAYMENT ARE THE ATTORNEYS FOR THE SETTLEMENT

CLASS SEEKING?

HOW WILL THE LAWYERS BE PAID?

72. Lead Counsel have not received any payment for their services in pursuing

claims against the Defendants on behalf of the Settlement Class, nor have Lead

Counsel been reimbursed for their out-of-pocket expenses. Before final approval

of the Settlement, Lead Counsel will apply to the Court for an award of attorneys’

fees for all Plaintiffs’ Counsel in an amount not to exceed 30% of the Settlement

Fund. At the same time, Lead Counsel also intends to apply for reimbursement of

Litigation Expenses in an amount not to exceed $140,000, which may include an

application for reimbursement of the reasonable costs and expenses incurred by

Plaintiffs directly related to their representation of the Settlement Class. The

Court will determine the amount of any award of attorneys’ fees or reimbursement

of Litigation Expenses. Such sums as may be approved by the Court will be paid


25

from the Settlement Fund. Settlement Class Members are not personally liable for

any such fees or expenses.

WHAT IF I DO NOT WANT TO BE A MEMBER OF THE SETTLEMENT

CLASS?

HOW DO I EXCLUDE MYSELF?

73. Each Settlement Class Member will be bound by all determinations and

judgments in this lawsuit, whether favorable or unfavorable, unless such person or

entity mails or delivers a written Request for Exclusion from the Settlement Class,

addressed to CLASS ACTION OPT-OUT, ATTN: In re Capstone Turbine

Corporation Securities Litigation, P.O. Box 58220, 1500 John F Kennedy Blvd,

Suite C31, Philadelphia, PA 19102. The exclusion request must be received by,

or postmarked no later than, October 15, 2019. You will not be able to exclude

yourself from the Settlement Class after that date. Each Request for Exclusion

must: (a) state the name, address and telephone number of the person or entity

requesting exclusion, and in the case of entities the name and telephone number of

the appropriate contact person; (b) state that such person or entity “requests

exclusion from the Settlement Class in In re Capstone Turbine Corporation

Securities Litigation, Lead Case No. CV 15-08914-DMG (RAOx)”; (c) identify

and state the number of Capstone shares that the person or entity requesting

exclusion purchased/acquired and/or sold during the Settlement Class Period (i.e.,

between June 12, 2014 and November 5, 2015, inclusive), as well as the dates and

prices of each such purchase/acquisition and sale; and (d) be signed by the person

or entity requesting exclusion or an authorized representative. A Request for

Exclusion shall not be valid and effective unless it provides all the information

called for in this paragraph and is received or postmarked within the time stated

above, or is otherwise accepted by the Court.

74. If you do not want to be part of the Settlement Class, you must follow these

instructions for exclusion even if you have pending, or later file, another lawsuit,

arbitration, or other proceeding relating to any Released Plaintiffs’ Claim against

any of the Defendants or the other Defendants’ Releasees.

75. If you ask to be excluded from the Settlement Class, you will not be eligible

to receive any payment out of the Net Settlement Fund.

76. Defendants have the right to terminate the Settlement if valid requests for

exclusion are received from persons and entities entitled to be members of the

Settlement Class in an amount that exceeds an amount agreed to by Plaintiffs and

Defendants.


26

WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO

APPROVE THE SETTLEMENT? DO I HAVE TO COME TO THE

HEARING? MAY I SPEAK AT THE HEARING

IF I DON’T LIKE THE SETTLEMENT?

77. Settlement Class Members do not need to attend the Settlement

Hearing. The Court will consider any submission made in accordance with

the provisions below even if a Settlement Class Member does not attend the

hearing. You can participate in the Settlement without attending the

Settlement Hearing.

78. The Settlement Hearing will be held on November 15, 2019 at 10:00 a.m.,

before the Honorable Dolly M. Gee at the United States District Court for the

Central District of California, United States Courthouse, 350 West 1st Street, Los

Angeles, CA, 90012, Courtroom 8C, 8th Floor. The Court reserves the right to

approve the Settlement, the Plan of Allocation, Lead Counsel’s motion for an

award of attorneys’ fees and reimbursement of Litigation Expenses and/or any

other matter related to the Settlement at or after the Settlement Hearing without

further notice to the members of the Settlement Class.

79. Any Settlement Class Member who or which does not request exclusion

may object to the Settlement, the proposed Plan of Allocation or Lead Counsel’s

motion for an award of attorneys’ fees and reimbursement of Litigation Expenses.

Objections must be in writing. You must submit any written objection, together

with copies of all other papers and briefs supporting the objection, with the Claims

Administrator at the address below. You must also serve the papers on Lead

Counsel and on Defendants’ Counsel at the addresses set forth below so that the

papers are received by, or postmarked no later than, October 15, 2019.

Claims Administrator

Class Action Objection

Attn: Capstone Turbine

Securities Litigation

Settlement

P.O. Box 58220,

1500 John F Kennedy

Blvd, Suite C31


Lead Counsel

Glancy Prongay &

Murray LLP

Casey E. Sadler, Esq.

1925 Century Park East,

Suite 2100

Los Angeles, CA 90067

Defendants’ Counsel

Wilson Sonsini

Goodrich & Rosati

Nina Locker, Esq.

650 Page Mill Road

Palo Alto, CA 94304-

1050


27

80. Any objection: (a) must state the name, address and telephone number of

the person or entity objecting and must be signed by the objector; (b) must contain

a statement of the Settlement Class Member’s objection or objections, and the

specific reasons for each objection, including any legal and evidentiary support

the Settlement Class Member wishes to bring to the Court’s attention; and (c)

must include documents sufficient to prove membership in the Settlement Class,

including the number of shares of Capstone common stock that the objecting

Settlement Class Member purchased/acquired and/or sold during the Settlement

Class Period (i.e., between June 12, 2014 and November 5, 2015, inclusive), as

well as the dates and prices of each such purchase/acquisition and sale. You may

not object to the Settlement, the Plan of Allocation or Lead Counsel’s motion for

attorneys’ fees and reimbursement of Litigation Expenses if you exclude yourself

from the Settlement Class or if you are not a member of the Settlement Class.

81. You may submit a written objection without having to appear at the

Settlement Hearing. You may not, however, appear at the Settlement Hearing to

present your objection unless you first submit and serve a written objection in

accordance with the procedures described above, unless the Court orders

otherwise.

82. If you wish to be heard orally at the hearing in opposition to the approval of

the Settlement, the Plan of Allocation or Lead Counsel’s motion for an award of

attorneys’ fees and reimbursement of Litigation Expenses, and if you timely file

and serve a written objection as described above, you must also file a notice of

appearance with the Clerk’s Office and serve it on Lead Counsel and Defendants’

Counsel at the addresses set forth above so that it is received on or before

October 25, 2019. Persons who intend to object and desire to present evidence at

the Settlement Hearing must include in their written objection or notice of

appearance the identity of any witnesses they may call to testify and exhibits they

intend to introduce into evidence at the hearing. Such persons may be heard

orally at the discretion of the Court.

83. You are not required to hire an attorney to represent you in making written

objections or in appearing at the Settlement Hearing. However, if you decide to

hire an attorney, it will be at your own expense, and that attorney must file a

notice of appearance with the Court and serve it on Lead Counsel and Defendants’

Counsel at the addresses set forth in ¶ 79 above so that the notice is received on or

before October 25, 2019.

84. The Settlement Hearing may be adjourned by the Court without further

written notice to the Settlement Class. If you intend to attend the Settlement

Hearing, you should confirm the date and time with Lead Counsel.


28

85. Unless the Court orders otherwise, any Settlement Class Member who

does not object in the manner described above will be deemed to have waived

any objection and shall be forever foreclosed from making any objection to

the proposed Settlement, the proposed Plan of Allocation or Lead Counsel’s

motion for an award of attorneys’ fees and reimbursement of Litigation

Expenses. Settlement Class Members do not need to appear at the Settlement

Hearing or take any other action to indicate their approval.

WHAT IF I BOUGHT SHARES ON SOMEONE ELSE’S BEHALF?

86. If you purchased or otherwise acquired Capstone common stock between

June 12, 2014 and November 5, 2015, inclusive, for the beneficial interest of

persons or organizations other than yourself, you must either: (a) within seven (7)

calendar days of receipt of the Postcard Notice, request from the Claims

Administrator sufficient copies of the Postcard Notice to forward to all such

beneficial owners and within seven (7) calendar days of receipt of those Postcard

Notices forward them to all such beneficial owners; or (b) within seven (7)

calendar days of receipt of the Postcard Notice, provide a list of the names and

addresses of all such beneficial owners to In re Capstone Turbine Corporation

Securities Litigation, c/o Claims Administrator, 1650 Arch Street, Suite 2210,

Philadelphia, PA 19103. If you choose the second option, the Claims

Administrator will send a copy of the Postcard Notice to the beneficial owners.

Upon full compliance with these directions, such nominees may seek

reimbursement of their reasonable expenses actually incurred, up to a maximum

of $0.50 per notice, by providing the Claims Administrator with proper

documentation supporting the expenses for which reimbursement is sought. Any

dispute concerning the reasonableness of reimbursement costs shall be resolved by

the Court. Copies of this Notice and the Claim Form may be obtained from the

website maintained by the Claims Administrator,

www.CapstoneTurbineSecuritiesLitigation.com, or by calling the Claims

Administrator toll-free at 1-855-637-1041.

CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE

QUESTIONS?

87. This Notice contains only a summary of the terms of the proposed

Settlement. For more detailed information about the matters involved in this

Action, you are referred to the papers on file in the Action, including the

Stipulation, which may be inspected during regular office hours at the Office of

the Clerk, United States District Court for the Central District of California,


29

United States Courthouse, 350 West 1st Street, Los Angeles, CA, 90012,

Courtroom 8C, 8th Floor. Additionally, copies of the Stipulation and any related

orders entered by the Court will be posted on the website maintained by the

Claims Administrator, www.CapstoneTurbineSecuritiesLitigation.com.

All inquiries concerning this Notice and the Claim Form should be directed

to the Claims Administrator or Lead Counsel at:

In re Capstone Turbine Corporation

Securities Litigation




1-855-637-1041 [email protected]

and/or GLANCY PRONGAY &

MURRAY LLP

Casey E. Sadler, Esq.

1925 Century Park East,

Suite 2100


(888) 773-9224

[email protected]

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF

THE CLERK OF THE COURT, DEFENDANTS OR THEIR

COUNSEL REGARDING THIS NOTICE.

Dated: May 17, 2019 By Order of the Court

United States District Court

Central District of California


EXHIBIT F


EXHIBIT 2


Recent Trends in Securities Class Action Litigation: 2018 Full-Year Review Record Pace of Filings, Despite Slower Merger-Objection Growth

Average Case Size Surges to Record High

Settlement Values Rebound from Near-Record Lows

By Stefan Boettrich and Svetlana Starykh

29 January 2019


Foreword

I am excited to share NERA’s Recent Trends in Securities Class Action Litigation: 2018 Full-Year Review with you. This year’s edition builds on work carried out over numerous years by many members of NERA’s Securities and Finance Practice. In this year’s report, we continue our analyses of trends in filings and settlements and present new analyses, such as how post-class-period stock price movements relate to voluntary dismissals. While space does not permit us to present all the analyses the authors have undertaken while working on this year’s edition, or to provide details on the statistical analysis of settlement amounts, we hope you will contact us if you want to learn more about our work related to securities litigation. On behalf of NERA’s Securities and Finance Practice, I thank you for taking the time to review our work and hope you find it informative.

Dr. David Tabak Managing Director


www.nera.com 35

Figure 27. Median of Settlement Value as a Percentage of NERA-Defined Investor Losses by Level of Investor Losses Excludes Settlements for $0 to the Class January 1996–December 2018

Sett

lem

ent

Val

ue

as a

Per

centa

ge

of

Inve

sto

r Lo

sses

0%

5%

10%

15%

20%

25%

Less than$20

$20–$49 $50–$99 $100–$199 $200–$399 $400–$599 $600–$999 $1,000–$4,999

$5,000–$9,999

$10,000or Greater

Investor Losses ($Million)

19.4%

8.4%

4.7%

3.1% 2.6%

1.8% 1.6%1.2%

0.9% 0.7%

Median NERA-Defined Investor Losses over TimePrior to 2014, median NERA-defined Investor Losses for settled cases had been on an upward trajectory since the passage of the PSLRA. As described above, the median ratio of settlement size to Investor Losses generally decreases as Investor Losses increase. Over time, the increase in median Investor Losses coincided with a decreasing trend in the median ratio of settlement to Investor Losses. Of course, there are also year-to-year fluctuations.

As shown in Figure 28, the median ratio of settlements to NERA-defined Investor Losses was 2.6% in 2018. This was the third consecutive year of at least a short-term reversal of a long-term downtrend of the ratio between passage of the PSLRA and 2015.


36 www.nera.com

Explaining Settlement AmountsThe historical relationship between case attributes and other case- and industry-specific factors can be used to measure the factors correlated with settlement amounts. NERA has examined settlements in more than 1,000 securities class actions and identified key drivers of settlement amounts, many of which have been summarized in this report.

Figure 28. Median NERA-Defined Investor Losses and Median Ratio of Settlement to Investor Losses by Settlement Year January 2009–December 2018

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

0

100

200

300

400

500

600

700

800

Med

ian Inve

sto

r Lo

sses

($M

illio

n)

Med

ian R

atio

of

Sett

lem

ent

to Inve

sto

r Lo

sses

20182009 2010 2011 2012 2013 2014 2015 2016 2017

Settlement Year

$389

2.4% 2.4%

2.1%

2.6% 2.6%

1.3%

1.8%

1.9%

1.7%1.6%

$584

$493

$631

$750

$492

$449 $449

$249

$479

Median Investor Losses

Median Ratio of Settlement to Investor Losses


www.nera.com 41

Figure 32. Median of Plaintiffs’ Attorneys’ Fees and Expenses by Size of Settlement Excludes Merger Objections and Settlements for $0 to the Class

33.0%

30.0%

25.0%

25.0%

22.5%

17.0%

15.4%

2.4%

3.6% 36.6%

32.4%

2.4%

2.1%

1.3%

0.6%

1.5%7.6%

17.0%

22.2%

27.0%

30.0%

30.0%

33.3%

17.0%

23.8%

27.1%

27.4%

Median Fees

Median Expenses

Percentage of Settlement Value1996–2013

≥5 and <10

≥10 and <25

≥25 and <100

≥100 and <500

≥500 and <1,000

≥1,000

<5

Settlement Value($Million)

Percentage of Settlement Value2014–2018

5.3%

3.8%

2.7%

1.9%

1.4%

0.7%

0.5%8.1%

17.7%

23.6%

28.9%

32.7%

33.8%

38.6%

17.6%

To illustrate that the fee percentage typically shrinks as settlement size grows, we grouped settlements by settlement value and reported the median fee percentage for each group. While fees are stable at around 30% of settlement values for settlements below $10 million, this percentage declines as settlement size increases.

We also observe that fee percentages have been decreasing over time, except for fees awarded on very large settlements. For settlements above $1 billion, fee rates have increased.


About NERA

NERA Economic Consulting (www.nera.com) is a global firm of experts dedicated to applying economic, finance, and quantitative principles to complex business and legal challenges. For over half a century, NERA’s economists have been creating strategies, studies, reports, expert testimony, and policy recommendations for government authorities and the world’s leading law firms and corporations. We bring academic rigor, objectivity, and real world industry experience to bear on issues arising from competition, regulation, public policy, strategy, finance, and litigation.

NERA’s clients value our ability to apply and communicate state-of-the-art approaches clearly and convincingly, our commitment to deliver unbiased findings, and our reputation for quality and independence. Our clients rely on the integrity and skills of our unparalleled team of economists and other experts backed by the resources and reliability of one of the world’s largest economic consultancies. With its main office in New York City, NERA serves clients from more than 25 offices across North America, Europe, and Asia Pacific.

Contacts For further information, please contact:

Dr. David TabakManaging Director

New York City: +1 212 345 2176

[email protected]

Stefan Boettrich Senior Consultant

New York City: +1 212 345 1968

[email protected]

Svetlana StarykhSenior Consultant

White Plains, NY: +1 914 448 4123

[email protected]

The opinions expressed herein do not necessarily represent the views of

NERA Economic Consulting or any other NERA consultant.

To receive publications, news, and

insights from NERA, please visit

www.nera.com/subscribe.


www.nera.com/subscribe

www.nera.com/subscribe

Visit www.nera.com to learn

more about our practice areas

and global offices.

© Copyright 2019

National Economic Research

Associates, Inc.

All rights reserved.

Printed in the USA.


EXHIBIT 3


Law Firm Billing Rates

Defense Firm Name Case Name Citation Non-Partner Attorneys’ Fee Range

Partners’ Fee Range

Ropes & Gray LLP In re Weatherford International plc, et al. , Debtors, No. 19-33694 (DRJ)

(Bankr. S.D. Tex.) (Aug. 2019) (Dkt. No. 276)

$580 - $1,050 $1,150 - $1,520

In re Arsenal Energy Holdings LLC, Reorganized Debtor, No. 19-10226 (BLS)

(Bankr. D. Del.) (Feb. 2019) (Dkt. No. 77) $590* - $1,220($590/ hr for pending bar admission; starting at $840 for a 1st year associate)

$1,425 - $1,535

In re FR Dixie Acquisition Sub Corp., Reorganized Debtor, No. 18-12476 (KG)

(Bankr. D. Del.) (Feb. 2019) (Dkt. No. 26) $540 - $1,170 $1,350 - $1,550

In re 21st Century Oncology Holdings, Inc., et al. , Reorganized Debtors, No. 17-22770 (RDD)

(Bankr. S.D.N.Y.) (Mar. 2018) (Dkt. No. 1013)

$740 - $1,115 $950(Only one rate listed)

Wilson Sonsini Goodrich & Rosati In re Tintri, Inc., Debtor, No. 18-11625 (KJC)

(Bankr. D. Del.) (Nov. 2018) (Dkt. No. 291) $510 - 715 $950 - $1,350**Listed as "Member" rates

Weil, Gotshal & Manges LLP In re Sears Holdings Corporation, et al ., Debtors, No. 18-23538 (RDD)

(Bankr. S.D.N.Y.) (Oct. 2018) (Dkt. No. 344)

$560 - $995 $1,075 - $1,600

Shearman & Sterling LLP In re Hodyon, Inc., Reorganized Debtor, No. 18-10386 (MFW)

(Bankr. D. Del.) (Aug. 2018) (Dkt. No. 26) $495 - $1,295**5-10% discount applied to some

$1,165 - $1,325**5-10% discount applied to some

In re HCR ManorCare, Inc., Debtor, No. 18-10467 (KG)

(Bankr. D. Del.) (Mar. 2018) (Dkt. No. 18-10467)

$495 - $1,600**range given for all attorneys, partner and non-partner

$495 - $1,600**range given for all attorneys, partner and non-partner

In re UCI International, LLC, et al. , Reorganized Debtors, No. 16-11354 (MFW)

(Bankr. D. Del.) (Jan. 2017) (Dkt. No. 1144) $430 - $1,200 $850 - $1,325

Simpson Thacher & Bartlett LLP

Sidley Austin LLP

*Listed in order of filing date. Page 1 of 4



Defense Firm Name Case Name Citation Non-Partner Attorneys’ Fee Range


Mayer Brown LLP In re Scottish Holdings, Inc., et al., Debtors, No. 18-10160 (LSS)

(Bankr. D. Del.) (Mar. 2018) (Dkt. No. 193) $605 - $895 $960 - $1130

Skadden, Arps, Slate, Meagher & Flom LLP

In re Indymac Bancorp, Inc., Debtor, No. 08-bk-21752-BB

(Bankr. C.D. Cal.) (Feb. 2018) (Dkt. No. 1041)

$420 - $710 $895 - $1350

In re rue21, inc., et al. , Debtors, No. 17-22045-GLT

(W.D. Pa.) (Nov. 2017) (Dkt. No. 1308-6) $555 - $965 $965 - $1625

In re Caesars Entertainment Operating Company, Inc., et al. , Debtors, No. 15-01145 (ABG)

(N.D. Ill.) (Nov. 2017) (Dkt. No. 7620-6) $480 - $1395 $645 - $1625

Dechert LLP In re Thru, Inc., Debtor, No. 17-31034 (N.D. Tex.) (Aug. 2017) (Dkt. No. 148) $725 - $785 $1,095

O’Melveny & Myers LLP US Airways, Inc. v. Sabre Holdings Corporation, et al. , No. 11-cv-02725 (LGS)

(S.D.N.Y.) (Mar. 2017) (Dkt. No. 859) $463 - $815 $839 - $1,096

Boies, Schiller & Flexner LLP In re Molycorp, Inc., et al , Debtors, No. 15-11357 (CSS)

(D. Del.) (Sept. 2016) (Dkt. No. 1994) $490 - $1,180 $780 - $1,500

In re LightSquared Inc., et al. , Debtors, No. 12-12080 (SCC)

(S.D.N.Y.) (Jan. 2016) (Dkt. No. 2444) $395 - $765(fees voluntarily reduced by roughly 8%)

$765 - $1,800(fees voluntarily reduced by roughly 8%)

In re Newland International Properties, Corp., Debtor, No. 13-11396

(S.D.N.Y.) (July 2013) (Dkt. No. 146) $510 - $795 $960 - $1,170

Proskauer Rose LLP In re IPC International Corporation, et al ., Debtors, No. 13-12050 (MFW)

(Bankr. D. Del.) (Aug. 2013) (Dkt. No. 57) $200 - $1,150 $600 - $1,250

Sullivan & Cromwell, LLP In re CIT Group Inc. and CIT Group Funding Co. of Delaware LLC, Debtors, No. 09-16565 (ALG)

(Bankr. S.D.N.Y.) (Jan. 2010) (2010 WL 354151)

$305 - $950 $850 - $965

Kirkland & Ellis, LLP

Gibson, Dunn & Crutcher LLP




Plaintiffs’ Firm Name Case Name Citation Non-Partner Attorneys’ Fee Range


Pirnik v. Fiat Chrysler et al., No. 1:15-cv-07199

(S.D.N.Y.) (Sept. 2019) (Dkt. No. 361) $450 - $600 $750 - $950

In Re Yahoo! Inc. Securities Litigation, No. 17-cv-

(N.D. Cal.) (Aug. 2018) (Dkt. No. 108) $350 - $705 $725 - $925

In re Petrobras Securities Litigation, No. 14-cv-9662 (JSR)

(S.D.N.Y.) (Apr. 2018) (Dkt. No. 789-16) $300 - $765 $700 - $1,000

Robbins Geller Rudman & Dowd LLP David N. Zimmerman vs. Diplomat Pharmacy, Inc., et al., No. 2:16-cv-14005-AC-SDD

(E.D. Mich.) (July 2019) (Dkt. No. 70) $400 - $1,030 $800 - $1,250

Motley Rice LLC In re Investment Technology Group, Inc. Securities Litigation, No. 15-cv-06369

(S.D.N.Y.) (Jan. 2019) (Dkt. No. 119) $300 - $750 $775 - $1,050

In re Ability, Inc. Securities Litigation, No. 1:16-cv-03893-VM

(S.D.N.Y.) (Aug. 2018) (Dkt. No. 89-4) $530 $630 - $900

In re ITT Educational Services, Inc. Securities Litigation, No. 1:13-cv-01620-JPO-JLC

(S.D.N.Y.) (Feb. 2016) (Dkt. No. 88) $420 - $550 $530 - $915

Bernstein Litowitz Berger & Grossman LLP

In re Allergan, Inc. Proxy Violation Securities Litigation, No. 8:14-cv-02004-DOC-KESx

(C.D. Cal.) (Apr. 2018) (Dkt. No. 619-4) $340 - $750 $750 - $1,250

In re Allergan, Inc. Proxy Violation Securities Litigation, No. 8:14-cv-02004-DOC-KESx

(C.D. Cal.) (Apr. 2018) (Dkt. No. 619-5) $350 - $675 $550 - $850

In re JPMorgan Chase & Co. Securities Litigation, 1:12-cv-03852-GBD

(S.D.N.Y.) (Apr. 2016) (Dkt. No. 206-8) $350 - $650 $675 - $850

Grant & Eisenhofer P.A. In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 1:13-cv-07789-LGS

(S.D.N.Y.) (Jan. 2018) (Dkt. No. 939-17) $325 - $720 $850 - $925

Kessler Topaz Meltzer & Check, LLP

Pomerantz LLP

Cohen Milstein Sellers & Toll, PLLC




Plaintiffs’ Firm Name Case Name Citation Non-Partner Attorneys’ Fee Range


Hausfeld LLP In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 1:13-cv-07789-LGS

(S.D.N.Y.) (Jan. 2018) (Dkt. No. 939-3) $350 - $500 $630 - $1,375

Labaton Sucharow LLP In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 1:13-cv-07789-LGS

(S.D.N.Y.) (Jan. 2018) (Dkt. No. 939-6) $335 - $775 $875 - $950

Scott+Scott, Attorneys at Law, LLP In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 1:13-cv-07789-LGS

(S.D.N.Y.) (Jan. 2018) (Dkt. No. 939-2) $400 - $710 $775 - $995

Boies, Schiller & Flexner LLP Erica P John Fund Inc et al v. Halliburton Company et al, No. 3:02-cv-01152-M

(N.D. Tex.) (July 2017) (Dkt. No. 819) $170 - $870 $350 – 1,650

Lieff Cabraser Heimann & Bernstein, LLP

In re Volkswagen “Clean Diesel’ Marketing, Sales Practices, and Products Liability Litigation, No. 15-md-02672

(N.D. Cal.) (Nov. 2016) (Dkt. No. 2175-1) $150 - $790 $275 - $1,600

Bleichmar Fonti & Auld LLP In re Genworth Financial, Inc. Securities Litigation, No. 14-cv-00682-JAG-RCY

(E.D. Va.) (Jun. 2016) (Dkt. No. 208-1) $335 - $640 $740 - $880

Quinn Emanuel Urquhart & Sullivan, LLP

In re Credit Default Swaps Antitrust Litigation, No. 13-md-2476 (DLC)

(S.D.N.Y.) (Jan. 2016) (Dkt. No. 482) $411 - $714 $834 - $1,125

Capstone Law APC Irene Fernandez v. Home Depot USA Inc, 13-cv-00648-DOC-RNB

(C.D. Cal.) (Oct. 2015) (Dkt. No. 50-1) $370 - $695 N/A



EXHIBIT 4


482505.1 OFFICE Page 1

FIRM RESUME

Glancy Prongay & Murray LLP (the “Firm”) has represented investors, consumers and employees for over 25 years. Based in Los Angeles, with offices in New York City and Berkeley, the Firm has successfully prosecuted class action cases and complex litigation in federal and state courts throughout the country. As Lead Counsel, Co-Lead Counsel, or as a member of Plaintiffs’ Counsel Executive Committees, the Firm’s attorneys have recovered billions of dollars for parties wronged by corporate fraud, antitrust violations and malfeasance. Indeed, the Institutional Shareholder Services unit of RiskMetrics Group has recognized the Firm as one of the top plaintiffs’ law firms in the United States in its Securities Class Action Services report for every year since the inception of the report in 2003. The Firm’s efforts have been publicized in major newspapers such as the Wall Street Journal, the New York Times, and the Los Angeles Times.

Glancy Prongay & Murray’s commitment to high quality and excellent personalized services has boosted its national reputation, and we are now recognized as one of the premier plaintiffs’ firms in the country. The Firm works tenaciously on behalf of clients to produce significant results and generate lasting corporate reform.

The Firm’s integrity and success originate from our attorneys, who are among the brightest and most experienced in the field. Our distinguished litigators have an unparalleled track record of investigating and prosecuting corporate wrongdoing. The Firm is respected for both the zealous advocacy with which we represent our clients’ interests as well as the highly-professional and ethical manner by which we achieve results. We are ideally positioned to pursue securities, antitrust, consumer, and derivative litigation on behalf of our clients. The Firm’s outstanding accomplishments are the direct result of the exceptional talents of our attorneys and employees.

SECURITIES CLASS ACTION SETTLEMENTS Appointed as Lead or Co-Lead Counsel by judges throughout the United States, Glancy Prongay & Murray has achieved significant recoveries for class members in numerous securities class actions, including: In re Mercury Interactive Corporation Securities Litigation, USDC Northern District of California, Case No. 05-3395-JF, in which the Firm served as Co-Lead Counsel and achieved a settlement valued at over $117 million. In re Real Estate Associates Limited Partnership Litigation, USDC Central District of California, Case No. 98-7035-DDP, in which the Firm served as local counsel and

1925 Century Park East, Suite 2100


T: 310.201.9150



plaintiffs achieved a $184 million jury verdict after a complex six week trial in Los Angeles, California and later settled the case for $83 million. In Re Yahoo! Inc. Securities Litigation, USDC Northern District of California, Case No. 5:17-cv-00373-LHK, in which the Firm served as Co-Lead Counsel and achieved an $80 million settlement. The City of Farmington Hills Employees Retirement System v. Wells Fargo Bank, N.A., USDC District of Minnesota, Case No. 10-cv-04372-DWF/JJG, in which the Firm served as Co-Lead Counsel and achieved a settlement valued at $62.5 million. Schleicher v. Wendt, (Conseco Securities Litigation), USDC Southern District of Indiana, Case No. 02-1332-SEB, a securities fraud class action in which the Firm served as Lead Counsel for the Class and achieved a settlement of over $41 million. Robb v. Fitbit, Inc., USDC Northern District of California, Case No. 3:16-cv-00151, a securities fraud class action in which the Firm served as Lead Counsel for the Class and achieved a settlement of $33 million. Yaldo v. Airtouch Communications, State of Michigan, Wayne County, Case No. 99-909694-CP, in which the Firm served as Co-Lead Counsel and achieved a settlement valued at over $32 million for defrauded consumers. Lapin v. Goldman Sachs, USDC Southern District of New York, Case No. 03-0850-KJD, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement of $29 million. In re Heritage Bond Litigation, USDC Central District of California, Case No. 02-ML-1475-DT, where as Co-Lead Counsel, the Firm recovered in excess of $28 million for defrauded investors and continues to pursue additional defendants. In re Livent, Inc. Noteholders Litigation, USDC Southern District of New York, Case No. 99 Civ 9425-VM, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement of over $27 million. In re ECI Telecom Ltd. Securities Litigation, USDC Eastern District of Virginia, Case No. 01-913-A, in which the Firm served as sole Lead Counsel and recovered almost $22 million for defrauded ECI investors. Senn v. Sealed Air Corporation, USDC New Jersey, Case No. 03-cv-4372-DMC, a securities fraud class action, in which the Firm acted as co-lead counsel for the Class and achieved a settlement of $20 million. In re Gilat Satellite Networks, Ltd. Securities Litigation, USDC Eastern District of New York, Case No. 02-1510-CPS, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement of $20 million.



In re Lumenis, Ltd. Securities Litigation, USDC Southern District of New York, Case No.02-CV-1989-DAB, in which the Firm served as Co-Lead Counsel and achieved a settlement valued at over $20 million. In re Infonet Services Corporation Securities Litigation, USDC Central District of California, Case No. CV 01-10456-NM, in which as Co-Lead Counsel, the Firm achieved a settlement of $18 million. In re ESC Medical Systems, Ltd. Securities Litigation, USDC Southern District of New York, Case No. 98 Civ. 7530-NRB, a securities fraud class action in which the Firm served as sole Lead Counsel for the Class and achieved a settlement valued in excess of $17 million. In re Musicmaker.com Securities Litigation, USDC Central District of California, Case No. 00-02018-CAS, a securities fraud class action in which the Firm was sole Lead Counsel for the Class and recovered in excess of $13 million. In re Lason, Inc. Securities Litigation, USDC Eastern District of Michigan, Case No. 99 76079-AJT, in which the Firm was Co-Lead Counsel and recovered almost $13 million for defrauded Lason stockholders. In re Inso Corp. Securities Litigation, USDC District of Massachusetts, Case No. 99 10193-WGY, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement valued in excess of $12 million. In re National TechTeam Securities Litigation, USDC Eastern District of Michigan, Case No. 97-74587-AC, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement valued in excess of $11 million. Taft v. Ackermans (KPNQwest Securities Litigation), USDC Southern District of New York, Case No. 02-CV-07951-PKL, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement worth $11 million. Jenson v. First Trust Corporation, USDC Central District of California, Case No. 05-cv-3124-ABC, in which the Firm was appointed sole lead counsel and achieved an $8.5 million settlement in a very difficult case involving a trustee’s potential liability for losses incurred by investors in a Ponzi scheme. Kevin Ruf of the Firm also successfully defended in the 9th Circuit Court of Appeals the trial court’s granting of class certification in this case. In re Ramp Networks, Inc. Securities Litigation, USDC Northern District of California, Case No. C-00-3645-JCS, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement of nearly $7 million. Capri v. Comerica, Inc., USDC Eastern District of Michigan, Case No. 02-CV-60211-MOB, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement of $6.0 million.



Plumbing Solutions Inc. v. Plug Power, Inc., USDC Eastern District of New York, Case No. CV 00 5553-ERK, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement of over $5 million. Ree v. Procom Technologies, Inc., USDC Southern District of New York, Case No. 02-CV-7613-JGK, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement of $2.7 million. Tatz v. Nanophase Technologies Corp., USDC Northern District of Illinois, Case No. 01-C-8440-MCA, a securities fraud class action in which the Firm served as Co-Lead Counsel for the Class and achieved a settlement of $2.5 million. In re F & M Distributors Securities Litigation, USDC Eastern District of Michigan, Case No. 95 CV 71778-DT, a securities fraud class action in which the Firm served on the Executive Committee and helped secure a $20.25 million settlement.

ANTITRUST PRACTICE GROUP AND ACHIEVEMENTS Glancy Prongay & Murray’s Antitrust Practice Group focuses on representing individuals and entities that have been victimized by unlawful monopolization, price-fixing, market allocation, and other anti-competitive conduct. The Firm has prosecuted significant antitrust cases and has helped individuals and businesses recover billions of dollars. Prosecuting civil antitrust cases under federal and state laws throughout the country, the Firm’s Antitrust Practice Group represents consumers, businesses, and Health and Welfare Funds and seeks injunctive relief and damages for violations of antitrust and commodities laws. The Firm has served, or is currently serving, as Lead Counsel, Co-Lead Counsel or Class Counsel in a substantial number of antitrust class actions, including: In re Nasdaq Market-Makers Antitrust Litigation, USDC Southern District of New York, Case No. 94 C 3996-RWS, MDL Docket No. 1023, a landmark antitrust lawsuit in which the Firm filed the first complaint against all of the major NASDAQ market makers and served on Plaintiffs’ Counsel’s Executive Committee in a case that recovered $900 million for investors. Sullivan v. DB Investments, USDC District of New Jersey, Case No. No. 04-cv-2819, where the Firm served as Co-Lead Settlement Counsel in an antitrust case against DeBeers relate to the pricing of diamonds that settled for $295 million. In re Korean Air Lines Antitrust Litig., USDC Central District of California, Master File No. CV 07-05107 SJO(AGRx), MDL No. 07-0189, where the Firm served as Co-Lead Counsel in a case related to fixing of prices for airline tickets to Korea that settled for $86 million.



In re Urethane Chemical Antitrust Litig., USDC District of Kansas, Case No. MDL 1616, where the Firm served as Co-Lead counsel in an antitrust price fixing case that settled $33 million. In re Western States Wholesale Natural Gas Litig., USDC District of Nevada, Case No. MDL 1566, where the Firm served as Class Counsel in an antitrust price fixing case that settled $25 million. In re Aggrenox Antitrust Litig., USDC District of Connecticut, Case No. 14-cv-2516, where the Firm played a major role in achieving a settlement of $54,000,000. In re Solodyn Antitrust Litig., USDC District of Massachusetts, Case No. MDL 2503, where the Firm played a major role in achieving a settlement of $43,000,000. In re Generic Pharmaceuticals Pricing Antitrust Litig., USDC Eastern District of Pennsylvania, Case No. 16-md-2427, where the Firm is representing a major Health and Welfare Fund in a case against a number of generic drug manufacturers for price fixing generic drugs. In re Actos End Payor Antitrust Litig., USDC Southern District of New York, Case No. 13-cv-9244, where the Firm is serving on Plaintiffs’ Executive Committee. In re Heating Control Panel Direct Purchaser Action, USDC Eastern District of Michigan, Case No. 12-md-02311, representing a recreational vehicle manufacturer in a price-fixing class action involving direct purchasers of heating control panels. In re Instrument Panel Clusters Direct Purchaser Action, USDC Eastern District of Michigan, Case No. 12-md-02311, representing a recreational vehicle manufacturer in a price-fixing class action involving direct purchasers of instrument panel clusters. In addition, the Firm is currently involved in the prosecution of many market manipulation cases relating to violations of antitrust and commodities laws, including Sullivan v. Barclays PLC (manipulation of Euribor rate), In re Foreign Exchange Benchmark Rates Antitrust Litig., In re LIBOR-Based Financial Instruments Antitrust Litig., In re Gold Futures & Options Trading Litig., In re Platinum & Palladium Antitrust Litig., Sonterra Cap. Master Fund v. Credit Suisse Group AG (Swiss Libor rate manipulation), Twin City Iron Pension Fund v. Bank of Nova Scotia (manipulation of treasury securities), and Ploss v. Kraft Foods Group (manipulation of wheat prices). Glancy Prongay & Murray has been responsible for obtaining favorable appellate opinions which have broken new ground in the class action or securities fields, or which have promoted shareholder rights in prosecuting these actions. The Firm successfully argued the appeals in a number of cases: In Smith v. L’Oreal, 39 Cal.4th 77 (2006), Firm partner Kevin Ruf established ground-breaking law when the California Supreme Court agreed with the Firm’s position that



waiting penalties under the California Labor Code are available to any employee after termination of employment, regardless of the reason for that termination.

OTHER NOTABLE ACHIEVEMENTS Other notable Firm cases are: Silber v. Mabon I, 957 F.2d 697 (9th Cir. 1992) and Silber v. Mabon II, 18 F.3d 1449 (9th Cir. 1994), which are the leading decisions in the Ninth Circuit regarding the rights of opt-outs in class action settlements. In Rothman v. Gregor, 220 F.3d 81 (2d Cir. 2000), the Firm won a seminal victory for investors before the Second Circuit Court of Appeals, which adopted a more favorable pleading standard for investors in reversing the District Court’s dismissal of the investors’ complaint. After this successful appeal, the Firm then recovered millions of dollars for defrauded investors of the GT Interactive Corporation. The Firm also argued Falkowski v. Imation Corp., 309 F.3d 1123 (9th Cir. 2002), as amended, 320 F.3d 905 (9th Cir. 2003), and favorably obtained the substantial reversal of a lower court’s dismissal of a cutting edge, complex class action initiated to seek redress for a group of employees whose stock options were improperly forfeited by a giant corporation in the course of its sale of the subsidiary at which they worked. The Firm is also involved in the representation of individual investors in court proceedings throughout the United States and in arbitrations before the American Arbitration Association, National Association of Securities Dealers, New York Stock Exchange, and Pacific Stock Exchange. Mr. Glancy has successfully represented litigants in proceedings against such major securities firms and insurance companies as A.G. Edwards & Sons, Bear Stearns, Merrill Lynch & Co., Morgan Stanley, PaineWebber, Prudential, and Shearson Lehman Brothers. One of the Firm’s unique skills is the use of “group litigation” - the representation of groups of individuals who have been collectively victimized or defrauded by large institutions. This type of litigation brought on behalf of individuals who have been similarly damaged often provides an efficient and effective economic remedy that frequently has advantages over the class action or individual action devices. The Firm has successfully achieved results for groups of individuals in cases against major corporations such as Metropolitan Life Insurance Company, and Occidental Petroleum Corporation. Glancy Prongay & Murray LLP currently consists of the following attorneys:

PARTNERS

LEE ALBERT, a partner, was admitted to the bars of the Commonwealth of Pennsylvania, the State of New Jersey, and the United States District Courts for the Eastern District of Pennsylvania and the District of New Jersey in 1986. He received his B.S. and M.S. degrees from Temple University and Arcadia University in 1975 and 1980, respectively, and received his J.D. degree from Widener University School of Law in 1986. Upon graduation from law school, Mr. Albert spent several years working as a



civil litigator in Philadelphia, PA. Mr. Albert has extensive litigation and appellate practice experience having argued before the Supreme and Superior Courts of Pennsylvania and has over fifteen years of trial experience in both jury and non-jury cases and arbitrations. Mr. Albert has represented a national health care provider at trial obtaining injunctive relief in federal court to enforce a five-year contract not to compete on behalf of a national health care provider and injunctive relief on behalf of an undergraduate university. Currently, Mr. Albert represents clients in all types of complex litigation including matters concerning violations of federal and state antitrust and securities laws, mass tort/product liability and unfair and deceptive trade practices. Some of Mr. Albert’s current major cases include In Re Automotive Wire Harness Systems Antitrust Litigation (E.D. Mich.); In Re Heater Control Panels Antitrust Litigation (E.D. Mich.); Kleen Products, et al. v. Packaging Corp. of America (N.D. Ill.); and In re Class 8 Transmission Indirect Purchaser Antitrust Litigation (D. Del.). Previously, Mr. Albert had a significant role in Marine Products Antitrust Litigation (C.D. Cal.); Baby Products Antitrust Litigation (E.D. Pa.); In re ATM Fee Litigation (N.D. Cal.); In re Canadian Car Antitrust Litigation (D. Me.); In re Broadcom Securities Litigation (C.D. Cal.); and has worked on In re Avandia Marketing, Sales Practices and Products Liability Litigation (E.D. Pa.); In re Ortho Evra Birth Control Patch Litigation (N.J. Super. Ct., Middlesex County); In re AOL Time Warner, Inc. Securities Litigation (S.D.N.Y.); In re WorldCom, Inc. Securities Litigation (S.D.N.Y.); and In re Microsoft Corporation Massachusetts Consumer Protection Litigation (Mass. Super. Ct.). PETER A. BINKOW has prosecuted lawsuits on behalf of consumers and investors in state and federal courts throughout the United States. He served as Lead or Co-Lead Counsel in many class action cases, including: In re Mercury Interactive Securities Litigation ($117.5 million recovery); The City of Farmington Hills Retirement System v Wells Fargo ($62.5 million recovery); Schleicher v Wendt (Conseco Securities litigation - $41.5 million recovery); Lapin v Goldman Sachs ($29 million recovery); In re Heritage Bond Litigation ($28 million recovery); In re National Techteam Securities Litigation ($11 million recovery for investors); In re Lason Inc. Securities Litigation ($12.68 million recovery), In re ESC Medical Systems, Ltd. Securities Litigation ($17 million recovery); and many others. In Schleicher v Wendt, Mr. Binkow successfully argued the seminal Seventh Circuit case on class certification, in an opinion authored by Chief Judge Frank Easterbrook. He has argued and/or prepared appeals before the Ninth Circuit, Seventh Circuit, Sixth Circuit and Second Circuit Courts of Appeals. Mr. Binkow joined the Firm in 1994. He was born on August 16, 1965 in Detroit, Michigan. Mr. Binkow obtained a Bachelor of Arts degree from the University of Michigan in 1988 and a Juris Doctor degree from the University of Southern California in 1994. JOSEPH D. COHEN has extensive complex civil litigation experience, and currently oversees the firm’s settlement department, negotiating, documenting and obtaining court approval of the firm’s securities, merger and derivative settlements.



Prior to joining the firm, Mr. Cohen successfully prosecuted numerous securities fraud, consumer fraud, antitrust and constitutional law cases in federal and state courts throughout the country. Cases in which Mr. Cohen took a lead role include: Jordan v. California Dep’t of Motor Vehicles, 100 Cal. App. 4th 431 (2002) (complex action in which the California Court of Appeal held that California’s Non-Resident Vehicle $300 Smog Impact Fee violated the Commerce Clause of the United States Constitution, paving the way for the creation of a $665 million fund and full refunds, with interest, to 1.7 million motorists); In re Geodyne Res., Inc. Sec. Litig. (Harris Cty. Tex.) (settlement of securities fraud class action, including related litigation, totaling over $200 million); In re Cmty. Psychiatric Centers Sec. Litig. (C.D. Cal.) (settlement of $55.5 million was obtained from the company and its auditors, Ernst & Young, LLP); In re McLeodUSA Inc., Sec. Litig. (N.D. Iowa) ($30 million settlement); In re Arakis Energy Corp. Sec. Litig. (E.D.N.Y.) ($24 million settlement); In re Metris Cos., Inc., Sec. Litig. (D. Minn.) ($7.5 million settlement); In re Landry’s Seafood Rest., Inc. Sec. Litig. (S.D. Tex.) ($6 million settlement); and Freedman v. Maspeth Fed. Loan and Savings Ass’n, (E.D.N.Y) (favorable resolution of issue of first impression under RESPA resulting in full recovery of improperly assessed late fees). Mr. Cohen was also a member of the teams that obtained substantial recoveries in the following cases: In re: Foreign Exchange Benchmark Rates Antitrust Litig. (S.D.N.Y.) (partial settlements of approximately $2 billion); In re Washington Mutual Mortgage-Backed Sec. Litig. (W.D. Wash.) (settlement of $26 million); Mylan Pharm., Inc. v. Warner Chilcott Public Ltd. Co. (E.D. Pa.) ($8 million recovery in antitrust action on behalf of class of indirect purchasers of the prescription drug Doryx); City of Omaha Police and Fire Ret. Sys. v. LHC Group, Inc. (W.D. La.) (securities class action settlement of $7.85 million); and In re Pacific Biosciences of Cal., Inc. Sec. Litig. (Cal. Super. Ct.) ($7.6 million recovery). In addition, Mr. Cohen was previously the head of the settlement department at Bernstein Litowitz Berger & Grossmann LLP. While at BLB&G, Mr. Cohen had primary responsibility for overseeing the team working on the following settlements, among others: In Re Merck & Co., Inc. Sec., Deriv. & “ERISA” Litig. (D.N.J.) ($1.062 billion securities class action settlement); New York State Teachers’ Ret. Sys. v. General Motors Co. (E.D. Mich.) ($300 million securities class action settlement); In re JPMorgan Chase & Co. Sec. Litig. (S.D.N.Y.) ($150 million settlement); Dep’t of the Treasury of the State of New Jersey and its Division of Inv. v. Cliffs Natural Res. Inc., et al. (N.D. Ohio) ($84 million securities class action settlement); In re Penn West Petroleum Ltd. Sec. Litig. (S.D.N.Y.) ($19.76 million settlement); and In re BioScrip, Inc. Sec. Litig. ($10.9 million settlement). JOSHUA L. CROWELL, a partner in the firm’s Los Angeles office, concentrates his practice on prosecuting complex securities cases on behalf of investors.

Recently, he was co-lead counsel in In re Yahoo! Inc. Securities Litigation, No. 17-CV-00373-LHK (N.D. Cal.), which resulted in an $80 million settlement for the class. He also led the prosecution of In re Akorn, Inc. Securities Litigation, No. 1:15-cv-01944 (N.D. Ill.), achieving a $24 million class settlement.



Prior to joining Glancy Prongay & Murray LLP, Joshua was an Associate at Labaton Sucharow LLP in New York, where he substantially contributed to some of the firm’s biggest successes. There he helped secure several large federal securities class settlements, including:

In re Countrywide Financial Corp. Securities Litigation, No. CV 07-05295 MRP (MANx) (C.D. Cal.) – $624 million

In re Schering-Plough Corp. / ENHANCE Securities Litigation, No. 08-397 (DMC) (JAD) (D.N.J.) – $473 million

In re Broadcom Corp. Class Action Litigation, No. CV-06-5036-R (CWx) (C.D. Cal.) – $173.5 million

In re Fannie Mae 2008 Securities Litigation, No. 08-civ-7831-PAC (S.D.N.Y.) – $170 million

Oppenheimer Champion Fund and Core Bond Fund actions, Nos. 09-cv-525-JLK-KMT and 09-cv-1186-JLK-KMT (D. Colo.) – $100 million combined

He began his legal career as an Associate at Paul, Hastings, Janofsky & Walker LLP in New York, primarily representing financial services clients in commercial litigation.

Super Lawyers has selected Joshua as a Rising Star in the area of Securities Litigation from 2015 through 2017.

Prior to attending law school, Mr. Joshua was a Senior Economics Consultant at Ernst & Young LLP, where he priced intercompany transactions and calculated the value of intellectual property. Joshua received a J.D., cum laude, from The George Washington University Law School. During law school, he was a member of The George Washington Law Review and the Mock Trial Board. He was also a law intern for Chief Judge Edward J. Damich of the United States Court of Federal Claims. Joshua earned a B.A. in International Relations from Carleton College. LIONEL Z. GLANCY, a graduate of University of Michigan Law School, is the founding partner of the Firm. After serving as a law clerk for United States District Judge Howard McKibben, he began his career as an associate at a New York law firm concentrating in securities litigation. Thereafter, he started a boutique law firm specializing in securities litigation, and other complex litigation, from the Plaintiff’s perspective. Mr. Glancy has established a distinguished career in the field of securities litigation over the last fifteen years, having appeared and been appointed lead counsel on behalf of aggrieved investors in securities class action cases throughout the country. He has appeared and argued before dozen of district courts and a number of appellate courts. His efforts have resulted in the recovery of hundreds of millions of dollars in settlement proceeds for huge classes of shareholders. Well known in securities law, he has lectured on its developments and practice, including having lectured before Continuing Legal Education seminars and law schools. Mr. Glancy was born in Windsor, Canada, on April 4, 1962. Mr. Glancy earned his undergraduate degree in political science in 1984 and his Juris Doctor degree in 1986,



both from the University of Michigan. He was admitted to practice in California in 1988, and in Nevada and before the U.S. Court of Appeals, Ninth Circuit, in 1989. MARC L. GODINO has extensive experience successfully litigating complex, class action lawsuits as a plaintiffs’ lawyer. Since joining the firm in 2005, Mr. Godino has played a primary role in cases resulting in settlements of more than $100 million. He has prosecuted securities, derivative, merger & acquisition, and consumer cases throughout the country in both state and federal court, as well as represented defrauded investors at FINRA arbitrations. Mr. Godino manages the Firm’s consumer class action department. While a senior associate with Stull Stull & Brody, Mr. Godino was one of the two primary attorneys involved in Small v. Fritz Co., 30 Cal. 4th 167 (April 7, 2003), in which the California Supreme Court created new law in the State of California for shareholders that held shares in detrimental reliance on false statements made by corporate officers. The decision was widely covered by national media including The National Law Journal, the Los Angeles Times, the New York Times, and the New York Law Journal, among others, and was heralded as a significant victory for shareholders. Mr. Godino’s successes with Glancy Prongay & Murray LLP include: Good Morning To You Productions Corp., et al., v. Warner/Chappell Music, Inc., et al., Case No. 13-04460 (C.D. Cal.) (In this highly publicized case that attracted world-wide attention, Plaintiffs prevailed on their claim that the song “Happy Birthday” should be in the public domain and achieved a $14,000,000 settlement to class members who paid a licensing fee for the song); Ord v. First National Bank of Pennsylvania, Case No. 12-766 (W. D. Pa.) ($3,000,000 settlement plus injunctive relief); Pappas v. Naked Juice Co. of Glendora, Inc., Case No. 11-08276 (C.D. Cal.) ($9,000,000 settlement plus injunctive relief);Astiana v. Kashi Company, Case No. 11-1967 (S.D. Cal.) ($5,000,000 settlement); In re Magma Design Automation, Inc. Securities Litigation, Case No. 05-2394 (N.D. Cal.) ($13,500,000 settlement); In re Hovnanian Enterprises, Inc. Securities Litigation, Case No. 08-cv-0099 (D.N.J.) ($4,000,000 settlement); In re Skilled Healthcare Group, Inc. Securities Litigation, Case No. 09-5416 (C.D. Cal.) ($3,000,000 settlement); Kelly v. Phiten USA, Inc., Case No. 11-67 (S.D. Iowa) ($3,200,000 settlement plus injunctive relief); (Shin et al., v. BMW of North America, 2009 WL 2163509 (C.D. Cal. July 16, 2009) (after defeating a motion to dismiss, the case settled on very favorable terms for class members including free replacement of cracked wheels); Payday Advance Plus, Inc. v. MIVA, Inc., Case No. 06-1923 (S.D.N.Y.) ($3,936,812 settlement); Esslinger, et al. v. HSBC Bank Nevada, N.A., Case No. 10-03213 (E.D. Pa.) ($23,500,000 settlement); In re Discover Payment Protection Plan Marketing and Sales Practices Litigation, Case No. 10-06994 ($10,500,000 settlement ); In Re: Bank of America Credit Protection Marketing and Sales Practices Litigation, Case No. 11-md-02269 (N.D. Cal.) ($20,000,000 settlement). Mr. Godino was also the principal attorney in the following published decisions: In re Zappos.com, Inc., Customer Data Sec. Breach Litigation, 714 Fed Appx. 761 (9th Cir. 2018) (reversing order dismissing class action complaint); Small et al., v. University Medical Center of Southern Nevada, et al., 2017 WL 3461364 (D. Nev. Aug. 10, 2017)



(denying motion to dismiss); Sciortino v. Pepsico, Inc., 108 F.Supp. 3d 780 (N.D. Cal.. June 5, 2015) (motion to dismiss denied); Peterson v. CJ America, Inc., 2015 WL 11582832 (S.D. Cal. May 15, 2015) (motion to dismiss denied); Lilly v. Jamba Juice Company, 2014 WL 4652283 (N. D. Cal. Sep 18, 2014) (class certification granted in part); Kramer v. Toyota Motor Corp., 705 F. 3d 1122 (9th Cir. 2013) (affirming denial of Defendant’s motion to compel arbitration); Sateriale, et al. v. R.J. Reynolds Tobacco Co., 697 F. 3d 777 (9th Cir. 2012) (reversing order dismissing class action complaint); Shin v. BMW of North America, 2009 WL 2163509 (C.D. Cal. July 16, 2009) (motion to dismiss denied); In re 2TheMart.com Securities Litigation, 114 F. Supp. 2d 955 (C.D. Cal. 2002) (motion to dismiss denied); In re Irvine Sensors Securities Litigation, 2003 U.S. Dist. LEXIS 18397 (C.D. Cal. 2003) (motion to dismiss denied). The following represent just a few of the cases Mr. Godino is currently litigating in a leadership position: Small v. University Medical Center of Southern Nevada, Case No. 13-00298 (D. Nev.); Courtright, et al., v. O’Reilly Automotive Stores, Inc., et al., Case No. 14-334 (W.D. Mo); Keskinen v. Edgewell Personal Care Co., et al., Case No. 17-07721 (C.D. CA); Ryan v. Rodan & Fields, LLC, Case No. 18-02505 (N.D. Cal) MATTHEW M. HOUSTON, a partner in the firm’s New York office, graduated from Boston University School of Law in 1988. Mr. Houston is an active member of the Bar of the State of New York and an inactive member of the bar for the Commonwealth of Massachusetts. Mr. Houston is also admitted to the United States District Courts for the Southern and Eastern Districts of New York and the District of Massachusetts, and the Second, Seventh, Ninth, and Eleventh Circuit Court of Appeals of the United States. Mr. Houston repeatedly has been selected as a New York Metro Super Lawyer. Mr. Houston has substantial courtroom experience involving complex actions in federal and state courts throughout the country. Mr. Houston was co-lead trial counsel in one the few ERISA class action cases taken to trial asserting breach of fiduciary duty claims against plan fiduciaries, Brieger et al. v. Tellabs, Inc., No. 06-CV-01882 (N.D. Ill.), and has successfully prosecuted many ERISA actions, including In re Royal Ahold N.V. Securities and ERISA Litigation, Civil Action No. 1:03-md-01539. Mr. Houston has been one of the principal attorneys litigating claims in multi-district litigation concerning employment classification of pickup and delivery drivers and primarily responsible for prosecuting ERISA class claims resulting in a $242,000,000 settlement; In re FedEx Ground Package Inc. Employment Practices Litigation, No. 3:05-MD-527 (MDL 1700). Mr. Houston recently presented argument before the Eleventh Circuit Court of Appeals on behalf of a class of Florida pickup and delivery drivers obtaining a reversal of the lower court’s grant of summary judgment. Mr. Houston represented the interests of Nevada and Arkansas drivers employed by FedEx Ground obtaining significant recoveries on their behalf. Mr. Houston also served as lead counsel in multi-district class litigation seeking to modify insurance claims handling practices; In re UnumProvident Corp. ERISA Benefits Denial Actions, No. 1:03-cv-1000 (MDL 1552). Mr. Houston has played a principal role in numerous derivative and class actions wherein substantial benefits were conferred upon plaintiffs: In re: Groupon Derivative Litigation, No. 12-cv-5300 (N.D. Ill. 2012) (settlement of consolidated derivative action



resulting in sweeping corporate governance reform estimated at $159 million) Bangari v. Lesnik, et al., No. 11 CH 41973 (Illinois Circuit Court, County of Cook) (settlement of claim resulting in payment of $20 million to Career Education Corporation and implementation of extensive corporate governance reform); In re Diamond Foods, Inc. Shareholder Litigation, No. CGC-11-515895 (California Superior Court, County of San Francisco) ($10.4 million in monetary relief including a $5.4 million clawback of executive compensation and significant corporate governance reform); Pace American Shareholder Litigation, 94-92 TUC-RMB (securities fraud class action settlement resulting in a recovery of $3.75 million); In re Bay Financial Securities Litigation, Master File No. 89-2377-DPW, (D. Mass.) (J. Woodlock) (settlement of action based upon federal securities law claims resulting in class recovery in excess of $3.9 million); Goldsmith v. Technology Solutions Company, 92 C 4374 (N.D. Ill. 1992) (J. Manning) (recovery of $4.6 million as a result of action alleging false and misleading statements regarding revenue recognition). In addition to numerous employment and derivative cases, Mr. Houston has litigated actions asserting breach of fiduciary duty in the context of mergers and acquisitions. Mr. Houston has been responsible for securing millions of dollars in additional compensation and structural benefits for shareholders of target companies: In re Instinet Group, Inc. Shareholders Litigation, C.A. No. 1289 (Delaware Court of Chancery); Jasinover v. The Rouse Company, Case No. 13-C-04-59594 (Maryland Circuit Court); McLaughlin v. Household International, Inc., Case No. 02 CH 20683 (Illinois Circuit Court); Sebesta v. The Quizno’s Corporation, Case No. 2001 CV 6281 (Colorado District Court); Crandon Capital Partners v. Sanford M. Kimmel, C.A. No. 14998 (Del. Ch.); and Crandon Capital Partners v. Kimmel, C.A. No. 14998 (Del. Ch. 1996) (J. Chandler) (settlement of an action on behalf of shareholders of Transnational Reinsurance Co. whereby acquiring company provided an additional $10.4 million in merger consideration). JASON L. KRAJCER is a partner in the firm’s Los Angeles office. He specializes in complex securities cases and has extensive experience in all phases of litigation (fact investigation, pre-trial motion practice, discovery, trial, appeal). Prior to joining Glancy Prongay & Murray LLP, Mr. Krajcer was an Associate at Goodwin Procter LLP where he represented issuers, officers and directors in multi-hundred million and billion dollar securities cases. He began his legal career at Orrick, Herrington & Sutcliffe LLP, where he represented issuers, officers and directors in securities class actions, shareholder derivative actions, and matters before the U.S. Securities & Exchange Commission. Mr. Krajcer is admitted to the State Bar of California, the Bar of the District of Columbia, the United States Supreme Court, the Ninth Circuit Court of Appeals, and the United States District Courts for the Central and Southern Districts of California. SUSAN G. KUPFER is the founding partner of the Firm’s Berkeley office. Ms Kupfer joined the Firm in 2003. She is a native of New York City, and received her A.B. degree from Mount Holyoke College in 1969 and her Juris Doctor degree from Boston



University School of Law in 1973. She did graduate work at Harvard Law School and, in 1977, was named Assistant Dean and Director of Clinical Programs at Harvard, supervising and teaching in that program of legal practice and related academic components. For much of her legal career, Ms. Kupfer has been a professor of law. Her areas of academic expertise are Civil Procedure, Federal Courts, Conflict of Laws, Constitutional Law, Legal Ethics, and Jurisprudence. She has taught at Harvard Law School, Hastings College of the Law, Boston University School of Law, Golden Gate University School of Law, and Northeastern University School of Law. From 1991 through 2002, she was a lecturer on law at the University of California, Berkeley, Boalt Hall, teaching Civil Procedure and Conflict of Laws. Her publications include articles on federal civil rights litigation, legal ethics, and jurisprudence. She has also taught various aspects of practical legal and ethical training, including trial advocacy, negotiation and legal ethics, to both law students and practicing attorneys. Ms. Kupfer previously served as corporate counsel to The Architects Collaborative in Cambridge and San Francisco, and was the Executive Director of the Massachusetts Commission on Judicial Conduct. She returned to the practice of law in San Francisco with Morgenstein & Jubelirer and Berman DeValerio LLP before joining the Firm. Ms. Kupfer’s practice is concentrated in complex antitrust litigation. She currently serves, or has served, as Co-Lead Counsel in several multidistrict antitrust cases: In re Photochromic Lens Antitrust Litig. (MDL 2173, M.D. Fla. 2010); In re Fresh and Process Potatoes Antitrust Litig. (D. ID. 2011); In re Korean Air Lines Antitrust Litig. (MDL No. 1891, C.D. Cal. 2007); In re Urethane Antitrust Litigation (MDL 1616, D. Kan. 2004); In re Western States Wholesale Natural Gas Litigation (MDL 1566, D. Nev. 2005); and Sullivan et al v. DB Investments et al (D. N.J. 2004). She has been a member of the lead counsel teams that achieved significant settlements in: In re Sorbates Antitrust Litigation ($96.5 million settlement); In re Pillar Point Partners Antitrust Litigation ($50 million settlement); and In re Critical Path Securities Litigation ($17.5 million settlement). Ms. Kupfer is a member of the bar of Massachusetts and California, and is admitted to practice before the United States District Courts for the Northern, Central, Eastern and Southern Districts of California, the District of Massachusetts, the Courts of Appeals for the First and Ninth Circuits, and the U.S. Supreme Court. GREGORY B. LINKH works out of the New York office, where he litigates antitrust, securities, shareholder derivative, and consumer cases. Greg graduated from the State University of New York at Binghamton in 1996 and from the University of Michigan Law School in 1999. While in law school, Greg externed with United States District Judge Gerald E. Rosen of the Eastern District of Michigan. Greg was previously associated with the law firms Dewey Ballantine LLP, Pomerantz Haudek Block Grossman & Gross LLP, and Murray Frank LLP.

Previously, Greg had significant roles in In re Merrill Lynch & Co., Inc. Research Reports Securities Litigation (settled for $125 million); In re Crompton Corp. Securities Litigation (settled $11 million); Lowry v. Andrx Corp. (settled for $8 million); In re



Xybernaut Corp. Securities MDL Litigation (settled for $6.3 million); and In re EIS Int’l Inc. Securities Litigation (settled for $3.8 million). Greg also represented the West Virginia Investment Management Board (“WVIMB”) in WVIMB v. Residential Accredited Loans, Inc., et al., relating to the WVIMB's investment in residential mortgage-backed securities.

Currently, Greg is litigating various antitrust and securities cases, including In re Korean Ramen Antitrust Litigation, In re Automotive Parts Antitrust Litigation, and In re Horsehead Holding Corp. Securities Litigation.

Greg is the co-author of Inherent Risk In Securities Cases In The Second Circuit, NEW YORK LAW JOURNAL (Aug. 26, 2004); and Staying Derivative Action Pursuant to PSLRA and SLUSA, NEW YORK LAW JOURNAL, P. 4, COL. 4 (Oct. 21, 2005).

BRIAN MURRAY is the managing partner of the Firm's New York Park Avenue office and the head of the Firm's Antitrust Practice Group. He received Bachelor of Arts and Master of Arts degrees from the University of Notre Dame in 1983 and 1986, respectively. He received a Juris Doctor degree, cum laude, from St. John’s University School of Law in 1990. At St. John’s, he was the Articles Editor of the ST. JOHN’S LAW REVIEW. Mr. Murray co-wrote: Jurisdição Estrangeira Tem Papel Relevante Na De Fiesa De Investidores Brasileiros, ESPAÇA JURÍDICO BOVESPA (August 2008); The Proportionate Trading Model: Real Science or Junk Science?, 52 CLEVELAND ST. L. REV. 391 (2004-05); The Accident of Efficiency: Foreign Exchanges, American Depository Receipts, and Space Arbitrage, 51 BUFFALO L. REV. 383 (2003); You Shouldn’t Be Required To Plead More Than You Have To Prove, 53 BAYLOR L. REV. 783 (2001); He Lies, You Die: Criminal Trials, Truth, Perjury, and Fairness, 27 NEW ENGLAND J. ON CIVIL AND CRIMINAL CONFINEMENT 1 (2001); Subject Matter Jurisdiction Under the Federal Securities Laws: The State of Affairs After Itoba, 20 MARYLAND J. OF INT’L L. AND TRADE 235 (1996); Determining Excessive Trading in Option Accounts: A Synthetic Valuation Approach, 23 U. DAYTON L. REV. 316 (1997); Loss Causation Pleading Standard, NEW YORK LAW JOURNAL (Feb. 25, 2005); The PSLRA ‘Automatic Stay’ of Discovery, NEW YORK LAW JOURNAL (March 3, 2003); and Inherent Risk In Securities Cases In The Second Circuit, NEW YORK LAW JOURNAL (Aug. 26, 2004). He also authored Protecting The Rights of International Clients in U.S. Securities Class Action Litigation, INTERNATIONAL LITIGATION NEWS (Sept. 2007); Lifting the PSLRA “Automatic Stay” of Discovery, 80 N. DAK. L. REV. 405 (2004); Aftermarket Purchaser Standing Under § 11 of the Securities Act of 1933, 73 ST. JOHN’S L. REV.633 (1999); Recent Rulings Allow Section 11 Suits By Aftermarket Securities Purchasers, NEW YORK LAW JOURNAL (Sept. 24, 1998); and Comment, Weissmann v. Freeman: The Second Circuit Errs in its Analysis of Derivative Copy-rights by Joint Authors, 63 ST. JOHN’S L. REV. 771 (1989). Mr. Murray was on the trial team that prosecuted a securities fraud case under Section 10(b) of the Securities Exchange Act of 1934 against Microdyne Corporation in the Eastern District of Virginia and he was also on the trial team that presented a claim under Section 14 of the Securities Exchange Act of 1934 against Artek Systems Corporation and Dynatach Group which settled midway through the trial.



Mr. Murray’s major cases include In re Horsehead Holding Corp. Sec. Litig., No. 16-cv-292, 2018 WL 4838234 (D. Del. Oct. 4, 2018) (recommending denial of motion to dismiss securities fraud claims where company’s generic cautionary statements failed to adequately warn of known problems); In re Deutsche Bank Sec. Litig., --- F.R.D. ---, 2018 WL 4771525 (S.D.N.Y. Oct. 2, 2018) (granting class certification for Securities Act claims and rejecting defendants’ argument that class representatives’ trading profits made them atypical class members); Robb v. Fitbit Inc., 216 F. Supp. 3d 1017 (N.D. Cal. 2016) (denying motion to dismiss securities fraud claims where confidential witness statements sufficiently established scienter); In re Eagle Bldg. Tech. Sec. Litig., 221 F.R.D. 582 (S.D. Fla. 2004), 319 F. Supp. 2d 1318 (S.D. Fla. 2004) (complaint against auditor sustained due to magnitude and nature of fraud; no allegations of a “tip-off” were necessary); In re Turkcell Iletisim A.S. Sec. Litig., 209 F.R.D. 353 (S.D.N.Y. 2002) (defining standards by which investment advisors have standing to sue); In re Turkcell Iletisim A.S. Sec. Litig., 202 F. Supp. 2d 8 (S.D.N.Y. 2001) (liability found for false statements in prospectus concerning churn rates); Feiner v. SS&C Tech., Inc., 11 F. Supp. 2d 204 (D. Conn. 1998) (qualified independent underwriters held liable for pricing of offering); Malone v. Microdyne Corp., 26 F.3d 471 (4th Cir. 1994) (reversal of directed verdict for defendants); and Adair v. Bristol Tech. Systems, Inc., 179 F.R.D. 126 (S.D.N.Y. 1998) (aftermarket purchasers have standing under section 11 of the Securities Act of 1933). Mr. Murray also prevailed on an issue of first impression in the Superior Court of Massachusetts, in Cambridge Biotech Corp. v. Deloitte and Touche LLP, in which the court applied the doctrine of continuous representation for statute of limitations purposes to accountants for the first time in Massachusetts. 6 Mass. L. Rptr. 367 (Mass. Super. Jan. 28, 1997). In addition, in Adair v. Microfield Graphics, Inc. (D. Or.), Mr. Murray settled the case for 47% of estimated damages. In the Qiao Xing Universal Telephone case, claimants received 120% of their recognized losses. Among his current cases, Mr. Murray represents a class of investors in a securities litigation involving preferred shares of Deutsche Bank and is lead counsel in a securities class action against Horsehead Holdings, Inc. in the District of Delaware. Mr. Murray served as a Trustee of the Incorporated Village of Garden City (2000-2002); Commissioner of Police for Garden City (2000-2001); Co-Chairman, Derivative Suits Subcommittee, American Bar Association Class Action and Derivative Suits Committee, (2007-2010); Member, Sports Law Committee, Association of the Bar for the City of New York, 1994-1997; Member, Litigation Committee, Association of the Bar for the City of New York, 2003-2007; Member, New York State Bar Association Committee on Federal Constitution and Legislation, 2005-2008; Member, Federal Bar Council, Second Circuit Committee, 2007-present. Mr. Murray has been a panelist at CLEs sponsored by the Federal Bar Council and the Institute for Law and Economic Policy, at the German-American Lawyers Association Annual Meeting in Frankfurt, Germany, and is a frequent lecturer before institutional investors in Europe and South America on the topic of class actions.



LESLEY F. PORTNOY represents domestic and international clients in securities litigation and class actions. Mr. Portnoy focuses his practice on recovering losses suffered by investors resulting corporate fraud and other wrongdoing. Mr. Portnoy has extensive experience litigating complex cases in state and federal courts nationwide, and previously served as counsel to investors in the Bernard L. Madoff securities, assisting the SIPC trustee Irving Picard in recovering assets on behalf of defrauded investors. During law school, he worked in the New York Supreme Court Commercial Division, the Second Circuit Court of Appeals, and the New York City Law Department. Mr. Portnoy has represented pro bono clients in New York and California.

ROBERT V. PRONGAY is a partner in the Firm’s Los Angeles office where he focuses on the investigation, initiation, and prosecution of complex securities cases on behalf of institutional and individual investors. Mr. Prongay’s practice concentrates on actions to recover investment losses resulting from violations of the federal securities laws and various actions to vindicate shareholder rights in response to corporate and fiduciary misconduct.

Mr. Prongay has extensive experience litigating complex cases in state and federal courts nationwide. Since joining the Firm, Mr. Prongay has successfully recovered millions of dollars for investors victimized by securities fraud and has negotiated the implementation of significant corporate governance reforms aimed at preventing the recurrence of corporate wrongdoing.

Mr. Prongay was recently recognized as one of thirty lawyers included in the Daily Journal’s list of Top Plaintiffs Lawyers in California for 2017. Several of Mr. Prongay’s cases have received national and regional press coverage. Mr. Prongay has been interviewed by journalists and writers for national and industry publications, ranging from The Wall Street Journal to the Los Angeles Daily Journal. Mr. Prongay has appeared as a guest on Bloomberg Television where he was interviewed about the securities litigation stemming from the high-profile initial public offering of Facebook, Inc.

Mr. Prongay received his Bachelor of Arts degree in Economics from the University of Southern California and his Juris Doctor degree from Seton Hall University School of Law. Mr. Prongay is also an alumnus of the Lawrenceville School.

DANIELLA QUITT, a partner in the firm’s New York office, graduated from Fordham University School of Law in 1988, is a member of the Bar of the State of New York, and is also admitted to the United States District Courts for the Southern and Eastern Districts of New York and the United States Court of Appeals for the Second, Fifth, and Ninth Circuits.

Ms. Quitt has extensive experience in successfully litigating complex class actions from inception to trial and has played a significant role in numerous actions wherein substantial benefits were conferred upon plaintiff shareholders, such as In re Safety-Kleen Corp. Stockholders Litigation, (D.S.C.) (settlement fund of $44.5 million); In re



Laidlaw Stockholders Litigation, (D.S.C.) (settlement fund of $24 million); In re UNUMProvident Corp. Securities Litigation, (D. Me.) (settlement fund of $45 million); In re Harnischfeger Industries (E.D. Wisc.) (settlement fund of $10.1 million); In re Oxford Health Plans, Inc. Derivative Litigation, (S.D.N.Y.) (settlement benefit of $13.7 million and corporate therapeutics); In re JWP Inc. Securities Litigation, (S.D.N.Y.) (settlement fund of $37 million); In re Home Shopping Network, Inc., Derivative Litigation, (S.D. Fla.) (settlement benefit in excess of $20 million); In re Graham-Field Health Products, Inc. Securities Litigation, (S.D.N.Y.) (settlement fund of $5.65 million); Benjamin v. Carusona, (E.D.N.Y.) (prosecuted action on behalf of minority shareholders which resulted in a change of control from majority-controlled management at Gurney’s Inn Resort & Spa Ltd.); In re Rexel Shareholder Litigation, (Sup. Ct. N.Y. County) (settlement benefit in excess of $38 million); and Croyden Assoc. v. Tesoro Petroleum Corp., et al., (Del. Ch.) (settlement benefit of $19.2 million).

In connection with the settlement of Alessi v. Beracha, (Del. Ch.), a class action brought on behalf of the former minority shareholders of Earthgrains, Chancellor Chandler commented: “I give credit where credit is due, Ms. Quitt. You did a good job and got a good result, and you should be proud of it.”@

Ms. Quitt has focused her practice on shareholder rights and ERISA class actions but also handles general commercial and consumer litigation. Ms. Quitt serves as a member of the S.D.N.Y. ADR Panel and has been consistently selected as a New York Metro Super Lawyer.

JONATHAN M. ROTTER leads the Firm’s intellectual property litigation practice. He recently served for three years as the first Patent Pilot Program Law Clerk at the United States District Court for the Central District of California, both in Los Angeles and Orange County. There, he assisted the Honorable S. James Otero, Andrew J. Guilford, George H. Wu, John A. Kronstadt, and Beverly Reid O’Connell with hundreds of patent cases in every major field of technology, from complaint to post-trial motions. Mr. Rotter also served as a law clerk for the Honorable Milan D. Smith, Jr. on the United States Court of Appeals for the Ninth Circuit.

Before his service to the court, Mr. Rotter practiced at an international law firm, where he argued appeals at the Federal Circuit, Ninth Circuit, and California Court of Appeal, tried cases, argued motions, and managed all aspects of complex litigation. He also served as a volunteer criminal prosecutor for the Los Angeles City Attorney’s Office. His cases have involved diverse technologies in both “wet” and “dry” disciplines, and he excels at the critical skill of translating complex subject matter into a coherent story that can be digested by judges and juries.

In addition to intellectual property matters, Mr. Rotter litigates consumer protection, healthcare, antitrust, and securities class actions. Mr. Rotter handles cases on contingency, partial contingency, and hourly bases. He works collaboratively with other lawyers and law firms across the country.



Mr. Rotter graduated with honors from Harvard Law School in 2004. He served as an editor of the Harvard Journal of Law & Technology, and was a Fellow in Law and Economics at the John M. Olin Center for Law, Economics, and Business, and a Fellow in Justice, Welfare, and Economics at the Weatherhead Center For International Affairs. He graduated with honors from the University of California, San Diego in 2000 with a B.S. in molecular biology and a B.A. in music.

Mr. Rotter serves on the Merit Selection Panel for Magistrate Judges in the Central District of California, and the Model Patent Jury Instructions and Model Patent Local Rules subcommittees of the American Intellectual Property Law Association. He has written extensively on intellectual property issues, and has been honored for his work with legal service organizations. He is admitted to practice before the United States Patent & Trademark Office, the United States Courts of Appeals for the Second, Ninth and Federal Circuits, and the United States District Courts for the Northern, Central, and Southern Districts of California.

KEVIN F. RUF graduated from the University of California at Berkeley with a Bachelor of Arts in Economics and earned his Juris Doctor degree from the University of Michigan. He was an associate at the Los Angeles firm Manatt Phelps and Phillips from 1988 until 1992, where he specialized in commercial litigation. In 1993, he joined the firm Corbin & Fitzgerald (with future federal district court Judge Michael Fitzgerald) specializing in white collar criminal defense work. Kevin joined the Glancy firm in 2001 and is the head of the firm’s Labor practice. Kevin has successfully argued a number of important appeals, including in the 9th Circuit Court of Appeals. He has twice argued cases before the California Supreme Court – winning both. In Smith v. L'Oreal (2006), the California Supreme Court established a fundamental right of all California workers to immediate payment of all earnings at the conclusion of their employment. The second California Supreme Court case, Lee v. Dynamex (2018), has been called a “blockbuster” and “bombshell” as it altered 30 years of California law and established a new definition of employment that brings more workers within the protections of California’s Labor Code. Kevin has been named one of California’s “Top 75 Employment Lawyers” by the Daily Journal. He has consistently been named a “Super Lawyer.” Since 2014, Kevin has been an elected member of the Ojai Unified School District Board of Trustees. Kevin was also a Main Company Member of the world-famous Groundlings improv and sketch comedy troupe – “where everyone else got famous.” BENJAMIN I. SACHS-MICHAELS, a partner in the firm’s New York office, graduated from Benjamin N. Cardozo School of Law in 2011. His practice focuses on shareholder derivative litigation and class actions on behalf of shareholders and consumers. While in law school, Mr. Sachs-Michaels served as a judicial intern to Senior United States District Judge Thomas J. McAvoy in the United States District Court for the



Northern District of New York and was a member of the Cardozo Journal of Conflict Resolution. Mr. Sachs-Michaels is a member of the Bar of the State of New York. He is also admitted to the United States District Courts for the Southern and Eastern Districts of New York and the United States Court of Appeals for the Second Circuit. CASEY E. SADLER is a native of New York, New York. After graduating from the University of Southern California, Gould School of Law, Mr. Sadler joined the Firm in 2010. While attending law school, Mr. Sadler externed for the Enforcement Division of the Securities and Exchange Commission, spent a summer working for P.H. Parekh & Co. – one of the leading appellate law firms in New Delhi, India – and was a member of USC's Hale Moot Court Honors Program. Mr. Sadler’s practice focuses on securities and consumer litigation. A partner in the Firm’s Los Angeles office, Mr. Sadler is admitted to the State Bar of California and the United States District Courts for the Northern, Southern, and Central Districts of California. EX KANO S. SAMS II earned his Bachelor of Arts degree in Political Science from the University of California Los Angeles. Mr. Sams earned his Juris Doctor degree from the University of California Los Angeles School of Law, where he served as a member of the UCLA Law Review. After law school, Mr. Sams practiced class action civil rights litigation on behalf of plaintiffs. Subsequently, Mr. Sams was a partner at Coughlin Stoia Geller Rudman & Robbins LLP (currently Robbins Geller Rudman & Dowd LLP), where his practice focused on securities and consumer class actions on behalf of investors and consumers. During his career, Mr. Sams has served as lead counsel in dozens of securities class actions and complex-litigation cases throughout the United States. Mr. Sams was one of the counsel for respondents in Cyan, Inc. v. Beaver Cty. Employees Ret. Fund, No. 15-1439, 2018 WL 1384564 (U.S. Mar. 20, 2018), 583 U.S. ___ (2018), in which the United States Supreme Court ruled unanimously in favor of respondents, holding that: (1) the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) does not strip state courts of jurisdiction over class actions alleging violations of only the Securities Act of 1933; and (2) SLUSA does not empower defendants to remove such actions from state to federal court. Mr. Sams also participated in a successful appeal before a Fifth Circuit panel that included former United States Supreme Court Justice Sandra Day O’Connor sitting by designation, in which the court unanimously vacated the lower court’s denial of class certification, reversed the lower court’s grant of summary judgment, and issued an important decision on the issue of loss causation in securities litigation: Alaska Electrical Pension Fund v. Flowserve Corp., 572 F.3d 221 (5th Cir. 2009). The case settled for $55 million. Mr. Sams has also obtained other significant results. Notable examples include: In re King Digital Entm’t plc S’holder Litig., No. CGC-15-544770 (San Francisco Superior Court) (case settled for $18.5 million); In re Castlight Health, Inc. S’holder Litig., Lead



Case No. CIV533203 (California Superior Court, County of San Mateo) (case settled for $9.5 million); Wiley v. Envivio, Inc., Master File No. CIV517185 (California Superior Court, County of San Mateo) (case settled for $8.5 million); In re CafePress Inc. S’holder Litig., Master File No. CIV522744 (California Superior Court, County of San Mateo) (case settled for $8 million); Robinson v. Audience, Inc., Case No. 1:12-cv-232227 (California Superior Court, County of Santa Clara) (case settled for $6,050,000); Estate of Gardner v. Continental Casualty Co., No. 3:13-cv-1918 (JBA), 2016 WL 806823 (D. Conn. Mar. 1, 2016) (granting class certification); Forbush v. Goodale, No. 33538/2011, 2013 WL 582255 (N.Y. Sup. Feb. 4, 2013) (denying motions to dismiss in a shareholder derivative action); Curry v. Hansen Med., Inc., No. C 09-5094 CW, 2012 WL 3242447 (N.D. Cal. Aug. 10, 2012) (upholding securities fraud complaint; case settled for $8.5 million); Wilkof v. Caraco Pharm. Labs., Ltd., 280 F.R.D. 332 (E.D. Mich. 2012) (granting class certification); Puskala v. Koss Corp., 799 F. Supp. 2d 941 (E.D. Wis. 2011) (upholding securities fraud complaint); Mishkin v. Zynex Inc., Civil Action No. 09-cv-00780-REB-KLM, 2011 WL 1158715 (D. Colo. Mar. 30, 2011) (denying defendants’ motion to dismiss securities fraud complaint); and Tsirekidze v. Syntax-Brillian Corp., No. CV-07-02204-PHX-FJM, 2009 WL 2151838 (D. Ariz. July 17, 2009) (granting class certification; case settled for $10 million).

Additionally, Mr. Sams has successfully represented consumers in class action litigation. Mr. Sams worked on nationwide litigation and a trial against major tobacco companies, and in statewide tobacco litigation that resulted in a $12.5 billion recovery for California cities and counties in a landmark settlement. He also was a principal attorney in a consumer class action against one of the largest banks in the country that resulted in a substantial recovery and a change in the company’s business practices. Mr. Sams also participated in settlement negotiations on behalf of environmental organizations along with the United States Department of Justice and the Ohio Attorney General’s Office that resulted in a consent decree requiring a company to perform remediation measures to address the effects of air and water pollution. Additionally, Mr. Sams has been an author or co-author of several articles in major legal publications, including “9th Circuit Decision Clarifies Securities Fraud Loss Causation Rule” published in the February 8, 2018 issue of the Daily Journal, and “Market Efficiency in the World of High-Frequency Trading” published in the December 26, 2017 issue of the Daily Journal.

KARA M. WOLKE is a partner in the firm’s Los Angeles office. Ms. Wolke specializes in complex litigation, including the prosecution of securities fraud, derivative, consumer, and wage and hour class actions. She has extensive experience in written appellate advocacy in both State and Federal Circuit Courts of Appeals, and has successfully argued before the Court of Appeals for the State of California. With over a decade of experience in financial class action litigation, Ms. Wolke has helped to recover hundreds of millions of dollars for injured investors, consumers, and employees. Notable cases include: Farmington Hills Employees’ Retirement System v. Wells Fargo Bank, Case No. 10-4372 (D. Minn.) ($62.5 million settlement on behalf of participants in Wells Fargo’s securities lending program. The settlement was reached on the eve of trial and ranked among the largest recoveries achieved in a securities



lending class action stemming from the 2008 financial crisis.); Schleicher, et al. v. Wendt, et al. (Conseco), Case No. 02-cv-1332 (S.D. Ind.) ($41.5 million securities class action settlement); Lapin v. Goldman Sachs, Case No. 03-850 (S.D.N.Y.) ($29 million securities class action settlement); In Re: Mannkind Corporation Securities Litigation, Case No. 11-929 (C.D. Cal) (approximately $22 million settlement - $16 million in cash plus stock); Jenson v. First Trust Corp., Case No. 05-3124 (C.D. Cal.) ($8.5 million settlement of action alleging breach of fiduciary duty and breach of contract against trust company on behalf of a class of elderly investors); and Pappas v. Naked Juice Co., Case No. 11-08276 (C.D. Cal.) ($9 million settlement in consumer class action alleging misleading labeling of juice products as “All Natural”). With a background in intellectual property, Ms. Wolke was a part of the team of lawyers who successfully challenged the claim of copyright ownership to the song “Happy Birthday to You” on behalf of artists and filmmakers who had been forced to pay hefty licensing fees to publicly sing the world’s most famous song. In the resolution of that action, the defendant music publishing company funded a settlement of $14 million and, significantly, agreed to relinquish the song to the public domain. Previously, Ms. Wolke penned an article regarding the failure of U.S. Copyright Law to provide an important public performance right in sound recordings, 7 Vand. J. Ent. L. & Prac. 411, which was nationally recognized and received an award by the American Bar Association and the Grammy® Foundation. Committed to the provision of legal services to the poor, disadvantaged, and other vulnerable or disenfranchised individuals and groups, Ms. Wolke also oversees the Firm’s pro bono practice. Ms. Wolke currently serves as a volunteer attorney for KIND (Kids In Need of Defense), representing unaccompanied immigrant and refugee children in custody and deportation proceedings, and helping them to secure legal permanent residency status in the U.S. Ms. Wolke graduated summa cum laude with a Bachelor of Science in Economics from The Ohio State University in 2001. She subsequently earned her J.D. (with honors) from Ohio State, where she was active in Moot Court and received the Dean’s Award for Excellence during each of her three years. Ms. Wolke is admitted to the State Bar of California, the Ninth Circuit Court of Appeals, as well as the United States District Courts for the Northern, Southern, and Central Districts of California. She lives with her husband and two sons in Los Angeles.

OF COUNSEL MARK S. GREENSTONE specializes in consumer, financial fraud and employment-related class actions. Possessing significant law and motion and trial experience, Mr. Greenstone has represented clients in multi-million dollar disputes in California state and federal courts, as well as the Court of Federal Claims in Washington, D.C.



Mr. Greenstone received his training as an associate at Sheppard, Mullin, Richter & Hampton LLP where he specialized in complex business litigation relating to investment management, government contracts and real estate. Upon leaving Sheppard Mullin, Mr. Greenstone founded an internet-based company offering retail items on multiple platforms nationwide. He thereafter returned to law bringing a combination of business and legal skills to his practice. Mr. Greenstone graduated Order of the Coif from the UCLA School of Law. He also received his undergraduate degree in Political Science from UCLA, where he graduated Magna Cum Laude and was inducted into the Phi Beta Kappa honor society. Mr. Greenstone is a member of the Consumer Attorneys Association of Los Angeles, the Santa Monica Bar Association and the Beverly Hills Bar Association. He is admitted to practice in state and federal courts throughout California. ROBERT I. HARWOOD, Of Counsel to the firm, graduated from William and Mary Law School in 1971, and has specialized in securities law and securities litigation since beginning his career in 1972 at the Enforcement Division of the New York Stock Exchange. Mr. Harwood was a founding member of Harwood Feffer LLP. He has prosecuted numerous securities, class, derivative, and ERISA actions. He is a member of the Trial Lawyers’ Section of the New York State Bar Association and has served as a guest lecturer at trial advocacy programs sponsored by the Practicing Law Institute. In a statewide survey of his legal peers published by Super Lawyers Magazine, Mr. Harwood has been consistently selected as a “New York Metro Super Lawyer.” Super Lawyers are the top five percent of attorneys in New York, as chosen by their peers and through the independent research. He is also a Member of the Board of Directors of the MFY Legal Services Inc., which provides free legal representation in civil matters to the poor and the mentally ill in New York City. Since 1999, Mr. Harwood has also served as a Village Justice for the Village of Dobbs Ferry, New York. Commenting on Mr. Harwood’s abilities, in In re Royal Dutch/Shell Transport ERISA Litigation, (D.N.J.), Judge Bissell stated:

the Court knows the attorneys in the firms involved in this matter and they are highly experienced and highly skilled in matters of this kind. Moreover, in this case it showed. Those efforts were vigorous, imaginative and prompt in reaching the settlement of this matter with a minimal amount of discovery . . . . So both skill and efficiency were brought to the table here by counsel, no doubt about that.

Likewise, Judge Hurley stated in connection with In re Olsten Corporation Securities Litigation, No. 97 CV-5056 (E.D.N.Y. Aug. 31, 2001), wherein a settlement fund of $24.1 million was created: “The quality of representation here I think has been excellent.” Mr. Harwood was lead attorney in Meritt v. Eckerd, No. 86 Civ. 1222 (E.D.N.Y. May 30, 1986), where then Chief Judge Weinstein observed that counsel conducted the litigation with “speed and skill” resulting in a settlement having a value “in the order of $20 Million Dollars.” Mr. Harwood prosecuted the Hoeniger v. Aylsworth class action litigation in



the United States District Court for the Western District of Texas (No. SA-86-CA-939), which resulted in a settlement fund of $18 million and received favorable comment in the August 14, 1989 edition of The Wall Street Journal (“Prospector Fund Finds Golden Touch in Class Action Suit” p. 18, col. 1). Mr. Harwood served as co-lead counsel in In Re Interco Incorporated Shareholders Litigation, Consolidated C.A. No. 10111 (Delaware Chancery Court) (May 25, 1990), resulting in a settlement of $18.5 million, where V.C. Berger found, “This is a case that has an extensive record that establishes it was very hard fought. There were intense efforts made by plaintiffs’ attorneys and those efforts bore very significant fruit in the face of serious questions as to ultimate success on the merits.” Mr. Harwood served as lead counsel in Morse v. McWhorter (Columbia/HCA Healthcare Securities Litigation), (M.D. Tenn.), in which a settlement fund of $49.5 million was created for the benefit of the Class, as well as In re Bank One Securities Litigation, (N.D. Ill.), which resulted in the creation of a $45 million settlement fund. Mr. Harwood also served as co-lead counsel in In re Safety-Kleen Corp. Stockholders Litigation, (D.S.C.), which resulted in a settlement fund of $44.5 million; In re Laidlaw Stockholders Litigation, (D.S.C.), which resulted in a settlement fund of $24 million; In re AIG ERISA Litigation, (S.D.N.Y.), which resulted in a settlement fund of $24.2 million; In re JWP Inc. Securities Litigation, (S.D.N.Y.), which resulted in a $37 million settlement fund; In re Oxford Health Plans, Inc. Derivative Litigation, (S.D.N.Y.), which resulted in a settlement benefit of $13.7 million and corporate therapeutics; and In re UNUMProvident Corp. Securities Litigation, (D. Me.), which resulted in the creation of settlement fund of $45 million. Mr. Harwood has also been one of the lead attorneys in litigating claims in In re FedEx Ground Package Inc. Employment Practices Litigation, No. 3:05-MD-527 (MDL 1700), a multi-district litigation concerning employment classification of pickup and delivery drivers which resulted in a $242,000,000 settlement. STAN KARAS of counsel in the Los Angeles office, is an experienced class action attorney, who works on every stage of such cases from pleading challenges to class certification proceedings to trial and appeal. He is also an experienced trial lawyer, including as first chair. Among other successes, he obtained a $3 million jury verdict for a client, along with a finding that the defendant was liable for punitive damages. In another trial, the court granted non-suit in favor of Stan’s client after he delivered the opening argument. Mr. Karas started his legal career at Paul Hastings Janofsky and Walker, where he handled complex commercial and real estate litigation. Subsequently, he joined Quinn Emanuel Urquhart & Sullivan, where he specialized in class actions, both on the plaintiff and the defense side, as well as intellectual property litigation. Mr. Karas then worked at a plaintiff-side class action firm where he obtained tens of millions of dollars in settlements on behalf of his clients. Mr. Karas is a graduate of Stanford University, where he received a degree in History and Literature and was elected to Phi Beta Kappa. He graduated from Boalt Hall School of Law at UC Berkeley. In law school, Mr. Karas served as Articles Editor of the California Law Review and Notes and Comments Editor of the Berkeley Technology



Law Journal. Mr. Karas has published on class action and privacy law issues including Privacy, Identity, Databases, 52 Am. U. L. Rev. 393 (2002) and The Role of Fluid Recovery in Consumer Protection Litigation, 90 Cal. L. Rev. 959 (2002).

ASSOCIATES GRAHAM CLEGG received his LLB in 1988 from the Manchester University School of Law in England, with Honors. He was admitted to the New York State Bar in 2002. Mr. Clegg has significant experience in the prosecution of class claims, including In re Bristol-Myers Squibb Securities Litigation, which settled for $185 million. CHRISTOPHER FALLON focuses on securities, consumer, and anti-trust litigation. Prior to joining the firm, Mr. Fallon was a contract attorney with O'Melveny & Myers LLP working on anti-trust and business litigation disputes. He is a Certified E-Discovery Specialist through the Association of Certified E-Discovery Specialists (ACEDS). Mr. Fallon earned his J.D. and a Certificate in Dispute Resolution from Pepperdine Law School in 2004. While attending law school, Christopher worked at the Pepperdine Special Education Advocacy Clinic and interned with the Rhode Island Office of the Attorney General. Prior to attending law school, he graduated from Boston College with a Bachelor of Arts in Economics and a minor in Irish Studies, then served as Deputy Campaign Finance Director on a U.S. Senate campaign. ROBERT H. GRUBER is an associate in the firm’s Los Angeles office and focuses on class action litigation. He has experience with all stages of complex litigation, including extensive trial and arbitration experience. Mr. Gruber started his career at Greenberg Traurig, LLP, where he litigated class actions, intellectual property disputes, and products liability suits (both on the plaintiff and the defense side). Mr. Gruber also focused on building the firm’s “drone law” practice group, assisting clients seeking authorization to conduct research and development involving unmanned aircraft. Mr. Gruber received his B.A. from Yale University and his J.D. from the UCLA School of Law. In law school, he served as Managing Articles Editor for the Journal of Law and Technology and worked as an extern for the Honorable Margaret M. Morrow, U.S. District Judge for the Central District of California. MEHRDAUD JAFARNIA received his J.D. in 2001 from Southwestern University School of Law, having earlier earned a B.A. in Political Science/International Relations from the University of California at Los Angeles (UC Regents Merit Scholarship Award and the Vance Burch Scholarship). Mr. Jafarnia served as a Staff Attorney for the 9th Circuit Court of Appeals and has represented financial institutions in adversary and evidentiary proceedings in the Bankruptcy Courts. THOMAS J. KENNEDY works out of the New York office, where he focuses on securities, antitrust, mass torts, and consumer litigation. He received a Juris Doctor



degree from St. John’s University School of Law in 1995. At St. John’s, he was a member of the ST. JOHN’S JOURNAL OF LEGAL COMMENTARY. Mr. Kennedy graduated from Miami University in 1992 with a Bachelor of Science degree in Accounting and has passed the CPA exam. Mr. Kennedy was previously associated with the law firm Murray Frank LLP. JENNIFER M. LEINBACH served for nearly five years as a judicial law clerk for a number of judges in the Central District of California. As a judicial law clerk, Ms. Leinbach was responsible for assisting these judges with case management, preparing for hearings and trial, and drafting rulings. Ms. Leinbach worked on a variety of different cases, including cases involving financial fraud, insolvency and complex civil litigation. Ms. Leinbach was also responsible for assisting those judges, sitting by designation, on appellate cases. Ms. Leinbach graduated magna cum laude from Vermont Law School and was a member of Vermont Law Review, where she focused on environmental law issues. During law school, Ms. Leinbach served as a judicial extern in the District of Vermont. She obtained her undergraduate degree cum laude from Pepperdine University. CHARLES H. LINEHAN graduated summa cum laude from the University of California, Los Angeles with a Bachelor of Arts degree in Philosophy and a minor in Mathematics. Mr. Linehan received his Juris Doctor degree from the UCLA School of Law, where he was a member of the UCLA Moot Court Honors Board. While attending law school, Mr. Linehan participated in the school’s First Amendment Amicus Brief Clinic (now the Scott & Cyan Banister First Amendment Clinic) where he worked with nationally recognized scholars and civil rights organizations to draft amicus briefs on various Free Speech issues. DANIELLE L. MANNING is a litigation associate in the firm’s Los Angeles office. Ms. Manning specializes in prosecuting complex class action lawsuits, including securities fraud and consumer class actions. Ms. Manning has experience in all phases of pre-trial litigation, including conducting fact investigation, drafting pleadings, researching and drafting briefs in the context of law and motion practice, drafting and responding to discovery requests, assisting with deposition preparation, and preparing for and negotiating settlements. Ms. Manning is admitted to the State Bar of California, the Ninth Circuit Court of Appeals, and the United States District Courts for the Central and Northern Districts of California. Ms. Manning received her Juris Doctor degree from the University of California Los Angeles School of Law, where she served as Chief Managing Editor of the Journal of Environmental Law and Policy. While attending law school, Ms. Manning externed for the Honorable Laurie D. Zelon in the California Court of Appeal and interned for the California Department of Justice, Office of the Attorney General. Ms. Manning received her Bachelor of Arts degree with honors in Environmental Analysis from Claremont McKenna College.



VAHE MESROPYAN joined the firm in 2018 and focuses his practice on litigating securities class actions. Immediately prior to joining the firm, Mr. Mesropyan served as a judicial law clerk for multiple judges in the U.S. District Court for the Central District of California. Prior to his clerkship, Mr. Mesropyan was an associate at Crowell & Moring LLP, where he represented Fortune 500 companies in complex antitrust matters. Mr. Mesropyan received his J.D. from the University of California, Irvine School of Law as a Dean’s Merit Scholarship recipient. While in law school, he clerked for the Federal Trade Commission, Consumer Protection Unit and served as an extern for the Internal Revenue Service, Office of Chief Counsel. NATALIE S. PANG is an associate in the firm's Los Angeles office. Ms. Pang has advocated on behalf of thousands of consumers during her career. Ms. Pang has extensive experience in case management and all facets of litigation: from a case’s inception through the discovery process--including taking and defending depositions and preparing witnesses for depositions and trial--mediation and settlement negotiations, pretrial motion work, trial and post-trial motion work. Prior to joining the firm, Ms. Pang lead the mass torts department of her last firm, where she managed the cases of over two thousand individual clients. There, Ms. Pang worked on a wide variety of complex state and federal matters which included cases involving pharmaceutical drugs, medical devices, auto defects, toxic torts, false advertising, and uninhabitable conditions. Ms. Pang was also trial counsel in the notable case, Celestino Acosta et al. v. City of Long Beach et al. (BC591412) which was brought on behalf of residents of a mobile home park built on a former trash dump and resulted in a $39.5 million verdict after an eleven-week jury trial in Los Angeles Superior Court. Ms. Pang received her J.D. from Loyola Law School. While in law school, Ms. Pang received a Top 10 Brief Award as a Scott Moot Court competitor, was chosen to be a member of the Scott Moot Court Honor's Board, and competed as a member of the National Moot Court Team. Ms. Pang was also a Staffer and subsequently an Editor for Loyola's Entertainment Law Review as well as a Loyola Writing Tutor. During law school, Ms. Pang served as an extern for: the Hon. Rolf Treu (Los Angeles Superior Court), the Los Angeles City Attorney's Office, and the Federal Public Defender's Office. Ms. Pang obtained her undergraduate degree from the University of Southern California and worked in the healthcare industry prior to pursuing her career in law. JARED F. PITT focuses on securities, consumer, and anti-trust litigation. Prior to joining the firm, Mr. Pitt was an associate at Willoughby Doyle LLP and was a senior financial statement auditor for KMPG LLP where he earned his CPA license. Mr. Pitt earned his J.D. from Loyola Law School in 2010. Prior to attending law school he graduated with honors from both the University of Michigan’s Ross School of Business and USC’s Marshall School of Business where he received a Masters of Accounting.



PAVITHRA RAJESH is an associate in the firm’s Los Angeles office. Ms. Rajesh graduated from University of California, Santa Barbara with a Bachelor of Science degree in Mathematics and a Bachelor of Arts degree in Psychology. She received her Juris Doctor degree from UCLA School of Law. Ms. Rajesh has unique writing experience from her judicial externship for the Patent Pilot Program in the United States District Court for the Central District of California, where she worked closely with the Clerk and judges in the program on patent cases. While in law school, Ms. Rajesh was an Associate Editor for the UCLA Law Review. NOREEN R. SCOTT received her J.D. in 2002 from Tulane Law School and earned a B.A. in Economics from Emory University in 1999. She served as a law clerk to the Hon. Charles R. Jones on the Louisiana State Court of Appeal, and has extensive experience prosecuting complex class action cases. LEANNE HEINE SOLISH is an associate in GPM’s Los Angeles office. Her practice focuses on complex securities litigation. Ms. Solish has extensive experience litigating complex cases in federal courts nationwide. Since joining GPM in 2012, Ms. Solish has helped secure several large class action settlements for injured investors, including: The City of Farmington Hills Employees Retirement System v. Wells Fargo Bank, Case No. 10-4372--DWF/JJG (D. Minn.) ($62.5 million settlement on behalf of participants in Wells Fargo’s securities lending program. The settlement was reached on the eve of trial and ranked among the largest recoveries achieved in a securities lending class action stemming from the 2008 financial crisis.); In re Penn West Petroleum Ltd. Securities Litigation, Case No. 1:14-cv-06046-JGK (S.D.N.Y.) ($19 million settlement for the U.S. shareholder class as part of a $39 million global settlement); In re ITT Educational Services, Inc. Securities Litigation (Indiana), Case No. 1:14-cv-01599-TWP-DML ($12.5375 million settlement); In re Doral Financial Corporation Securities Litigation, Case No. 3:14-cv-01393-GAG (D.P.R.) ($7 million settlement); Larson v. Insys Therapeutics Incorporated, et al., Lead Case No. 14-cv-01043-PHX-GMS (D. Ariz.) ($6.125 million settlement); In re Unilife Corporation Securities Litigation, Case No. 1:16-cv-03976-RA ($4.4 million settlement); and In re Provectus Biopharmaceuticals, Inc. Securities Litigation, Case No. 3:14-cv-00338-PLR-HBG (E.D. Tenn.) ($3.5 million settlement). Super Lawyers Magazine has selected Ms. Solish as a “Rising Star” in the area of Securities Litigation for the past three consecutive years, 2016 through 2018. Ms. Solish is admitted to the State Bar of California, the Ninth Circuit Court of Appeals, and the United States District Courts for the Central, Northern, and Southern Districts of California. Ms. Solish is also a Registered Certified Public Accountant in Illinois. Ms. Solish received her J.D. from the University of Texas School of Law in 2011, where she was an editor of the Texas International Law Journal, represented clients in both the Immigration and Worker Rights student clinics, and interned with MALDEF and the Texas Civil Rights Project. Ms. Solish graduated summa cum laude from Tulane University with a B.S.M. in Accounting and Finance in 2007, where she was a member



of the Beta Alpha Psi honors accounting organization and was inducted into the Beta Gamma Sigma Business Honors Society. GARTH A. SPENCER is based in the New York office. His work includes securities, antitrust, and consumer litigation. Mr. Spencer also works on whistleblower matters. Mr. Spencer received his B.A. in Mathematics from Grinnell College in 2006. He received his J.D. in 2011 from Duke University School of Law, where he was a staff editor on the Duke Law Journal. From 2011 until 2014 he worked in the tax group of a large, international law firm. Since 2014 he has worked on tax whistleblower matters. Mr. Spencer received his LL.M. in Taxation from New York University in 2016 immediately prior to joining the firm. DANA K. VINCENT received her J.D. in 2002 from Georgetown University Law Center in Washington D.C. and her B.A. cum laude from Spellman College in 1995. Dana also earned an M.A. in Economics from the New School in 1999, where she was the Aaron Diamond Fellow. Ms. Vincent has served as a Law Clerk to the Hon. Sterling Johnson, Jr. of Brooklyn, NY, and has significant experience in the New York Office of the Attorney General where she served as an Assistant Attorney General from 2003-2006. She was a consultant to the Marshall Project, an online journalism organization focusing on U.S. Criminal Justice issues. MELISSA WRIGHT is a litigation associate in the firm’s Los Angeles office. Ms. Wright specializes in complex litigation, including the prosecution of securities fraud and consumer class actions. She has particular expertise in all aspects of the discovery phase of litigation, including drafting and responding to discovery requests, negotiating protocols for the production of Electronically Stored Information (ESI) and all facets of ESI discovery, and assisting in deposition preparation. She has managed multiple document production and review projects, including the development of ESI search terms, overseeing numerous attorneys reviewing large document productions, drafting meet and confer correspondence and motions to compel where necessary, and coordinating the analysis of information procured during the discovery phase for utilization in substantive motions or settlement negotiations. Ms. Wright received her J.D. from the UC Davis School of Law in 2012, where she was a board member of Tax Law Society and externed for the California Board of Equalization’s Tax Appeals Assistance Program focusing on consumer use tax issues. Ms. Wright also graduated from NYU School of Law, where she received her LL.M. in Taxation in 2013.


EXHIBIT 5


EXHIBIT 6


EXHIBIT 7


EXHIBIT 8


EXHIBIT 9


Case 2:05-cv-08133-AG-SH Document 165 Filed 06/01/09 Page 1 of 6 Page ID #:1814Case 2:15-cv-08914-DMG-RAO Document 127-9 Filed 09/24/19 Page 2 of 7 Page ID #:2470

EXHIBIT 10


Case 2:05-cv-03124-ABC-CT Document 134 Filed 06/09/08 Page 1 of 8 Page ID #:548Case 2:15-cv-08914-DMG-RAO Document 127-10 Filed 09/24/19 Page 2 of 9 Page ID #:2477

EXHIBIT 11


AMENDED [PROPOSED] ORDER AWARDING LEAD COUNSEL ATTORNEYS’ FEES AND EXPENSESNo. C-09-02147-JW

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MARY K. BLASY (211262) [email protected] HAL D. CUNNINGHAM (243048) [email protected] DAVID H. GOLDBERGER (225869) [email protected] SCOTT+SCOTT LLP 707 Broadway, Suite 1000 San Diego, CA 92101 Telephone: (619) 233-4565 Facsimile: (619) 233-0508 – and – DAVID R. SCOTT [email protected] 156 South Main Street P.O. Box 192 Colchester, CT 06415 Telephone: (860) 537-3818 Facsimile: (860) 537-4432

Lead Counsel for Plaintiffs

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

SHARON HODGES, On Behalf of Herself and All Others Similarly Situated,

Plaintiffs,

vs.

AKEENA SOLAR, INC., et al,

Defendants.

No. 09-cv-02147-JW

CLASS ACTION

AMENDED [PROPOSED] ORDER AWARDING LEAD COUNSEL ATTORNEYS’ FEES AND EXPENSES

HEARING DATE: December 12, 2011 TIME: 9:00 a.m. COURTROOM: 9, 9th Floor

The Honorable James Ware

UNITEDST

ATES DI

STRICT COURT

NORTH

ERN DISTRICTOFCA

LIFORNIA

APPROVED

Judge James Ware

Case 5:09-cv-02147-JW Document 167 Filed 12/15/11 Page 1 of 3Case 2:15-cv-08914-DMG-RAO Document 127-11 Filed 09/24/19 Page 2 of 4 Page ID #:2486

AMENDED [PROPOSED] ORDER AWARDING LEAD COUNSEL ATTORNEYS’ FEES AND EXPENSES No. C-09-02147-JW - 1 -

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This matter having come before the Court on December 12, 2011, on the application of

counsel for the Plaintiffs for an award of attorneys’ fees, and for the reimbursement of costs and

expenses incurred by Plaintiffs and Lead Counsel in the captioned action, the Court, having

considered all papers filed and proceedings conducted herein, having found the settlement of this

action to be fair, reasonable and adequate, and otherwise being fully informed in the premises and

good cause appearing therefore;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

1. All of the capitalized terms used herein shall have the same meanings as set forth in

the Stipulation of Settlement dated August 24, 2011 (the “Stipulation”), and filed with the Court.

2. This Court has jurisdiction over the subject matter of this application and all matters

relating thereto, including all Members of the Class who have not timely and validly requested

exclusion.

3. The Court hereby awards Lead Counsel litigation expenses in the amount of

$142,173.85 from the Settlement Fund. The Court further awards attorneys’ fees of one-third of the

Settlement Fund, after the deduction of the aforementioned litigation expenses from the Settlement

Fund, together with the interest earned thereon for the same time period and at the same rate as that

earned on the Settlement Fund until paid. The Court finds that the amount of fees awarded is

appropriate and that the amount of fees awarded is fair and reasonable under the “percentage-of-

recovery” method given the substantial risks of non-recovery, the time and effort involved, and the

result obtained for the Class. See Vizcaino v. Microsoft Corp., 290 F.3d 1043 (9th Cir. 2002).

4. The awarded attorneys’ fees and expenses and interest earned thereon shall

immediately be paid to Lead Counsel subject to the terms, conditions and obligations of the

Stipulation, and in particular ¶7.2 thereof, which terms, conditions and obligations are incorporated

herein.


AMENDED [PROPOSED] ORDER AWARDING LEAD COUNSEL ATTORNEYS’ FEES AND EXPENSES No. C-09-02147-JW - 2 -

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5. Pursuant to 15 U.S.C. §78u-4(a)(4), time and expenses are awarded to the following

plaintiffs in the amounts indicated: David Gordon $5,000; Joel Gentleman $5,000; and Sharon

Hodges $5,000. Such reimbursement is appropriate considering their active participation as

plaintiffs in this action, as attested to by the declarations submitted to the Court.

IT IS SO ORDERED.

DATED: December __, 2011 _________________________________ THE HONORABLE JAMES WARE U.S. DISTRICT COURT CHIEF JUDGE

Submitted by:

SCOTT+SCOTT LLP

/s/ Mary K. Blasy MARY K. BLASY

707 Broadway, Suite 1000 San Diego, CA 92101 Telephone: (619) 233-4565 Facsimile: (619) 233-0508

Lead Counsel for Plaintiffs

15


EXHIBIT 12


Final JudgmentCase No. 2:15-cv-01970 SJO (MRW)

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WESTERN DIVISION

In re RESONANT INC. SECURITIES LITIGATION

This Document Relates To:All Actions

Case No. 2:15-cv-01970 SJO (MRW)

Consolidated with: 2:15-cv-02054 SJO (VBK)2:15-cv-02369 SJO (VBK)

FINAL JUDGMENT AND ORDEROF DISMISSAL WITH PREJUDICE

JS-6

Case 2:15-cv-01970-SJO-MRW Document 154 Filed 11/22/17 Page 1 of 7 Page ID #:3268Case 2:15-cv-08914-DMG-RAO Document 127-12 Filed 09/24/19 Page 2 of 8 Page ID #:2490


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This matter came before the Court for hearing pursuant to the Order Granting

Preliminary Approval of Settlement and Directing Dissemination of Notice to Class

of this Court (“Order”), dated July 13, 2017 on the motion of the Lead Plaintiffs for

final approval of the Settlement set forth in the Amended Stipulation of Settlement

dated June 14, 2017 (the “Stipulation”). Due and adequate notice having been given

to the Settlement Class as required in said Order, and the Court having considered all

papers filed and proceedings had herein and otherwise being fully informed in the

premises and good cause appearing therefore, IT IS HEREBY ORDERED,

ADJUDGED AND DECREED that:

1. The terms used in this Judgment have the same meanings assigned to

them in the Stipulation.

2. This Court has jurisdiction over the subject matter of the Litigation and

over all parties to the Litigation, including all members of the Settlement Class.

3. Pursuant to Federal Rule of Civil Procedure 23, this Court hereby

approves the Settlement set forth in the Stipulation and finds that said Settlement is,

in all respects, fair, just, reasonable and adequate to the Settlement Class. The Court

also hereby reaffirms its findings and conclusion, set forth in the Preliminary

Approval Order, that, for purposes of the Stipulation and the Settlement, this

Settlement Class meets the prerequisites for bringing a class action set forth in

Federal Rule of Civil Procedure Rule 23(a) and the requirements for maintenance of

a class action under Rule 23(b)(3). The Court hereby makes final its previously

conditional certification of the Settlement Class.

4. Accordingly, the Court authorizes and directs implementation and

performance of all the terms and provisions of the Stipulation, as well as the terms

and provisions hereof. Except as to any individual claim of those Persons (identified



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in Exhibit 1 attached hereto, if any) who have validly and timely requested exclusion

from the Settlement Class, the Litigation and all claims contained therein, as well as

all of the Released Claims are dismissed with prejudice by the Lead Plaintiffs and the

other members of the Settlement Class, and as against the Released Persons. The

Settling Parties are to bear their own costs, except as otherwise provided in the

Stipulation.

5. The Court finds that the Stipulation and Settlement contained therein,

and the Plan of Allocation are fair, reasonable and adequate as to each of the Settling

Parties, and that the Stipulation and Settlement contained therein and the Plan of

Allocation are hereby finally approved in all respects, and the Settling Parties are

hereby directed to perform its terms.

6. The Settling Parties expect the Settlement Fund to be fully consumed,

but if that does not happen, no portion of the Settlement Fund will revert to

Defendants. If any amounts remain in the Settlement Fund (after payment of all

notice and claim administration expenses, necessary taxes and tax expenses,

attorneys’ fees and expenses and eligible claims, including after the upward

adjustments of eligible claims) and Lead Counsel determines that further

redistribution of funds is not cost-effective, the amount remaining in the Settlement

Fund shall be contributed to a non-sectarian, not-for-profit 501(c)(3) organization(s)

to be recommended by Lead Counsel and approved by the Court.

7. Upon the Effective Date hereof, the Lead Plaintiffs and each member of

the Settlement Class shall be deemed to have, and by operation of this Judgment shall

have, fully, finally, and forever released, relinquished and discharged all Released

Claims (including Unknown Claims) against each and all of the Defendants and their

respective Related Persons, whether or not such member of the Settlement Class

executes and delivers the Proof of Claim and Release. The Settling Parties

acknowledge and the members of the Settlement Class shall be deemed by operation



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of law to acknowledge, that the waiver of Unknown Claims, and of the provisions,

rights, and benefits of Section 1542 of the California Civil Code, was bargained for

and is a key element of the Settlement of which the release in this paragraph is a part.

8. Lead Plaintiffs, all members of the Settlement Class and anyone

claiming through or on behalf of any of them, are forever barred and enjoined from

commencing, instituting, or continuing to prosecute any action or proceeding in any

court of law or equity, arbitration tribunal, administrative forum, or other forum of

any kind, asserting against any of the Released Persons, and each of them, any of the

Released Claims.

9. Upon the Effective Date, each of the Defendants shall be deemed to

have, and by operation of this Judgment shall have, fully, finally, and forever

released, relinquished and discharged each and all members of the Settlement Class

and counsel to the Lead Plaintiffs from all claims (including Unknown Claims),

arising out of, relating to, or in connection with the institution, prosecution, assertion,

settlement or resolution of (i) the Litigation, or (ii) the Released Claims, other than

the obligations provided in the Stipulation.

10. The Notice of Proposed Class Action Settlement given to the Settlement

Class was the best notice practicable under the circumstances, including the

individual notice to all members of the Settlement Class who could be identified

through reasonable effort. Said notice provided the best notice practicable under the

circumstances of those proceedings and of the matters set forth therein, including the

proposed Settlement set forth in the Stipulation, to all Persons entitled to such notice,

and said notice fully satisfied the requirements of Federal Rule of Civil Procedure 23,

Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7),

as amended by the Private Securities Litigation Reform Act of 1995; the requirements

of due process under the Constitution of the United States; and any other applicable

law.



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11. Neither the Plan of Allocation submitted by Lead Counsel nor the

portion of this Judgment regarding the attorneys’ fees and litigation expenses

application including any modification or change in the award of attorneys’ fees and

litigation expenses that may hereafter be approved, shall in any way disturb, affect,

or delay the entry of this Judgment or the Releases provided hereunder and shall be

considered separate from this Judgment.

12. Neither the Stipulation nor the Settlement contained therein, nor any act

performed or document executed pursuant to or in furtherance of the Stipulation or

the Settlement: (i) is or may be deemed to be or may be used as an admission of, or

evidence of, the validity of any Released Claim, or of any wrongdoing or liability of

the Defendants, or (ii) is or may be deemed to be or may be used as an admission of,

or evidence of, any fault or omission of any of the Defendants in any civil, criminal

or administrative proceeding in any court, administrative agency or other tribunal.

The Released Persons may file the Stipulation and/or the Judgment from this action

in any other action that may be brought against them in order to support a defense or

counterclaim based on principles of res judicata, collateral estoppel, release, good

faith settlement, judgment bar or reduction or any theory of claim preclusion or issue

preclusion or similar defense or counterclaim.

13. Without affecting the finality of this Judgment in any way, this Court

hereby retains continuing jurisdiction over (a) implementation of this Settlement and

any award or distribution of the Settlement Fund, including interest earned thereon;

(b) disposition of the Settlement Fund; (c) hearing and determining applications for

attorneys’ fees, interest and reimbursement of expenses in the Litigation; and (d) all

parties hereto for the purpose of construing, enforcing and administering the

Stipulation.

14. The Court finds and concludes that during the course of the Litigation,

the Settling Parties and their respective counsel at all times prosecuted and defended



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the Litigation in good faith and at all times complied with the requirements of Federal

Rule of Civil Procedure 11.

15. In the event that the Settlement does not become effective in accordance

with the terms of the Stipulation or in the event that the Settlement Fund, or any

portion thereof, is returned to the Defendants except as provided for in the

Stipulation, then this Judgment shall be rendered null and void to the extent provided

by and in accordance with the Stipulation and shall be vacated and, in such event, all

orders entered and releases delivered in connection herewith shall be null and void to

the extent provided by and in accordance with the Stipulation.

16. The Escrow Agent appointed by Lead Counsel shall maintain the

Settlement Fund in accordance with the requirements set forth in the Stipulation. No

Defendant, or any other Released Party, shall have any liability, obligation, or

responsibility whatsoever for the administration of the Settlement or disbursement of

the Net Settlement Fund. Lead Counsel, Plaintiffs, the Escrow Agent, and the Claims

Administrator shall have no liability to any Class Member with respect to any aspect

of the administration of the Settlement Fund, including, but not limited to, the

processing of Claim Forms and the distribution of the Net Settlement Fund to Class

Members.

17. Lead Counsel are hereby awarded 33% of the Settlement Fund for their

attorneys’ fees, which sum the Court finds to be fair and reasonable. Lead Counsel

are hereby awarded $51,133.20 in reimbursement of litigation expenses, which

expenses the Court finds to have been reasonably incurred. The Court has also

considered the request for incentive awards for the Lead Plaintiffs in recognition of

their contributions and hereby awards $5,000 to each Lead Plaintiff. The foregoing

amounts shall be paid to Lead Counsel and the Lead Plaintiffs from the Settlement

Fund pursuant to the terms of the Stipulation. Lead Counsel may make payments of

fees and expenses to counsel for other plaintiffs as Lead Counsel deems appropriate



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based on their relative contribution to the prosecution and resolution of the Action.

Neither the Plan of Allocation submitted by Lead Counsel nor the portion of this Final

Judgment regarding the attorneys’ fee and litigation expenses application including

any modification or change in the award of attorneys’ fees and litigation expenses

that may hereafter be approved, shall in any way disturb or affect this Final Judgment

or the Releases provided hereunder and shall be considered separate from this Final

Judgment.

18. Without further order of the Court, the Settling Parties may agree to

reasonable extensions of time or other reasonable modifications necessary to carry

out any of the provisions of the Stipulation.

19. The Court hereby dismisses the Litigation and all Released Claims of

the Settlement Class with prejudice, without costs as to any Settling Party. There is

no reason for delay in the entry of this Final Judgment and Order of Dismissal with

prejudice and immediate entry by the Clerk of the Court is expressly directed

pursuant to Rule 54 of the Federal Rules of Civil Procedure.

IT IS SO ORDERED.

DATED: _______________ _____________________________________THE HONORABLE S. JAMES OTEROUNITED STATES DISTRICT JUDGE

November 20, 2017


EXHIBIT 13


Case 8:99-cv-01127-DOC-AN Document 161 Filed 07/08/02 Page 1 of 5 Page ID #:78Case 2:15-cv-08914-DMG-RAO Document 127-13 Filed 09/24/19 Page 2 of 6 Page ID #:2498

EXHIBIT 14


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UNITED STATES DISTRICT COURT DISTRICT OF NEVADA

FREDRIC ELLIOTT, Individually and on Behalf of All Others Similarly Situated,

Plaintiff,

vs.

CHINA GREEN AGRICULTURE, INC., et al.,

Defendants.

) ) ) ) ) ) ) ) ) ) )

Case No. 3:10-cv-00648-LRH-WGC

CLASS ACTION

ORDER AND FINAL JUDGMENT OF DISMISSAL WITH PREJUDICE

Case 3:10-cv-00648-LRH-WGC Document 165-1 Filed 08/07/14 Page 1 of 8Case 2:15-cv-08914-DMG-RAO Document 127-14 Filed 09/24/19 Page 2 of 9 Page ID #:2504

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This matter came before the Court to determine whether a proposed settlement (the

“Settlement”) as set forth in a Stipulation of Settlement, dated March 17, 2014 (the

“Stipulation”),entered into, on the one hand, by the Court-appointed lead plaintiffs in this action (the

“Litigation”) Thomas Johnston, Giuliano Lazzeretti, Thuan Ly, Christina Galbraith, and Charles

White (“Lead Plaintiffs”), on behalf of themselves and all members of the putative class, and, on the

other hand, defendants China Green Agriculture, Inc. (“CGA”), Tao Li, Ying Yang, Yu Hao,

Lianfu Liu, Yizhao Zhang and Barry Raeburn (collectively, “Defendants”), should be finally

approved as fair, reasonable and adequate pursuant to Rule 23 of the Federal Rules of Civil

Procedure. Having considered all papers filed and proceedings held herein, including a hearing (the

“Settlement Hearing”) held on July 22, 2014, and good cause appearing therefor, the Court has

determined that the Settlement as set forth in the Stipulation should be approved as fair, reasonable

and adequate. The Court hereby enters this Order and Final Judgment (the “Judgment”) dismissing

the Litigation as to all claims and all Defendants with prejudice and on the merits.1

NOW, THEREFORE, IT IS HEREBY ORDERED that:

1. The Court has jurisdiction over the subject matter of the Litigation and over

Defendants, Lead Plaintiffs and all members of a class (the “Settlement Class”) of all persons or

entities who purchased or otherwise acquired shares of CGA securities from May 12, 2009 through

January 4, 2011, inclusive (the “Settlement Class Period”), and who were allegedly damaged thereby

(“Settlement Class Members”). Excluded from the Settlement Class are Defendants and all officers

and directors of CGA, and all such excluded persons’ immediate family members, legal

representatives, heirs, predecessors, successors and assigns, and any entity in which any excluded

person has or had a controlling interest. Also excluded from the Settlement Class are the persons

identified in Exhibit A hereto who have filed valid and timely requests for exclusion.

2. For purposes of the Settlement only, the Court finds that the Settlement Class satisfies

the prerequisites for a class action under Rule 23(a) and (b)(3) of the Federal Rules of Civil 1 Capitalized terms not otherwise defined herein have the meanings assigned to them in the

Stipulation.


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Procedure in that: (a) the number of Settlement Class Members is so numerous that joinder of all

members is impracticable; (b) there are questions of law and fact common to Settlement Class

Members; (c) Lead Plaintiffs’ claims are typical of the claims of the Settlement Class that they seek

to represent; (d) Lead Plaintiffs will fairly and adequately represent the interests of the Settlement

Class with respect to the claims asserted against Defendants; (e) the questions of law and fact

common to Settlement Class Members predominate over any questions affecting only individual

Settlement Class Members; and (f) a class action is superior to other available methods for the fair

and efficient adjudication of the claims asserted against the Defendants.

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, for purposes of the

Settlement only, Lead Plaintiffs are certified as Settlement Class Representatives and Lead

Plaintiffs’ counsel, Saxena White P.A., is certified as Settlement Class Counsel.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court hereby

approves the Settlement set forth in the Stipulation and finds that the Settlement is, in all respects,

fair, reasonable, and adequate to, and in the best interests of, Lead Plaintiffs, the Settlement Class,

and each of the Settlement Class Members. The Court further finds that the Settlement set forth in

the Stipulation is the result of arm’s-length negotiations between experienced counsel representing

the interests of Lead Plaintiffs, Settlement Class Members and Defendants. Accordingly, the

Settlement set forth in the Stipulation is hereby approved in all respects, and Lead Plaintiffs and

Defendants are hereby directed to consummate the Settlement in accordance with the terms of the

Stipulation.

5. The Litigation and all claims contained therein, including all of the Released Claims,

are hereby dismissed with prejudice as against each and all of the Released Persons. The parties are

to bear their own fees and costs, except as otherwise provided for in the Stipulation.

6. Lead Plaintiffs and all Settlement Class Members, on behalf of themselves, their

current and future heirs, executors, administrators, successors, attorneys, insurers, agents,

representatives, and assigns, and any person they represent, hereby fully, finally and forever release,

relinquish and discharge any and all Released Claims against any and all Released Persons, whether

or not such Lead Plaintiff or Settlement Class Member executes the Proof of Claim and Release.


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representatives, and assigns, and any person they represent, waive and relinquish, to the fullest

extent permitted by law, the provisions, rights, and benefits of California Civil Code §1542, which

provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Lead Plaintiffs and all Settlement Class Members, on behalf of themselves, their current and future

heirs, executors, administrators, successors, attorneys, insurers, agents, representatives, and assigns,

and any person they represent, waive and relinquish, to the fullest extent permitted by law, any and

all provisions, rights, and benefits conferred by any law of any state or territory of the United States,

or principle of common law or international or foreign law, which is similar, comparable, or

equivalent to California Civil Code §1542. Lead Plaintiffs and Settlement Class Members may

hereafter discover facts in addition to or different from those which he, she or it now knows or

believes to be true with respect to the subject matter of the Released Claims, but each Lead Plaintiff

and each Settlement Class Member fully, finally, and forever settles and releases any and all

Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent,

whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of

law or equity now existing or coming into existence in the future, including, but not limited to,

conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule,

without regard to the subsequent discovery or existence of such different or additional facts.

8. Each of the Released Persons fully, finally, and forever releases, relinquishes, and

discharges Lead Plaintiffs, all Settlement Class Members and Settlement Class Counsel from all

claims arising out of, relating to, or in connection with, the institution, prosecution, assertion,

settlement, or resolution of the Litigation or the Released Claims.




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representatives, and assigns, and any person they represent, are forever barred and enjoined from

commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding in

any court of law or equity, arbitration tribunal, or administrative forum asserting, any and all

Released Claims against any and all Released Persons, whether or not such Lead Plaintiff or

Settlement Class Member executes the Proof of Claim and Release.

10. Nothing in this Judgment shall in any way impair or restrict the rights of Lead

Plaintiffs or Defendants to enforce the terms of the Stipulation.

11. The Court finds that the manner of providing notice of the Settlement to the

Settlement Class meets the requirements of Federal Rule of Civil Procedure 23 and due process,

satisfies Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. 78u-4(a)(7), as

amended by the Private Securities Litigation Reform Act of 1995; is the best notice practicable under

the circumstances; and constitutes due and sufficient notice to all persons entitled thereto. No

Settlement Class Member shall be relieved or excused from the terms of the Settlement, including

the releases of claims provided for thereunder, based upon the contention or proof that such

Settlement Class Member failed to receive actual or adequate notice. The Court finds that a full

opportunity has been afforded to Settlement Class Members to object to the Settlement and/or to

participate in the Settlement Hearing. It is therefore determined that all Settlement Class Members

are bound by this Judgment, except those persons listed on Exhibit A hereto.

12. The Court finds that the Plan of Allocation is a fair and reasonable method to

distribute the Settlement Fund to the Settlement Class.

13. The Escrow Agent shall continue to serve as such for the Settlement Fund, until such

time as all funds in the Settlement Fund are distributed pursuant to the terms of the Stipulation or

further order of the Court.

14. Neither the Stipulation nor the Settlement, whether or not consummated, nor any

negotiations, discussions, proceedings, acts performed or documents executed pursuant to or in

furtherance of the Stipulation or the Settlement, is or may be:

(a) deemed to be, or used as, an admission of, or evidence of, the validity or lack

thereof of any Released Claim, or of any wrongdoing or liability of any Defendant;


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(b) offered or received against any Defendant as evidence of a presumption,

concession, admission of any fault, misrepresentation, or omission with respect to any statement or

written document approved or made by any Defendant, or against Lead Plaintiffs or any Settlement

Class Member as evidence of any infirmity in the claims of Lead Plaintiffs and the Settlement Class;

(c) deemed to be, or used as, an admission of, or evidence of, any fault or

omission of any Defendant in any civil, criminal, or administrative action or proceeding in any court,

administrative agency, or other tribunal, other than such proceedings as may be necessary to

effectuate the provisions of the Stipulation, including the releases therein;

(d) construed against Defendants, Lead Plaintiffs or the Settlement Class as an

admission or concession that the consideration provided for in the Stipulation represents the amount

that could be or would have been recovered after trial.

15. Without affecting the finality of this Judgment in any way, the Court hereby retains

continuing jurisdiction over (a) implementation of the Settlement and any award or distribution of

the Settlement Fund, including interest earned thereon; (b) disposition of the Settlement Fund;

(c) hearing and determining applications for attorneys’ fees and expenses; and (d) all parties hereto

for the purpose of construing, enforcing, and administering the Stipulation.

16. The Court finds that an award of attorneys’ fees to Settlement Class Counsel in the

amount of $833,333.33 is fair and reasonable. In addition, the Court grants the amount of

$48,562.76 to Settlement Class Counsel as reimbursement of reasonable litigation expenses, and the

amount of $5,000.00 to Lead Plaintiffs as reimbursement of their reasonable costs and expenses

directly relating to their representation of the Settlement Class. The foregoing amounts shall be paid

from the Settlement Fund in accordance with the terms of the Stipulation. Any appeal from the

portion of this Judgment that relates solely to the fees and expenses granted hereunder shall have no

effect on the finality of this Judgment or the Effective Date as provided for in the Stipulation.

17. In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation, this Judgment shall be rendered null and void to the extent provided by and

in accordance with the Stipulation and shall be vacated and, in such event, all orders entered and


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releases delivered in connection therewith shall be null and void to the extent provided by and in

accordance with the Stipulation.

18. The Court finds that Lead Plaintiffs and Defendants and their respective counsel

complied at all times with the requirements of Federal Rule of Civil Procedure 11 during the course

of this Litigation.

19. There is no just reason for delay in the entry of this Judgment and immediate entry by

the Clerk of the Court is directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure.

IT IS SO ORDERED.

DATED:

THE HONORABLE LARRY R. HICKS UNITED STATES DISTRICT JUDGE

Case 3:10-cv-00648-LRH-WGC Document 165-1 Filed 08/07/14 Page 7 of 8

DATED this 12th day of August, 2014.

_______________________________ LARRY R. HICKS UNITED STATES DISTRICT JUDGE


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EXHIBIT A

Elliott v. China Green Agriculture, Inc., et al. No. 3:10-cv-00648-LRH-WGC (D. Nev.)

PERSONS WHO FILED TIMELY REQUESTS FOR EXCLUSION

(1) Kozue Ishii;

(2) Cheng Han Kuo;

(3) Louis J. Floch;

(4) Daniel P. Gans;

(5) Michael A. Acosta and Patricia A. Acosta; and

(6) Daryl C. Hill


EXHIBIT 15


[PROPOSED] ORDER AWARDING ATTORNEYS’ FEES AND LITIGATION EXPENSES

MASTER FILE NO. 3:12-CV-05980-CRB

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NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

IN RE HP SECURITIES LITIGATION, This Document Relates To: All Actions

MASTER FILE NO. 3:12-CV-05980-CRB CLASS ACTION [PROPOSED] ORDER AWARDING ATTORNEYS’ FEES AND LITIGATION EXPENSES

Case 3:12-cv-05980-CRB Document 279 Filed 11/16/15 Page 1 of 4Case 2:15-cv-08914-DMG-RAO Document 127-15 Filed 09/24/19 Page 2 of 5 Page ID #:2513


1 MASTER FILE NO. 3:12-CV-05980-CRB

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This matter came for hearing on November 13, 2015 (the “Settlement Hearing”), on Lead

Counsel’s Motion for an Award of Attorneys’ Fees and Reimbursement of Litigation Expenses

(“Fee and Expense Application”). The Court having considered Lead Counsel’s Fee and Expense

Application and all matters submitted to it at the Settlement Hearing and otherwise; and it appearing

that due and adequate notice of the Settlement, the Settlement Hearing and related matters,

including Lead Counsel’s motion for an award of attorneys’ fees and Litigation Expenses, was

given to the Settlement Class as required by the Court’s July 17, 2015 Order (the “Preliminary

Approval Order”).

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. This Order hereby incorporates by reference the definitions in the Stipulation of

Settlement and Release dated as of June 8, 2015 (the “Stipulation”), and all capitalized terms used

herein shall have the same meanings as set forth in the Stipulation.

2. This Court has jurisdiction to enter this Order. This Court has jurisdiction over the

subject matter of the Action and over all parties to the Action, including all Settlement Class

Members.

3. Notice of Lead Counsel’s Fee and Expense Application was given to all Settlement

Class Members who could be identified with reasonable effort. The form and method of notifying

the Settlement Class of Lead Counsel’s Fee and Expense Application met the requirements of due

process, Rule 23 of the Federal Rules of Civil Procedure, and Section 21D(a)(7) of the Securities

Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7), as amended by the Private Securities Litigation

Reform Act of 1995, the Constitution of the United States, and any other applicable law, and

constituted the best notice practicable under the circumstances, and constituted due and sufficient

notice to all persons entitled thereto.

4. Settlement Class Members have been given the opportunity to object to Lead

Counsel’s Fee and Expense Application in compliance with Rule 23(h)(2) of the Federal Rules of

Civil Procedure.




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5. Lead Counsel is hereby awarded attorneys’ fees in the amount of 11% of the

Settlement Amount, net of Court-approved Litigation Expenses, which sum the Court finds to be

fair and reasonable, and $1,023,971.29 in reimbursement of Litigation Expenses, plus interest

earned on both amounts at the same rate as earned by the Settlement Fund. The foregoing

attorneys’ fees and Litigation Expenses shall be paid from the Settlement Fund in accordance with

the terms of the Stipulation.

6. Lead Plaintiff PGGM Vermogensbeheer B.V. is hereby awarded $162,900 from the

Settlement Fund as reimbursement for its costs and expenses directly related to its representation of

the Settlement Class.

7. In making the foregoing awards of attorneys’ fees and Litigation Expenses to be paid

from the Settlement Fund, the Court has considered and found that:

a. The Settlement has created a fund of $100 million in cash that has been

deposited into an escrow account for the benefit of the Settlement Class pursuant to

the terms of the Stipulation, and eligible members of the Settlement Class who

submit acceptable Claim Forms will benefit from the Settlement that occurred

because of Lead Counsel’s efforts;

b. Lead Counsel’s Fee and Expense Application has been reviewed and

approved as fair and reasonable by the Court-appointed Lead Plaintiff, a large,

sophisticated institutional investor that was actively involved in the prosecution and

resolution of the Action;

c. Copies of the Notice which stated that Lead Counsel would apply to the

Court for attorneys’ fees in an amount not to exceed eleven percent (11%) of the

Settlement Amount, net of Litigation Expenses, and reimbursement of Litigation

Expenses in an amount not to exceed $1.25 million, were mailed to over 809,000

potential Settlement Class Members or their nominees. In addition, the Notice stated

that the maximum amount of Litigation Expenses included reimbursement of costs




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and expenses (including lost wages) incurred by Lead Plaintiff in connection with its

representation of the Settlement Class, in an amount not to exceed $175,000;

d. There were no objections to Lead Counsel’s Fee and Expense Application;

e. Lead Counsel has conducted the litigation and achieved the Settlement with

skill, perseverance and diligent advocacy;

f. The Action involves complex factual and legal issues and was actively

prosecuted for nearly three years;

g. Had Lead Counsel not achieved the Settlement, there would remain a

significant risk that Lead Plaintiff and the other members of the Settlement Class

may have recovered less or nothing from the Defendants;

h. Lead Counsel devoted over 17,723 hours, with a lodestar value of

approximately $9.4 million, to achieve the Settlement; and

i. The amount of attorneys’ fees and Litigation Expenses to be reimbursed from

the Settlement Fund are fair and reasonable and consistent with awards in similar

cases.

8. Any appeal or any challenge affecting this Court’s award of attorneys’ fees and

Litigation Expenses shall in no way disturb or affect the finality of the Judgment.

9. Jurisdiction is hereby retained over the parties and the Settlement Class Members for

all matters relating to this Action, including the administration, interpretation, effectuation or

enforcement of the Stipulation and this Order.

10. In the event that the Settlement is terminated or the Effective Date of the Settlement

otherwise fails to occur, this Order shall be rendered null and void to the extent provided by the

Stipulation and shall be vacated in accordance with terms of the Stipulation.

11. There is no just reason for delay in the entry of this Order, and immediate entry by

the Clerk of the Court is expressly directed.

Dated: The Honorable Charles R. Breyer United States District Judge

11/13/2015


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