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CLASS ACTION SETTLEMENT AGREEMENT

In Re Google AdWords Litigation, No. 5:08-cv-03369-EJD

PREAMBLE 2 ...........................................................................................................

RECITALS 2 .............................................................................................................

AGREEMENT 5 .......................................................................................................

1. Definitions 5 ...................................................................................................

2. Settlement Relief 11 .......................................................................................

3. Claims Process 15 ...........................................................................................

4. Notice and Administration 17 ........................................................................

5. Objections and Exclusions 22 ........................................................................

6. Releases 26 .....................................................................................................

7. Court Approval of the Settlement 28 .............................................................

8. Class Counsel’s Fees and Expenses 30 ..........................................................

9. Service Awards 32 ..........................................................................................

10. Miscellaneous Terms 33 .................................................................................

SIGNATORIES 36 ....................................................................................................

EXHIBITS 37 ............................................................................................................

A. Notice Plan 38 ................................................................................................

B. Website Notice 82 ..........................................................................................

C. Email Notice 90 .............................................................................................

D. Postcard Notice 98 .........................................................................................

E. Press Release 101 ...........................................................................................

F. Supplemental Digital Notice 103 ...................................................................

G. Claim Forms 107 ............................................................................................

H. Opt-Out Form 111..........................................................................................

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Case 5:08-cv-03369-EJD Document 365-1 Filed 02/23/17 of 112

PREAMBLE

This Class Action Settlement Agreement (“Settlement Agreement,”

“Settlement,” or “Agreement”) is entered into by and among Pulaski &

Middleman, LLC; JIT Packaging, Inc.; RK West, Inc.; and Richard Oesterling

(collectively, “Plaintiffs”), the Settlement Class (as defined in § 1.41), and

Defendant Google Inc. (“Google” or “Defendant”) (together, the “Parties”).

This Settlement Agreement is intended by the Parties to fully, finally, and forever

resolve, discharge, and settle the Released Claims (as defined in § 1.34) on the

terms and conditions of this Agreement. It is subject to the final approval of the

United States District Court for the Northern District of California (the “Court”).

RECITALS

The following recitals are incorporated by reference and are considered part of the

Settlement Agreement:

A. These putative class actions were related and consolidated in the United

States District Court for the Northern District of California under the

caption In Re Google AdWords Litigation, No. 5:08-cv-03369-EJD.

B. Plaintiffs alleged class-action claims against Google for violation of the

California Unfair Competition Law (“UCL”), CAL. BUS. & PROF. CODE

§§ 17200 et seq., and the California False Advertising Law (“FAL”), CAL.

BUS. & PROF. CODE §§ 17500 et seq., in connection with its AdWords

platform for Internet advertisers. Plaintiffs alleged that Google failed to

disclose to its AdWords customers that Google placed their ads on parked

domains and error pages, which Plaintiffs allege were low-quality. Google

denied these allegations. (Dkt. Nos. 166, 238).

C. Following discovery and briefing on class certification, the Court denied

Plaintiffs’ motion to certify the Action as a class action. ( Jan. 5, 2012,

Dkt. No. 315).

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D. On appeal, the United States Court of Appeals for the Ninth Circuit

reversed the district court’s denial of class certification and remanded the

case for further proceedings. (Dec. 8, 2015, Dkt. No. 343).

E. Throughout the course of the litigation, the Parties engaged in formal and

informal attempts at settlement, including two mediation session with the

Hon. Layn R. Phillips (“Judge Phillips”).

F. On February 12, 2011, the Parties conducted their first mediation session

with Judge Phillips, which occurred prior to Plaintiffs’ motion for class

certification. It was unsuccessful.

G. During the course of litigation concerning class certification and the

subsequent appellate proceedings, the Parties engaged in informal

negotiations among themselves and with Judge Phillips. Nonetheless, the

Parties remained too far apart in their respective settlement positions to

reach a resolution during these years.

H. Following the Ninth Circuit’s decision reversing the district court’s

denial of class certification, the Parties engaged in a second formal

mediation session with Judge Phillips on October 31, 2016. This

mediation proved successful, and the Parties finalized the material terms

of the Settlement in a binding term sheet.

I. Plaintiffs believe that Google is liable for the conduct at issue in the

Action and that Plaintiffs would have ultimately succeeded at trial.

Nonetheless, Plaintiffs and Class Counsel recognize that Google has

raised defenses concerning both liability and damages in the Action that

present a material risk that Plaintiffs may not have prevailed. Plaintiffs

and Class Counsel also have taken into account the uncertain outcome

and risks of Defendant’s forthcoming motion for summary judgment, a

trial, and any appeal. Plaintiffs therefore believe that it is desirable that

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the Released Claims be fully and finally compromised, settled, resolved

with prejudice, and barred pursuant to the terms of this Agreement.

J. Based on their comprehensive examination and evaluation of the law and

facts at issue in the Action, Class Counsel have concluded that the terms

and conditions of this Agreement are fair, reasonable, and adequate to

resolve the claims alleged by the Settlement Class. Class Counsel believes

that it is in the best interests of the Settlement Class to settle the claims

raised in the Action pursuant to the terms of this Agreement.

K. At all times, Defendant has denied, and continues to deny, any and all

alleged wrongdoing. Specifically, Defendant denies that its conduct

concerning Google AdWords violates any law, and it is prepared to

present a vigorous defense at summary judgment and trial. Nonetheless,

taking into account the uncertainty and risks inherent in summary

judgment and trial, Defendant has concluded that further defense of the

Action would be burdensome and expensive. Defendant believes that it is

desirable and beneficial to fully and finally settle and terminate the Action

in the manner and upon the terms of this Agreement.

IT IS THEREFORE HEREBY STIPULATED AND AGREED by and among

Plaintiffs, the Settlement Class, and Defendant, by and through their respective

counsel, that, subject to Final Approval of the Court after a hearing as provided for

in this Agreement, or as otherwise ordered by the Court, and in consideration of

the benefits flowing to the Parties from the Agreement, the Action and the

Released Claims shall be fully and finally compromised, settled, and released, and

the Action shall be dismissed with prejudice, upon and subject to the terms and

conditions set forth in this Agreement.

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AGREEMENT

1. Definitions

As used in this Settlement Agreement, the following terms have the special

meanings specified below:

1.1. “ACH Transfer” means an electronic transfer of funds between banks

through the Automated Clearing House (“ACH”) network.

1.2. “Action” means the cases consolidated into, and captioned, In Re Google

AdWords, No. 5:08-cv-03369-EJD, pending in the United States District

Court for the Northern District of California. These cases include Levitte

v. Google, No. 08-cv-03369 (N.D. Cal. July 11, 2008); RK West, Inc. v.

Google, No. 08-cv-03452 (N.D. Cal. July 17, 2008); Pulaski & Middleman,

LLC v. Google, No. 08-cv-03888 (N.D. Cal. Aug. 14, 2008); JIT

Packaging, Inc. v. Google, No. 08-cv-04543 (E.D. Ill. Aug. 11, 2008, refiled

in N.D. Cal. Oct. 10, 2008); and Olabode v. Google, No. 09-cv-03414

(N.D. Cal. July 24, 2009).

1.3. “Active Account” means any currently open Google AdWords account

that (i) served advertisements on AdSense for Domains or AdSense for

Error Pages during the Settlement Class Period and (ii) has served an

advertisement in the past six months.

1.4. “Claim” means a Settlement Class Member’s written submission that

will, if valid, entitle the Settlement Class Member to a Settlement

Payment.

1.5. “Claimant” means a Settlement Class Member who has submitted a

Claim that the Settlement Administrator has determined is valid and

timely in accordance with the claims process described in § 3.

1.6. “Claim Form” means the document to be submitted by Settlement

Class Members pursuant to this Agreement. The Claim Form will be

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available online at the Settlement Website, and the contents of the Claim

Form will be approved by the Court.

1.7. “Claims Deadline” means the date by which all Claims Forms must be

submitted on the Settlement Website to be considered timely. The

Claims Deadline shall be 60 days after the Notice Date and shall be

clearly stated in the Notice and the Claim Form.

1.8. “Class Counsel” means Robert C. Schubert and Noah M. Schubert of

the law firm of Schubert Jonckheer & Kolbe LLP.

1.9. “Class Representatives” means the named Plaintiffs in this Action:

Pulaski & Middleman, LLC; JIT Packaging, Inc.; RK West, Inc.; and

Richard Oesterling.

1.10. “Court” means the United States District Court for the Northern

District Court of California, the Hon. Edward J. Davila presiding, or any

judge who succeeds him as the judge in this Action.

1.11. “Cy Pres Recipients” means Public Justice Foundation and Public

Counsel.

1.12. “Defendant” means Google Inc.

1.13. “Defendant’s Counsel” means Michael G. Rhodes and Whitty

Somvichian of the law firm of Cooley LLP.

1.14. “Distribution Date” means the date that Settlement Payments are

distributed to Claimants. The Distribution Date shall be no more than 30

days following the Effective Date of the Settlement.

1.15. “Effective Date” means the first business day after all of the following

conditions have occurred:

(a) Class Counsel and Defendant’s Counsel have executed this

Settlement Agreement.

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(b) The Court has entered the Final Approval Order.

(c) The Final Approval Order has become a final, non-appealable

judgment approving the Settlement Agreement in all respects and

is no longer subject to review, reconsideration, rehearing, appeal,

petition for permission to appeal, petition for a writ of certiorari,

or any other appellate review of any kind.

1.16. “Email Notice” means the notice of the Settlement that is emailed to

Settlement Class Members, providing a link to the Claim Form, a link to

the Settlement Website, and contact information for the Settlement

Administrator.

1.17. “Exclusion List” means the list of all persons and entities who have

timely and validly excluded themselves from the Settlement.

1.18. “Fee and Expense Award” means the amount of attorneys’ fees and

reimbursement of costs and expenses awarded to Class Counsel by the

Court from the Settlement Fund.

1.19. “Final Approval Order” means the final judgment and order to be

entered by the Court, following the Final Fairness Hearing, approving the

Settlement and setting the amounts of the Fee and Expense Award and

the Service Awards.

1.20. “Final Fairness Hearing” means the Court hearing where the Parties

will request the Final Approval Order be entered approving this

Agreement and where Class Counsel will request that the Court approve

the Fee and Expense Award and the Service Awards. The Final Fairness

Hearing must occur at least 14 days after the Claims Deadline and the

Objection and Exclusion Deadline on such date as set by the Court.

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1.21. “Net Settlement Fund” means the Settlement Fund, reduced by the

sum of the following amounts: Notice and Administrative Costs, any

Service Awards, and any Fee and Expense Award.

1.22. “Notice” means the notice of this proposed Settlement Agreement and

of the Final Fairness Hearing to be disseminated to Settlement Class

Members in accordance with terms of this Agreement and in

substantially the same form as Exhibits A through F, attached hereto.

1.23. “Notice and Administrative Costs” means all costs and expenses

actually incurred by the Settlement Administrator in the dissemination of

Notice; the establishment of the Settlement Website; the administrative

processing, handling, review, and payment of Claims; and all other

expenses reasonably necessary for the effective notice and administration

of the Settlement pursuant to the Preliminary Approval order.

1.24. “Notice Date” means the date on which Notice to Settlement Class

Members is complete. The Notice Date shall be as soon as reasonably

practicable but no later than 30 days following Preliminary Approval.

1.25. “Objection” means the formal written notice that a Settlement Class

Member may submit to the Settlement Administrator in order to object

to the Settlement.

1.26. “Objection and Exclusion Deadline” means the date by which an

Objection to this Agreement must be submitted to the Settlement

Administrator or an Opt-Out Form must be submitted to the Settlement

Administrator. The Objection and Exclusion Deadline shall be 60 days

after the Notice Date.

1.27. “Objector” means a person or entity who submits an Objection.

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1.28. “Opt-Out Form” means the form provided by the Settlement

Administrator that Settlement Class Members must use to request

exclusion from the Settlement.

1.29. “Parties” means Plaintiffs Pulaski & Middleman, LLC; JIT Packaging,

Inc.; RK West, Inc.; and Richard Oesterling, the Settlement Class, and

Defendant Google Inc.

1.30. “Plaintiffs” means Pulaski & Middleman, LLC; JIT Packaging, Inc.; RK

West, Inc.; and Richard Oesterling.

1.31. “Preliminary Approval” means the Court’s order preliminarily

approving the Settlement Agreement, certifying the Settlement Class,

and authorizing the dissemination of the Notice.

1.32. “PST” means Pacific Standard Time. If a deadline with a time stated in

PST occurs when Daylight Saving Time is in effect, this deadline’s time

will instead be governed by Pacific Daylight Time (“PDT”).

1.33. “Rejected Claimant” means a person or entity who submitted a Claim

that the Settlement Administrator deemed invalid or untimely.

1.34. “Released Claims” means any and all claims, demands, actions, causes

of action, lawsuits, arbitrations, damages, or liabilities whether legal,

equitable, or otherwise, relating in any way to the acts, omissions, or

other conduct that was or could have been reasonably alleged in this

Action, including all acts, omissions, or other conduct related to the

placement of any Settlement Class Members’ Google AdWords ads on

any parked domains or error pages, during the Settlement Class Period.

1.35. “Releasees” means Defendant Google Inc., as well as all of Google’s

current or former directors, officers, members, administrators, agents,

insurers, beneficiaries, trustees, employee benefit plans, representatives,

servants, employees, attorneys, parents, subsidiaries, affiliates, divisions,

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branches, units, shareholders, investors, contractors, successors, joint

venturers, predecessors, related entities, and assigns, and all other

individuals and entities acting on Google’s behalf.

1.36. “Releasing Class Members” means all Settlement Class Members,

except those who have submitted a valid and timely Opt-Out Form, and

each of their respective successors, assigns, legatees, heirs, and personal

representatives.

1.37. “Releasing Named Plaintiffs” means the named Plaintiffs in this

Action: Pulaski & Middleman, LLC; JIT Packaging, Inc.; RK West, Inc.;

and Richard Oesterling; on behalf of themselves and any current or

former directors, officers, members, administrators, agents, insurers,

beneficiaries, trustees, employee benefit plans, representatives, servants,

employees, attorneys, parents, subsidiaries, affiliates, divisions, branches,

units, shareholders, investors, contractors, successors, joint venturers,

predecessors, related entities, and assigns; and all other individuals and

entities acting on the Plaintiffs’ behalf.

1.38. “Residual Settlement Payment” means the amount a Settlement Class

Member who did not submit a Claim shall receive from the Net

Settlement Fund if any funds remain after Settlement Payments are

made.

1.39. “Service Award” means the award sought by each Class Representative

in consideration for their service during the course of the Action and

subsequently approved by the Court. Any such Service Award is separate

and apart from any Settlement Payments the Class Representative may

receive as a result of submitting a Claim as a Settlement Class Member.

1.40. “Settlement Administrator” means Analytics Consulting LLC, the

firm that will provide notice and claims administration services in

connection with the Settlement Agreement.

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1.41. “Settlement Class” means all persons or entities located within the

United States who, from July 11, 2004 through March 31, 2008, had an

AdWords account with Google and were charged for clicks on

advertisements appearing on parked domains and/or error pages.

1.42. “Settlement Class Period” means the period from July 11, 2004

through March 31, 2008.

1.43. “Settlement Class Members” means members of the Settlement Class.

1.44. “Settlement Fund” means a cash fund of $22,500,000, to be paid by

Google in accordance with the terms of this Settlement Agreement.

1.45. “Settlement Payment” means the amount a Claimant shall receive from

the Net Settlement Fund in accordance with the formula outlined in

§ 2.4.

1.46. “Settlement Website” means a website created and maintained by the

Settlement Administrator for the purpose of providing the Settlement

Class with notice of the proposed Settlement. This website will allow

Settlement Class Members to submit Claims, update their contact

information and payment method, and opt-out of the Agreement.

1.47. “Website Notice” means the formal legal notice of the proposed

Settlement terms that will be hosted on the Settlement Website, as

approved by Class Counsel, Defendant’s Counsel, and the Court.

2. Settlement Relief

2.1. Settlement Fund. Subject to the terms of this Agreement, Google shall

establish a Settlement Fund of $22,500,000. Google’s total financial

commitment under this Agreement shall be $22,500,000.

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2.2. Payments from Settlement Fund. Google shall make the following

payments from the Settlement Fund in this order:

(i) Notice and Administrative Costs

(ii) Service Awards (pursuant to § 9)

(iii) Fee and Expense Award (pursuant to § 8)

(iv) Settlement Payments to Settlement Class Members (pursuant to

§ 2.4)

2.3. Deposits to Settlement Fund. Google shall deposit funds into the

Settlement Fund as necessary to make all payments in accordance with

§ 2.2 above, not to exceed its total financial commitment of $22,500,000.

2.4. Settlement Payments to Settlement Class Members. The entire Net

Settlement Fund will be initially distributed as Settlement Payments to

Settlement Class Members who submit valid Claims.

2.4.1. Claimants will receive Settlement Payments on a pro rata basis in

accordance with the total amount they spent on Google AdWords

ads that were placed on parked domains and error pages during

the Settlement Class Period.

2.4.2. If the total payment amount from valid Claims exceeds the Net

Settlement Fund, the amount of the Settlement Payment to each

claimant will be reduced on a pro rata basis.

2.4.3. If the total payment amount from valid Claims is less than the Net

Settlement Fund, Claimants will receive Settlement Payments of

100% of the amounts of their Claims (i.e., a refund of the total

amount they paid for ads placed on parked domains and error

pages during the Settlement Class Period).

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2.5. Method of Payment

2.5.1. Default Payment Method. For each Claimant, the Settlement

Administrator shall, by default, provide Settlement Payments

through ACH Transfer to the Claimant’s bank account.

2.5.2. Option to Change Payment Method. Claimants may elect to

change the default method by which they receive their Settlement

Payments above by electing to instead receive an AdWords credit

or physical check mailed to their address when they complete the

Claim Form on the Settlement Website. The Claim Form will

request any additional payment information necessary for the

Settlement Administrator to provide the Settlement Payment

through the method the Claimant elects.

2.5.3. Minimum Payment. Notwithstanding § 2.4 above, no Settlement

Payment shall be made to a Claimant if the total amount of that

payment would be less than $1.00. Any such monies shall be

distributed to other Claimants (those whose claims exceed $1.00)

on a pro rata basis (in accordance with §§ 2.5.1 and 2.5.2 above).

2.6. Distribution of Residual Funds. If, after the process outlined in § 2.4

above is completed, additional funds remain in the Net Settlement Fund,

these funds, together with any funds from failed ACH Transfers and

uncleared physical checks, shall be distributed as follows:

2.6.1. Residual Funds of $100,000 or More. If the residual funds

amount to $100,000 or more, the residual funds shall be

distributed as Residual Settlement Payments to Settlement Class

Members who did not submit Claims and have an Active

Account, on a pro rata basis in accordance with the total amount

they spent on Google AdWords ads that were placed on parked

domains and error pages during the Settlement Class Period.

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Each Residual Settlement Payment will be distributed as a credit

to an advertiser’s Google AdWords account.

2.6.2. Minimum Payment. Notwithstanding § 2.6.1 above, no Residual

Settlement Payment shall be made to a Settlement Class Member

if the total amount of that payment would be less than $5.00. The

Settlement Administrator will effectuate this provision by first

determining the amount each of the remaining non-claimant

Settlement Class Members would receive in accordance with

§ 2.6.1 above. The Settlement Administrator will then remove the

non-claimant Settlement Class Member with the smallest claim

under $5.00 and redistribute that amount to the remaining non-

claimant Settlement Class Members, continuing this process until

all remaining non-claimant Settlement Class Members would

receive a credit of $5.00 or more.

2.6.3. Residual Funds of Less Than $100,000. If the residual funds

amount to less than $100,000, the residual funds shall be

distributed to the Cy Pres Recipients.

2.7. Failed ACH Transfers and Uncleared Checks. If 100% of the Net

Settlement Fund is initially distributed to Claimants, any funds from

failed ACH Transfers and uncleared physical checks shall be returned to

the Net Settlement Fund and redistributed to Settlement Class Members

for whom ACH Transfers were successful on a pro rata basis in

accordance with § 2.5 above. Notwithstanding this provision, no payment

shall be made to a Settlement Class Member under this section if the

Settlement Class Member has already received 100% of the amount they

are owed from their Claims or if the amount of this payment would be

less than $1.00. Any remaining funds, after completion of this process,

shall be distributed to the Cy Pres Recipients.

2.7.1. If less than 100% of the Net Settlement Fund is initially

distributed to Claimants, any funds from failed ACH Transfers

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and uncleared physical checks shall be distributed to non-claimant

Settlement Class Members according to § 2.6 above.

2.7.2. Settlement Class Members who elect to receive an ACH Transfer,

but fail to provide sufficient or correct information to permit such

payment, shall, after a reasonable attempt to resolve any such

payment issues, relinquish their right to Settlement Payments.

2.7.3. Settlement Class Members who elect to receive a physical check

shall have 90 days within which to cash the check.

2.8. Timing of Payment. Settlement Payments from the Net Settlement

Fund shall be distributed to Claimants within 30 days following the

Effective Date. Residual Settlement Payments from the Net Settlement

Fund shall be distributed to Settlement Class Members within 120 days

following the Distribution Date. With respect to any distributions to be

made by Google in the form of credits, the Settlement Administrator

shall provide to Google all information necessary to implement such

distributions before the time periods commence.

3. Claims Process

3.1. Claim Form. Each Settlement Class Member shall be entitled to submit

a Claim for Settlement Payment as described in this section.

3.1.1. The Claim Form will be available on the Settlement Website and

may be completed and submitted online or in hard copy sent by

mail to the Settlement Administrator.

3.1.2. The Claim Form shall be substantially similar to the form

attached to this Agreement as Exhibit G and will require

Settlement Class Members to affirm under penalty of perjury that

the information they submit is, to the best of their knowledge,

true and correct.

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3.2. Deadline to File Claims. The Claims Deadline shall be 60 days after the

Notice Date. To be considered timely, all Claims Forms must be

submitted on the Settlement Website or mailed by the Claims Deadline,

which shall be clearly stated in the Notice and the Claim Form.

3.2.1. For Claim Forms submitted electronically on the Settlement

Website, the deadline is 11:59 p.m. PST on the Claims Deadline.

3.2.2. For Claim Forms mailed to the Settlement Administrator, the

Claims Form must be postmarked by the Claims Deadline.

3.3. Claims Review. The Settlement Administrator shall review all Claims to

determine their validity. The Settlement Administrator shall reject any

Claim that does not comply in any material respect with the instructions

on the Claim Form, is not submitted by a Settlement Class Member, is a

duplicate of another Claim, is a fraudulent Claim, or is submitted after

the Claims Deadline. The Settlement Administrator shall cross-reference

Claims against a list of Settlement Class Members provided by Google.

Google may, but is not obligated to, verify the Settlement Administrator’s

determinations on the validity of a Claim.

3.4. Curable Deficiencies. Notwithstanding § 3.3 above, prior to the

rejection of a Claim Form, the Settlement Administrator shall

communicate with the person or entity who submitted the Claim in an

effort to remedy any curable deficiencies in the Claim Form.

3.5. Notification of Rejected Claims. Following any effort to resolve any

curable deficiencies, the Settlement Administrator shall promptly notify

all Rejected Claimants whose Claim Forms the Settlement Administrator

proposes to reject, in whole or in part, and provide its reasons.

3.5.1. If the Claim Form was submitted online, the Rejected Claimant

shall be notified by email at the address provided.

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3.5.2. If the Claim Form was submitted by mail, the Rejected Claimant

shall be notified by mail at the address provided.

3.6. Claims Disputes. The Settlement Administrator shall notify Class

Counsel and Defendant’s Counsel of any disputes regarding the rejection

of a Claim. Class Counsel and Defendant’s Counsel may review any

Claims rejected by the Settlement Administrator. If Class Counsel and

Defendant’s Counsel agree that a Claim was improperly rejected, the

Claim shall be deemed valid and paid. If Class Counsel and Defendant’s

counsel do not agree as to whether a Claim was improperly rejected, the

decision of the Settlement Administrator shall be final.

3.7. Claims Processing. After all Claims have been processed, the

Settlement Administrator will provide Class Counsel and Defendant’s

Counsel with a list of approved Claimants, including the Settlement

Payment for each Claimant and a list of all Claims it deems invalid or

untimely. The Settlement Administrator will maintain a database of

Claims, which will include all relevant information captured from the

Claim Form.

4. Notice and Administration

4.1. Notice to the Settlement Class. Direct notice of the Settlement will be

made to Settlement Class Members as set forth below.

4.1.1. Notice shall be disseminated as soon as reasonably practicable but

no later than 30 days following entry of the Preliminary Approval

order.

4.1.2. Notice shall be conducted in accordance with the Notice Plan,

attached to this Agreement as Exhibit A.

4.1.3. Google shall provide a list of all Settlement Class Members, their

contact information as reflected in Google’s current records, and

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any other data reasonably necessary to administer the claims

process to the Settlement Administrator.

4.1.4. All Notice and Administrative Costs shall be paid from the

Settlement Fund.

4.2. Direct Email Notice. On or before the Notice Date, the Settlement

Administrator shall email notice of the Settlement to all Settlement Class

Members for which it has email addresses.

4.2.1. The Email Notice shall be substantially similar to the form

attached as Exhibit C, will provide a link to a Claim Form where

the Settlement Class Member can submit a Claim, will provide a

link to the Settlement Website, and will list contact information

for the Settlement Administrator.

4.2.2. The Email Notice will be sent to the current email address listed

in the Settlement Class Member’s AdWords account.

4.2.3. The Settlement Administrator will monitor the Email Notice

process and optimize the delivery of the Email Notice to

maximize the distribution of the Email Notice.

4.2.4. For Email Notices sent to Settlement Class Members that the

Settlement Administrator can reasonably determine were not

opened, the Settlement Administrator will send one additional

Email Notice to such Settlement Class Members prior to the

Supplemental Postcard Notice provision below (see § 4.3).

4.3. Supplemental Postcard Notice. Within 14 days after the Email Notices

in § 4.2 above have been completed, the Settlement Administrator will

mail supplemental Postcard Notice to all Settlement Class Members to

whom Email Notice bounced (as reasonably determined by the

Settlement Administrator).

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4.3.1. The Postcard Notice shall be substantially similar to the form

attached as Exhibit D and will include the Settlement Website and

contact information for the Settlement Administrator.

4.3.2. The Postcard Notice will be mailed to the address listed in the

Settlement Class Member’s AdWords billing profile.

4.4. Website Notice. The Settlement Administrator will post the Website

Notice in a user-accessible format on the Settlement Website.

4.4.1. Class Counsel, Defendant’s Counsel, and the Settlement

Administrator will jointly select the domain name for the

Settlement Website.

4.4.2. The design of the Settlement Website will be substantially similar

to the design described in the Notice Plan, attached as Exhibit A,

and will include answers to frequently asked questions, a list of

important deadlines, and case documents. Any additions or

revisions to the Settlement Website design or content must be

agreed to by Defendant’s Counsel and Class Counsel.

4.4.3. The Website Notice will be substantially similar to the form

attached as Exhibit B.

4.4.4. The Settlement Website will remain active for at least 90 days

following the Effective Date of the Settlement. The Settlement

Administrator will, however, disable online submissions through

the Claim Form and the Opt-Out Form immediately following the

Claims Deadline and the Objection and Exclusion Deadline.

4.5. Press Release. Class Counsel will issue a Press Release providing notice

of the Settlement, a link to the Settlement Website, and contact

information for the Settlement Administrator.

4.5.1. The Press Release will be substantially similar to the form

attached as Exhibit E.

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4.5.2. The Press Release will be issued through PR Newswire’s US1

commercial newswire service and will also be posted on the

Settlement Website and Class Counsel’s website.

4.6. Supplemental Digital Notice. In the unlikely event that the Settlement

Administrator determines that less than 70% of the Settlement Class is

contacted through dissemination of the Direct Email Notice, the

Supplemental Postcard Notice, the Website Notice, and the Press

Release, the Settlement Administrator will provide Supplemental Digital

Notice to Settlement Class Members.

4.6.1. The Supplemental Digital Notice would be substantially similar to

the form provided in the Notice Plan, attached as Exhibit F.

4.6.2. The Supplemental Digital Notice would include digital

advertisements using programmatic purchasing, using an

advertising network to be jointly agreed to by the parties, to reach

Settlement Class Members.

4.7. CAFA Notice. Not later than 10 days after this Settlement Agreement is

filed with the Court, the Settlement Administrator, at Defendant’s

direction, shall serve Notice of the Settlement and other required

documents upon relevant government officials in accordance with the

Class Action Fairness Act (“CAFA”), 28 U.S. § 1715. Prior to the

Preliminary Approval hearing, the Settlement Administrator shall

provide proof of service of such notice for filing with the Court.

4.8. Settlement Administrator. The Settlement Administrator shall help

implement the terms of the Settlement Agreement. The Settlement

Administrator shall be responsible for:

(a) Establishing, designing, and maintaining the Settlement Website;

(b) Disseminating Notice, including Direct Email Notice,

Supplemental Postcard Notice, Website Notice, CAFA Notice,

— —20


and, if necessary, Supplemental Digital Notice in accordance with

this Agreement, the Notice Plan, and the Court’s orders;

(c) Monitoring and responding to inquiries from Settlement Class

Members in a timely fashion and, where necessary, forwarding

such written inquiries to Class Counsel;

(d) Accurately and objectively describing the terms of the Agreement

in communications with Settlement Class Members, including

the training of its employees and agents accordingly;

(e) Receiving and compiling Opt-Out Forms and any other

correspondence requesting exclusion from the Settlement;

(f ) Receiving and processing Claims and distributing Settlement

Payments to Settlement Class Members;

(g) Providing periodic reports on Claims, Objections, Requests for

Exclusion, and any other such information that may be reasonably

requested by Class Counsel and Defendant’s Counsel;

(h) Preparing a declaration attesting to compliance with the Notice

requirements in this Agreement and providing such declaration to

Class Counsel and Defendant’s Counsel;

(i) Seeking further clarification or authorization from Class Counsel

and Defendant’s Counsel when necessary for performance of its

duties and the expenditure of cash from the Settlement Fund; and

(j) Otherwise assisting with implementation and administration of

the terms of this Settlement Agreement.

4.9. Administrative Costs Estimate. The Parties will obtain from the

Settlement Administrator its best estimate of such anticipated

administrative costs, which shall then be set aside from the Settlement

Fund.

— —21


5. Objections and Exclusions

5.1. Objections. Any Settlement Class Member who has not submitted a

timely written Opt-Out Form and who wishes to object to the fairness,

reasonableness, or adequacy of the Settlement, the Fee and Expense

Award, or the Service Awards must comply with the following

requirements.

5.1.1. Content of Objections. All Objections and supporting papers

must be in writing and must:

(a) Clearly identify the case name and number, In Re Google

AdWords Litigation, No. 5:08-cv-03369-EJD;

(b) Include the full name, address, telephone number, and email

address associated with the Google AdWords account of the

person or entity objecting;

(c) Include the full name, address, telephone number, and email

address of the Objector’s counsel (if the Objector is

represented by counsel);

(d) Provide a detailed explanation stating the specific reasons for

the Objection, including any legal and factual support and

any evidence in support of the Objection;

(e) State the total number of times the Objector or the

Objector’s Counsel has objected to any class action

settlement in any state or federal court in the United States

within the last 5 years and provide a list of each such

objection with the case name, court, and case number;

(f ) Be verified by an accompanying declaration submitted under

penalty of perjury or a sworn affidavit.

5.1.2. Submission of Objections. Any comments or objections from

Settlement Class Members regarding the proposed Settlement

— —22


Agreement must be submitted in writing. If a Settlement Class

Member does not submit a timely written objection, or they do

not request participation in the final approval hearing, they will

not be able to participate in the final approval hearing. Comments

or objections may be submitted online on the Settlement Website

or by mail to the address below, referencing In re Google AdWords

Litigation, Case No. 5:08-CV-3369:

Google AdWords Settlementc/o Analytics Consulting LLCP.O. Box 2005 Chanhassen, MN 55317-2005

5.1.3. Deadline for Objections. Objections must be submitted by the

Objection and Exclusion Deadline, which is 60 days after the

Notice Date.

(a) If submitted through the Settlement Website, Objections

must be submitted on this date by 11:59 p.m. PST.

(b) If submitted by mail, Objections must be postmarked by the

Objection and Exclusion Deadline. The date of the postmark

on the envelope containing the written statement objecting

to the settlement shall be the exclusive means used to

determine whether an objection and/or intention to appear

has been timely submitted. In the event a postmark is

illegible, the date of mailing shall be deemed to be three days

prior to the date that the Settlement Administrator received

the written statement.

(c) Class members who fail to submit timely written objections

in the manner specified above shall be deemed to have

waived any objections and shall be forever barred from

making any objection to the Agreement and the proposed

settlement by appearing at the Final Approval Hearing,

appeal, collateral attack, or otherwise.

— —23


5.1.4. Attendance at Final Fairness Hearing. Any Objector who

timely submits an Objection has the option to appear at the Final

Fairness Hearing, either in person or through the Objector’s

counsel. Any Objector wishing to appear at the Final Fairness

Hearing must include a Notice of Intention to Appear in the body

of their Objection. Objectors who fail to submit or include this

Notice of Intention to Appear may not speak at the Final Fairness

Hearing without permission of the Court.

5.1.5. Objectors’ Attorneys’ Fees and Costs. If an Objector makes an

Objection through an attorney, the Objector shall be solely

responsible for their attorneys’ fees and costs.

5.1.6. Court Approval for Payments to Objectors. Unless approved by

the Court after a hearing, no payment or other consideration may

be provided to an Objector or an Objector’s counsel in connection

with forgoing or withdrawing an Objection or forgoing,

dismissing, or abandoning an appeal from a judgment approving

the Settlement or the Fee and Expense Award.

5.1.7. No Solicitation of Settlement Objections. At no time shall any

of the Parties or their counsel seek to solicit or otherwise

encourage Class Members to submit written objections to the

settlement or encourage an appeal from the Court’s Final

Judgment.

5.2. Requests for Exclusion. The Class Notice shall advise all Settlement

Class Members of their right to exclude themselves from the Settlement.

Settlement Class Members who opt-out of the Settlement will not be

bound by this Settlement Agreement.

5.2.1. How to Opt-Out. To request to be excluded from the Settlement,

Settlement Class Members must timely submit a completed Opt-

Out Form. This Opt-Out Form will be substantially similar to the

— —24


form attached as Exhibit H. The Opt-Out Form may be

completed electronically on the Settlement Web Site or mailed to

the Settlement Administrator.

5.2.2. Deadline to Opt-Out. To be excluded from the Settlement, the

Opt-Out Form must be completed by the Objection and Exclusion

Deadline, which is be 60 days after the Notice Date.

(a) If submitted electronically, the Opt-Out Form must be

submitted no later than 11:59 p.m. PST on or before the

Objection and Exclusion Deadline.

(b) If submitted by mail, the Opt-Out Form must be postmarked

no later than the Objection and Exclusion Deadline. Postage

must be paid by the Settlement Class Member.

5.2.3. Effect of Opt-Out. Any person or entity who falls within the

definition of the Settlement Class and who validly and timely

requests exclusion from the Settlement shall not be a Settlement

Class Member, shall not be bound by the Settlement Agreement,

shall not be eligible to make a Claim for any benefit under the

terms of the Settlement Agreement, and shall not be entitled to

object to the Settlement.

5.2.4. Exclusion List. No later than 7 days after the Objection and

Exclusion Deadline, the Settlement Administrator shall provide

Class Counsel and Defendant’s Counsel with a list of all persons

and entities who have timely and validly excluded themselves

from the Settlement. The Exclusion List shall be filed with the

Court as part of the Motion for Final Approval.

5.2.5. Termination Clause. If the Settlement Class Members

requesting exclusion include one or more individual Settlement

Class Members whose potential claims in the aggregate exceed

10% of the total amount of the claims at issue (as measured by the

— —25


amount paid by Settlement Class Members for advertisements

appearing on parked domains and error pages during the

Settlement Class Period), then Google may, in its sole discretion,

notify Class Counsel in writing that it has elected to terminate this

Settlement Agreement. Such notification of intent to terminate

the Settlement Agreement must be provided a minimum of 7 days

before the filing deadline for the motion seeking Final Approval. If

this Settlement Agreement is terminated, it will be deemed null

and void ab initio and § 7.5 below will apply.

6. Releases

6.1. No Admission of Liability. This Settlement Agreement is made in

compromise of a dispute. Neither the Agreement nor anything that the

Parties stated or did during the negotiation of the Agreement shall be

construed or used in any manner as an admission of liability or evidence

of either party’s fault, liability, or wrongdoing. Google expressly denies

any liability or wrongdoing whatsoever.

6.2. Named Plaintiffs’ Release. Upon the Effective Date of this Agreement,

all Releasing Named Plaintiffs shall release, forever discharge, will not in

any manner pursue this Action, and shall be forever barred from

asserting, instituting, or maintaining against the Releasees, any and all

Released Claims, as defined in § 1.34 of this Agreement.

6.3. Settlement Class Members’ Release. Upon the Effective Date of this

Agreement, all Releasing Class Members shall release, forever discharge,

will not in any manner pursue this Action, and shall be forever barred

from asserting, instituting, or maintaining against the Releasees, any and

all Released Claims, as defined in § 1.34 of this Agreement.

6.4. Release of Unknown Claims. Releasing Named Plaintiffs and Releasing

Class Members fully understand that the facts on which this Settlement

— —26


Agreement is executed may be different from the facts now believed by

Releasing Named Plaintiffs, Releasing Class Members, and their Counsel

to be true. Releasing Named Plaintiffs and Releasing Class Members

expressly accept and assume the risk of this possible difference in facts

and agree that this Settlement Agreement remains effective despite any

difference in facts. Releasing Named Plaintiffs and Releasing Class

Members further agree that this waiver is an essential and material term

of this release and the Settlement that underlies it and that without such

waiver the Settlement would not have been agreed to.

6.5. Waiver of California Civil Code § 1542. Releasing Named Plaintiffs and

Releasing Class Members expressly waive and relinquish, to the fullest

extent permitted by law, the provisions, rights, and benefits of California

Civil Code § 1542, or any other similar provision under federal or state

law. Releasing Named Plaintiffs and Releasing Class Members

understand that California Civil Code § 1542 states:

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.

6.6. Effect on Woods v. Google. The Named Plaintiffs’ Release and the

Settlement Class Members’ Release shall not be construed to bar the

Named Plaintiffs or the Settlement Class Members from pursuing the

claims alleged in the Second Amended Complaint (Dkt. No. 87) in Woods

v. Google, No. 5:11-cv-01263-EJD (N.D. Cal.).

6.7. Enforcement. The Named Plaintiffs’ Release and the Settlement Class

Members’ Release shall not bar a claim, complaint, action, or proceeding

for breach of this Settlement Agreement, for which the Court shall retain

jurisdiction to resolve and enforce.

— —27


7. Court Approval of the Settlement

7.1. Cooperation to Obtain Court Approval. The Parties will jointly take all

reasonable steps necessary to secure the Court’s approval of this

Settlement. Class Counsel will draft and file the motions for Preliminary

Approval and Final Approval. Defendant’s Counsel will be provided with

advance copies of these papers approximately one week prior to filing and

may join the motions or file separate briefs in support of Preliminary and

Final Approval of the Settlement.

7.2. Settlement Class. The Parties agree that, for purposes of this

Settlement, this Action should be certified and proceed as a class action

under Federal Rule of Civil Procedure 23(b)(3) for settlement purposes

only. Class Counsel shall serve as counsel for the Settlement Class.

7.3. Preliminary Approval. Within 30 days after the execution of this

Agreement, Plaintiffs, in consultation with Defendant, shall move the

Court for an order seeking:

(a) Certification of the Settlement Class and appointment of the

Class Representatives and Class Counsel;

(b) Preliminary Approval of the Settlement, approving the terms of

this Agreement as fair, reasonable, and adequate and in the best

interest of Settlement Class Members;

(c) Approval of the Notice, including the form, manner, and content

of the Direct Email Notice, Postcard Notice, Website Notice,

and, if necessary, Supplemental Digital Notice; and

(d) Placement of the Final Fairness Hearing on the Court’s calendar,

with the hearing being set approximately 120 days after entry of

Preliminary Approval, subject to the Court’s availability.

— —28


7.4. Final Approval. At least 14 days prior to the Final Fairness Hearing,

Plaintiffs, in consultation with Defendant, shall move the Court for the

Final Approval Order seeking:

(a) Final Approval of the Settlement, approving the terms of this

Settlement to be fair, reasonable, and adequate and in the best

interest of Settlement Class Members;

(b) A finding that the Notice complied with the Settlement

Agreement, all applicable law, and due process;

(c) Distribution of the Settlement Fund and approval of the

Settlement Payments and Residual Settlement Payments; and

(d) Dismissal of the action and entry of final judgment.

7.5. Effect If Settlement Not Approved. The Settlement Agreement is being

entered into for settlement purposes only. If the Court does not grant

Preliminary Approval, does not grant Final Approval, or if the Effective

Date does not occur, this Settlement Agreement will be deemed null and

void ab initio. In that event:

(a) The Preliminary Approval Order and the Final Approval Order,

to the extent they have been entered by the Court, will be vacated

by operation of law;

(b) The Parties will be restored to their respective positions

immediately preceding execution of the Agreement, and any

intervening Court rulings or decisions shall be vacated;

(c) No term or condition of the Agreement, or any draft thereof, or

any discussion, negotiation, documentation, or other part or

aspect of the Parties’ settlement discussions shall have any effect,

nor shall any such matter be admissible in evidence for any

purpose in the Action or any other proceeding;

— —29


(d) Google will retain all of its rights to object to the maintenance of

the Action as a class action.

7.6. Modifications Suggested by the Court. If the Court suggests any

modifications to the Agreement or conditions either Preliminary

Approval or Final Approval on modifications to the Agreement, the

Parties shall, working in good faith and consistent with the Agreement,

endeavor to cure any such deficiencies identified by the Court. However,

the Parties shall not be obligated to make any additions or modifications

to the Agreement that would affect the benefits provided to Settlement

Class Members, or the cost or burden on Defendant, the content or

extent of notices required to Settlement Class Members, or the scope of

any of the releases contemplated in this Agreement. If the Court orders

or proposes such additions or modifications, the Parties will each have

the right to terminate the Settlement Agreement within 7 days from the

date of the Court’s order or proposal. If either Party elects to terminate

the Settlement Agreement pursuant to this section, the Agreement will

be deemed null and void ab initio and the provisions of § 7.5 will apply.

7.7. Notwithstanding the foregoing, the Parties will not be entitled to

terminate this Settlement Agreement based on any order relating to Class

Counsel’s anticipated motion for a Fee and Expense Award, nor any

appeal from such order or reversal or modification thereof.

8. Class Counsel’s Fees and Expenses

8.1. Fee and Expense Award. Class Counsel will file a motion with the Court

seeking a portion of the Settlement Fund as payment of their reasonable

attorneys’ fees, as well as reimbursement of actual costs and expenses,

including experts and consultants, incurred in connection with

prosecuting this Action.

— —30


8.2. Disclosure of Amounts Sought. In its Motion for Preliminary Approval

of the Settlement and supporting papers, Class Counsel will provide the

maximum amount of the Settlement Fund it will seek from the Court as

attorneys’ fees, as well as the total amount of costs and expenses it will

seek reimbursement for. On or before the Notice Date, these amounts

will also be disclosed in the Settlement Notice and posted on the

Settlement Website.

8.3. Motion for Attorneys’ Fees and Costs. No later than 30 days after the

Notice Date and at least 30 days prior to the Objection and Exclusion

Deadline, Class Counsel will file a motion for award of attorneys’ fees

and expenses. Class Counsel’s motion for attorneys’ fees and expenses

will also be posted on the Settlement Website.

8.4. Timing of Payment. If awarded by the Court, the Fee and Expense

Award shall be payable from the Settlement Fund within 30 days after the

Final Approval Order, notwithstanding the existence of any Objections,

pending or forthcoming appeals, or collateral attack on the Settlement,

the Fee and Expense Award, or the Service Awards. At least 30 days

prior to payment of the Fee and Expense Award, Class Counsel shall

furnish Defendant’s Counsel with all necessary payment and routing

information to facilitate the transfer.

8.5. Clawback of Fee and Expense Award. If the Final Approval Order is

vacated, overturned, reversed, or rendered void or unenforceable as a

result of an appeal, or if the Settlement Agreement is voided, rescinded,

or otherwise terminated, then Class Counsel shall, within 30 days, repay

to Google the Fee and Expense Award it received plus interest Class

Counsel earned on that amount, if any.

8.6. Partial Repayment. If the Fee and Expense Award is reduced on appeal,

but all other terms of the Settlement Agreement remain in full effect,

Class Counsel shall only repay the portion of the Fee and Expense Award

— —31


by which it is reduced. This partial repayment of the Fee and Expense

Award shall be applied to the Net Settlement Fund and distributed in

accordance with the terms of this Settlement Agreement.

8.7. Promissory Note. As a condition precedent to Google’s obligation to pay

the Fee and Expense Award, Class Counsel shall deliver to Google’s

Counsel a promissory note executed by the law firm of Schubert

Jonckheer & Kolbe LLP, acknowledging and agreeing to its obligations

under this § 8 and agreeing to the jurisdiction of the Court for the

purpose of enforcing this § 8.

8.8. Distribution of Fee and Expense Award. Class Counsel shall have sole

responsibility and discretion to distribute the Fee and Expense Award to

any other attorney or law firm that may claim they are owed attorneys’

fees, costs, or expenses under the terms of this Settlement.

9. Service Awards

9.1. Generally. Class Counsel will seek Service Awards for each Class

Representative in consideration for their service during the course of the

Action and commensurate with their participation in the Action.

9.2. Amount of Service Awards. Any Service Awards are subject to the

approval of the Court and shall not exceed $5,000 per Class

Representative. Any such Service Awards are separate and apart from

any Settlement Payments the Class Representatives may receive as a

result of submitting Claims as Settlement Class Members.

9.3. Motion for Service Awards. Class Counsel will provide the specific

amounts it will seek in Service Awards for the Class Representatives at

the same time it files its motion for attorneys’ fees and expenses. This

motion will be filed no later than 30 days after Notice and at least 30 days

— —32


prior to the Objection and Exclusion Deadline. It will also be posted on

the Settlement Website.

9.4. No Condition of Support. Each Class Representative shall receive any

Service Award they are awarded by the Court, irrespective of whether

they support the terms of the Settlement.

9.5. Payment of Service Awards. If awarded by the Court, the Service

Awards shall be payable from the Settlement Fund within 30 days after

the Effective Date of the Settlement. At least 30 days prior to payment of

the Service Awards, Class Counsel shall furnish Defendant’s Counsel

with all necessary payment, routing, and tax information for the Class

Representatives to facilitate the transfer.

10.Miscellaneous Terms

10.1. Construction and Interpretation. The following additional terms shall

govern the construction and interpretation of this Agreement.

10.1.1. Knowledge and Advice of Counsel. Each Party enters into the

Settlement Agreement with the opportunity to seek the advice of

counsel and executes and delivers the Settlement Agreement

being fully informed as to its terms, content, and effect.

10.1.2. Entire Agreement. The Agreement and attached exhibits sets

forth all terms agreed to by the Parties and supersedes all previous

or contemporaneous agreements between the parties relating to

its subject matter. In entering into the Settlement Agreement, no

Party has relied on, and neither party will have any right or

remedy based on, any statement, representation or warranty,

whether made negligently or innocently, except those expressly

set forth in the Agreement.

— —33


10.1.3. No Construction Against Any Party. The terms of the

Settlement Agreement have been negotiated at arm’s-length

among knowledgeable parties represented by experienced

counsel. The Parties agree that the normal rule of construction

that any ambiguity in a document is construed against the drafting

party shall not apply to the interpretation or enforcement of the

Settlement Agreement, as the Parties each participated in the

drafting of the Settlement Agreement.

10.1.4. Headings and Captions. The headings and captions of sections

in the Settlement Agreement are inserted for convenience,

reference, and identification purposes only, and shall not control,

define, limit, or affect any provisions of the Agreement.

10.1.5. Severability. If any term or part of a term of the Settlement

Agreement is found to be invalid, illegal, or unenforceable, the

rest of the Agreement will remain in effect.

10.2. Specific Prohibitions. The following specific prohibitions shall apply to

the Settlement Agreement as follows:

10.2.1. No Assignment. The Settlement Agreement, including any of

the rights and duties of each Party under the Agreement, may not

be assigned without prior written approval by the other Party.

10.2.2. No Waiver. Neither Party will be treated as having waived any

rights or privileges, including attorney-client privilege, as the

result of the Settlement Agreement. Additionally, a waiver of any

breach of the Settlement Agreement by any Party shall not be

deemed to be a waiver by any Party of any other breach of the

Agreement.

10.2.3. No Third-Party Beneficiaries. The Settlement Agreement does

not confer any benefits on any third party.

— —34


10.3. Execution in Counterparts. The Parties may execute the Settlement

Agreement in counterparts, including PDF, facsimile, and any other

electronic means, which, taken together, will constitute one instrument.

10.4. Amendments. Any amendment must be in writing, signed by Class

Counsel and Defendant’s Counsel, and expressly state that it is amending

the Settlement Agreement.

10.5. Governing Law. All claims arising out of or relating to the Settlement

Agreement will be governed by the laws of the State of California,

without regard to, or application of, California's conflict of law rules.

10.6. Enforcement and Jurisdiction. The Court shall retain exclusive

jurisdiction to enforce, interpret, and implement the Settlement

Agreement, including any alleged violations, any disputes, and theterms of any order entered pursuant to this Agreement.

— —35


SIGNATORIES

IN WITNESS WHEREOF, each of the Parties hereto has reviewed and

approved this Agreement and has caused this Agreement to be executed on its

behalf by its duly authorized counsel of record or representative.

PLAINTIFFS PULASKI &MIDDLEMAN LLCM JIT PACKAGING INC.; RK WEs'r,

INC. RICHARD OESTERLING~ INDIVIDUALLY AND ON BEHALF OF THE CLASS

AGREED TO:

SCHUBERT JONCKHEER & KOLBE LLP

BY NOAH M. SCHUB~RT

DATE:

Class Counsel, as authorized and on behalf of Plaintiffs Pulaski ~

Middleman, LLC; JIT Packaging, Inc.; RK West, Inc.; and Richard

Oesterling, Individually and on Behalf of the Class

DEFENDANT GOGGLE INC.

AGREED TO: ~ DATE: ~P'~ ' Z 3 / Z ~ ~ ~

COOLEY LL

BY WHITTY SOMVICHIAN

Attorneys for Defendant Google Inc., as authorized and on behalf of

Defendant Google Inc.

—36—

Feb. 23, 2017


EXHIBITS

— —37

EXHIBITS


A. Notice Plan

— —38

Exhibit A Notice Plan


© Analytics Consulting LLC 2017

i

Table of Contents I. Introduction............................................................................................................................. 1

A. Our History ......................................................................................................................... 1 B. Why Analytics? .................................................................................................................. 1 C. Outsourcing/Off Shore ....................................................................................................... 3 D. Notice Expert and Testimony Regarding Notice Procedures ............................................. 3 E. Data Security Measures and Certification/Compliance Standards ..................................... 4

II. Class Notification ................................................................................................................... 5 III. Supplemental Digital Notice ................................................................................................... 6

A. Developing a Supplemental Digital Notice Plan ................................................................ 6 B. Digital Banner Advertisements .......................................................................................... 6

IV. Supporting Class Members ..................................................................................................... 7 A. Website ............................................................................................................................... 7 B. Contact Center .................................................................................................................... 9



1

I. Introduction

A. Our History For over forty years, Analytics has been one of the nation’s leading experts on the design and implementation of legal notice campaigns and class action settlements. Established in 1974, our consulting practice focuses on class action and mass tort litigation, and is dedicated to meeting the needs of our clients and parties that they represent. Our experience covers the full range of class action and mass tort litigation, including antitrust, building products, consumer fraud, racial and sexual discrimination, insurance, privacy, securities, and truth-in-lending litigation. We have administered settlements ranging in size from less than 100 to more than 40 million known class members, including one of the largest mailed-notice campaigns in history. Our clients include plaintiff and defense firms as well as Federal agencies tasked with consumer and investor protection. Since 1998, Analytics has been retained by the Federal Trade Commission to provide expert consulting and administration services regarding notice and disbursements in their consumer settlements. Recently, we were awarded another 5-year contract with the FTC, as well as multi-year contracts with both the Securities and Exchange Commission and the Department of Justice to consult on and administer their victim distribution funds. Our most recent Department of Justice evaluation succinctly summarizes what Analytics brings to each engagement:

QUALITY: [Analytics] consistently provides high quality deliverables that are accurate and meet the requirements of the contract. They provided invaluable insight to forfeiture claims for victims. MANAGEMENT: [Analytics] has highly competent key personnel that developed a great working relationship with [the Department of Justice], which contributed to a successful planningand quality documentation needed for claims support services.

B. Why Analytics? In a market increasingly characterized by consolidation and private equity/hedge fund ownership of consulting firms, there are a number of qualities that distinguish Analytics as a notice and claims administrator:

x EXPERTS IN CLASS ACTION NOTICE AND SETTLEMENT ADMINISTRATION. Our management team includes experts in law, economics, and e-commerce, and averages more than a decade’s worth of class action notice and settlement administration experience each. The unique perspective this team brings gives us the ability to meet the challenges of modern legal notice and claims administration.

x PERSONALIZED SERVICE FOR CLIENTS AND CLASS MEMBERS We

understand that every engagement is personal: personal to the lawyers who litigated the



2

matter and personal to the class members who participate in the settlement process. For clients, we provide a single point of contact that oversees and coordinates all aspects of each engagement. For class members – we provide the administration support they need in the mode best suited to their lifestyle.

x WE’RE OBSESSIVE ABOUT THE DETAILS. Our processes are based upon decades

of experience and detailed planning. For each engagement, project plans result in defined deliverables as well as measured and transparent results.

x WE ARE E-COMMERCE AND TECHNOLOGY EXPERTS. We are committed to

investments in technology to improve the administration process for clients and class members. From applications tested to withstand surges in claimant interest, to websites designed for smartphones that encourage participation; our systems are designed to meet the needs of modern notice and claims administration.

x WE HAVE NO CONFLICTS. We have no conflicts of interest that could compromise

our services or undermine the trust of the parties. Due to our closely held nature, Analytics has never had a conflict of interest, however remote, in any matter that we’ve assisted in administering.

x WE NEVER OUTSOURCE. All consulting services are performed in house, and we do

not offshore any portion of our administration work. This provides us with greater control over our work product and tighter data security for our clients.

In addition to a single point of contact for each engagement, we provide an unmatched level of access to senior management (all of whom are actively involved with every case we administer). Our management team has regular and direct contact with all employees, from the mailroom, processing staff and customer service representatives working directly with class members, to IT and accounting departments. While your dedicated Project Manager is available at your convenience, you can also contact any of us at any time:

Name Title Office Cell Richard Simmons President 952.404.5703 952.239.1500 Lisa Schmidt-Simmons Chief Executive Officer 952.404.5762 952.239.1217 Christian J. Clapp Vice President/General Counsel 952.404.5718 612.242.5559 Caroline Barazesh Director/Senior Project Manager 952.404.5709 952.388.4280



3

C. Outsourcing/Off Shore No portion of this engagement will be outsourced to third parties. No work will be conducted offshore. All work will be performed in our headquarters facility in Minneapolis by staff who have passed a comprehensive Department of Justice background check.

D. Notice Expert and Testimony Regarding Notice Procedures State and Federal Courts, the Department of Justice, the Federal Trade Commission, and the Securities and Exchange Commission have all recognized Analytics (and members of the executive team) as experts regarding class notification and notice procedures. Significantly, we have:

x testified regarding the adequacy of notice procedures in direct notice cases; x testified regarding the adequacy of published notice plans; x been appointed as a Distribution Fund Administrator by the Securities and Exchange

Commission tasked with developing Distribution Plans for court approval; x been retained as an expert by the Federal Trade Commission to testify regarding the

effectiveness of competing notice plans and procedures. Additionally,

x In 2011, Mr. Simmons was a panelist at the Federal Judicial Center’s workshop/meeting regarding class action notice and settlement administration.

x In 2014, we were interviewed by the Consumer Financial Protection Bureau regarding notice and claims administration in class action litigation as part of their study on arbitration and consumer class litigation waivers.

x In 2016, we worked with the Federal Trade Commission’s Class Action Notice Project to design and test alternate forms of notice.

x In 2017, we were asked to assist the Duke Law Center for Judicial Studies in developing best practices governing notice by electronic means in class action settlements.

Attached is a biography for Richard Simmons, Analytics’ president and principal consultant with respect to notification issues. This biography identifies matters in which Analytics testified as to the adequacy of published notice, including quotes from relevant orders. This does not include the hundreds of instances where we testified as to notice procedures employed by Analytics so that a court could have a basis for a ruling regarding the adequacy of notice. These cases are reflected in the Partial List of Class Action Consulting Experience that accompanies the biography.



4

E. Data Security Measures and Certification/Compliance Standards In light of uncertainty and marketing representations made regarding the “alphabet soup” of information security standards (HIPAA, ISO 27001, NIST, PCI/DSS, SAS70, SOC2, SSAE16, for example), Analytics chose to implement the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework released in 2014. This Framework embodies best practices from the various bodies and can be mapped directly to any of these standards1. It requires us to conduct a risk assessment regarding the data that we maintain (be it credit card data, health, or financial information), develop a System Security Plan to address those risks, and then continuously test our compliance with that plan. Within this standard – also in NIST Publication 800-53 (Security and Privacy Controls for Federal Information Systems and Organizations) - there are various tiers of commitments to information security. After consultation with the Federal Trade Commission (the agency charged with enforcing data privacy), we chose to implement one of the highest standards – “FISMA” Moderate2 (meeting the information security requirements for the top 10% of Federal systems). We hold a FISMA-moderate authority to operate from the Federal Trade Commission, which has been accepted by the Department of Justice and the Securities and Exchange Commission. Highlights of Analytics’ information security plan include:

x A comprehensive, written Information Security Plan designed to comply with applicable state and Federal laws and to ensure the confidentiality, integrity, and availability of client data.

x A dedicated information security team, including an Information Technology Security officer, with specific responsibility of implementing and overseeing the Information Security Plan.

x An on-site 3,000 square foot enterprise grade Tier III data center. x Analytics’ online claims systems are regularly scanned by the Department of Homeland

Security to ensure data confidentiality. x All Analytics personnel who have full access to client data have undergone

comprehensive background checks for the Department of Justice and the Federal Trade Commission.

x Periodic evaluations of the implementation of Analytics’ Information Security Plan, including:

o Annual reviews by the Federal Trade Commission, the Department of Justice, and other external auditors.

o Information security audits from external clients such as ING.

1 For example, SOC2 compliance does not indicate NIST compliance, but NIST compliance at the level that Analytics maintains indicates full SOC2 compliance. 2 FISMA is the acronym for the Federal Information Security Management Act of 2002 that established the initial NIST authority and framework.



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II. Class Notification

Consistent with the above, we propose that class members be informed of the litigation via the following notice protocol: x Direct Notification

o Direct Email Notice � Emailed notification (“Email Notice”) to the email address listed in the

Settlement Class Member’s AdWords profile.. x Email Notices would be sent over a 10 day period to maximize

deliverability. � For Email Notices that Analytics can reasonably determine were not opened,

one additional Email Notice will be sent. o Supplemental Postcard Notice

� Within 14 days following the completion of the Email Notice Campaign, Analytics will mail supplemental Postcard Notice to all Settlement Class Members whose Email Notices bounced or were delivered but not opened.

x The Postcard Notice will be mailed to the address listed in the Settlement Class Member’s AdWords billing profile.

x Earned Media o Nationwide press release via PR Newswire’s US1 distribution to more than 7,000

traditional media outlets (print, TV, and radio) and 5,700 online outlets. x Supplemental Digital Notice

o In the event that Analytics determines that less than 70% of the Settlement Class is contacted (“reached”) through dissemination of the Direct Email Notice, the Supplemental Postcard Notice, the Website Notice, and the Press Release, Analytics will provide Supplemental Digital Notice to Settlement Class Members.

� The Supplemental Digital Notice, if required, will include digital advertisements using programmatic purchasing via The Trade Desk.

o Supplemental Digital Notice will rely upon e-commerce best practices. � A/B testing of class notices to ensure that advertisements (in content and

format) are not biased to minimize response � Dynamic optimization of notice placement within target audiences to ensure

that Settlement Class Members see the notice on properties where they are likely to respond.

We anticipate that this will provide direct notice to the vast majority of the Settlement Class as well as targeted publication notice in instances where Settlement Class Member information is unavailable. This notice protocol is consistent with other effective court-approved notice programs, is designed to meet due process requirements, and meets the notification criteria identified in the Federal Judicial Center’s (FJC) Judges’ Class Action Notice and Claims Process Checklist and Plain Language Guide (the FJC Checklist).



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III. Supplemental Digital Notice

As noted above, in the event that Analytics determines that less than 70% of the Settlement Class is contacted (“reached”) through dissemination of the Direct Email Notice, the Supplemental Postcard Notice, the Website Notice, and the Press Release, Analytics will provide Supplemental Digital Notice to Settlement Class Members.

A. Developing a Supplemental Digital Notice Plan To design an effective supplemental digital notice campaign, Analytics will analyze the attributes and the media consumption habits of the potential Settlement Class Members to select the media opportunities offering the greatest reach in the most effective manner possible. Based upon available information, we anticipate that we will rely on data made available by the nationally syndicated media research bureaus and comScore. comScore (“comScore, December 2015 (PlanMetrix R/F)) is a global Internet information provider on which advertising agencies rely for behavior insight and Internet usage data. comScore has products allowing media planners to both identify websites that its target audience is most likely to be viewing as well as develop a reach report for their advertising schedule. comScore uses proprietary; complex mathematical calculations to factor and calculate total net reach for an advertising schedule that eliminates duplication between websites – or counting people more than once.

B. Digital Banner Advertisements The scope of a Supplemental Digital Notice campaign is unknown and will be a function of the performance of the Email and Supplemental Postcard Notice campaigns. Targeted banner display ads will be in standard sizes, and will appear on strategically selected sites targeting Settlement Class Members as they access the Internet. Sample banner advertisements (subject to approval from the Parties) are as follows:



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In order to maximize the efficiency of the Supplemental Digital Notice campaign, Analytics’ relies upon a number of digital campaign management tools including:

x A/B Testing of Notices. Different versions of a digital notice can have different response rates. In practice, we have seen some advertisements perform 60% better than others. Changing ad sizes, word selection, and including a court logo on the advertisement are all examples changes that influence change response rates and engagement.

x Dynamic Optimization. It is now possible to not only target specific demographic groups, but also to optimize the placement of the advertisement with respect to the sites and content with which they appear.

IV. Supporting Class Members

Systems and processes to answer Settlement Class Member questions and provide them with additional information about the litigation will be available prior to distribution of the Notice.

A. Website The design of the litigation support website (here proposed to be www.AdWordsClassAction.com) is a critical link in the notice process. Too often, upon visiting a website supporting a notice program, the class member is greeted with a “wall of text” derived from the preamble to the class notice. Somewhere on the page, there is a text link or menu item in the same color as every other link to “Register Me” or “File a Claim”. On average, 55% of visitors spend less than 15 seconds actively on a page3, consequently, they likely leave the page without realizing the importance of the information. For this reason, we deploy websites that are designed around e-commerce best practices rather than a purely informational portal of text and minimal graphics. Calls to action are in a color scheme outside of the web pages, and navigation is streamlined to simplify the class member experience. All of the information that a class member needs is contained on the website, in a format that is intuitive and easy to access:

3 Source: What You Think You Know About the Web Is Wrong, http://time.com/12933/what-you-think-you-know-about-the-web-is-wrong/, Last Accessed February 26, 2016.



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This site would provide:

x general information concerning deadlines exclusion requests and the dates of relevant Court proceedings (main page);

x the toll-free phone number (if any) for questions regarding the litigation (main page); and, x electronic copies of a Long Form Notice and relevant court filings (prominent link off main

page).



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B. Contact Center In a world where consumers expect 24/7 availability, we are committed to providing class members the support that they need, when and how they need it. Each engagement is staffed with dedicated agents and supported by an enterprise grade call center infrastructure that integrates calls, emails, and online chat into a single platform:

x Interactive Voice Response: Calls are initially routed to an automated system that answers to 90% of callers questions. We monitor caller selections to optimize class member experience. If they request to speak to an agent, and hold times are above average, callers can request a return call rather than remain on hold. When requested, voice recognition in multiple languages is available.

x Call Center Agents (If Requested): Calls are routed based on skill sets to agents that are trained on the specific engagement. Agents have access to online scripts (approved by our clients) that provide them with answers frequently asked questions. Inquiries not covered by the script can be immediately queued to a supervisor, and then on to the client if appropriate. We also have Spanish speaking live agents and can accommodate other languages upon request.

x Email: Each email is routed to ticketing systems and immediately acknowledged. Class members know that we’ve received their inquiry, and we track and report on the response to every email. Where possible, responses are standardized, ensuring that class members receive correct, client approved answers to all of their questions.

Every call center agent receives training regarding Analytics’ applications, policies, and procedures. This training includes matter specific information as well as customer service oriented training to ensure that the answers to callers’ questions are delivered in a conversational, plain-English manner. Call center agents are monitored and coached on an ongoing basis to ensure that consistent messages are delivered regarding each litigation.


Exhibit B: Biography and Firm Resume


Richard W. Simmons

BIOGRAPHY

Richard W. Simmons is the President of Analytics Consulting LLC1. Mr. Simmons joined Analytics in 1990, and has more than 26 years of experience developing and implementing class action communications and settlement programs in more than 1,000 separate settlements. Mr. Simmons’ first legal notice consulting engagement was the Schwan’s Salmonella Litigation settlement (In Re: Salmonella Litigation, Case No. 94-cv-016304 (D. Minn.)). Since then, he has:

• Developed and implemented notice campaigns ranging in size up to 45 million known class members (and 180 million unknown class members);

• Testified regarding legal notice in building products, civil rights, consumer products, environmental pollution, privacy, and securities litigation settlements;

• Managed claims processes for settlement funds ranging up to $1 billion in value. As part of Analytics’ ongoing class action notice consulting practice, Mr. Simmons has:

• testified regarding the adequacy of notice procedures in direct notice cases (including the development of class member databases);

• testified regarding the adequacy of published notice plans; • been appointed as a Distribution Fund Administrator by the Securities and Exchange

Commission tasked with developing Distribution Plans for court approval; • been retained as an expert by the Federal Trade Commission to testify regarding the

effectiveness of competing notice plans and procedures In addition to his class action consulting work, Mr. Simmons has taught a college course in antitrust economics, was a guest lecturer at the University of Minnesota Law School on issues of statistical and economic analysis, was a charter member of the American Academy of Economic and Financial Experts, and was a former referee for the Journal of Legal Economics (reviewing and critiquing peer reviewed articles on the application of economic and statistical analysis to legal issues). Mr. Simmons is a published author on the subject of damage analysis in Rule 10b-5 securities litigation. Mr. Simmons graduated from St. Olaf College with a B.A. in Economics, pursued a PhD. in Applied Economics (with a concentration on consumer/behavioral economics) at the University of Minnesota2, and has received formal media planning training from New York University. 1In October 2013, Analytics Consulting LLC acquired Analytics Incorporated (d/b/a BMC Group Class Action Services (“BMC Group”)). I was formerly the President/Managing Director of BMC Group. References to Analytics herein include the prior legal entities.2Mr. Simmons suspended work on his dissertation to acquire and manage Analytics.


APPLICATION OF TECHNOLOGY TO CLASS ACTION SETTLEMENTS Mr. Simmons has been a visionary in the application of the Internet to class action notice campaigns and the management of settlements:

• In 1995, Mr. Simmons was the first in the nation to support class action settlements with an online presence, that included the ability to check online, the status of their claims.

• In 2000, Mr. Simmons invented online claims submission in class action litigation, filing a patent application governing “Method and system for assembling databases in multiple-party proceedings” US20010034731 A1.

• In 2002, Mr. Simmons established an online clearinghouse for class action settlements that provided the public with information regarding class action settlements and provided them with the ability to register for notification of new settlements. This clearinghouse received national press attention as a resource for class action settlements.

• From 2003 through 2013, Analytics’ incremental changes in Internet support included class member verification of eligibility, locater services that identified retail outlets that sold contaminated products, secure document repositories, and multi-language support.

• In 2014, Mr. Simmons was the first to utilize and testify regarding product based targeting in an online legal notice campaign

• In 2014, Analytics, under Mr. Simmons’ leadership, released the first class action settlement support site developed under e-commerce best practices.

SPEAKER/EXPERT PANELIST/PRESENTER

Mr. Simmons has presented to panels of judges and lawyers on issues regarding class notice, claims processing, and disbursement:

• Mr. Simmons served as a panelist for the Francis McGovern Conferences on “Distribution of Securities Litigation Settlements: Improving the Process”, at which regulators, judges, custodians, academics, practitioners and claims administrators participated.

• In 2011, Mr. Simmons was a panelist at the Federal Judicial Center’s workshop/meetings regarding class action notice and settlement administration.

• In 2014, Mr. Simmons was invited to be interviewed by the Consumer Financial Protection Bureau as an expert on notice and claims administration in class action litigation as part of their study on arbitration and consumer class litigation waivers

• In 2016, Mr. Simmons presented results of research regarding the impact of forms of notice on fund participation rates to the Federal Trade Commission.

Mr. Simmons’ speaking engagements regarding class notice include:

• Class Action Administration: Data and Technology, presented by Richard Simmons, Harris Martin Target Data Breach Conference in San Diego (2014);


• Developments in Legal Notice, accredited CLE Program, presented by Richard Simmons and Christian Clapp at at Susman Godfrey in Dallas (2014)

• Developments in Legal Notice, accredited CLE Program, presented by Richard Simmons and Christian Clapp at Shook Hardy & Bacon, LLP in Kansas City (2013),

• Developments in Legal Notice, accredited CLE Program, presented by Richard Simmons and Christian Clapp at Halunen & Associates in Minneapolis (2013),

• Class Actions 101: Best Practices and Potential Pitfalls in Providing Class Notice, CLE Program, presented by Brian Christensen, Gina Intrepido, and Richard Simmons, to the Kansas Bar Association (March 2009).

Mr. Simmons’ writings regarding class notice include:

• Co-Author with Christian Clapp, Crafting Digital Class Notices That Actually Provide Notice - Law360.com, New York (March 10, 2016).

JUDICIAL COMMENTS AND LEGAL NOTICE CASES In evaluating the adequacy and effectiveness of Mr. Simmons’ notice campaigns, courts have repeatedly recognized Mr. Simmons’ work. The following excerpts provide recent examples of such judicial approval in matters where the primary issue was the provision of class notice. Judge Edward J. Davila, In re: Google Referrer Header Privacy Litigation (March 31,2015),10-04809(N.D.CA):

Onthe issueofappropriatenotice, thecourtpreviouslyrecognizedtheuniquenessoftheclassassertedinthiscase,sinceitcouldpotentiallycovermostinternetusersintheUnitedStates.Onthatground,thecourtapprovedtheproposednoticeplaninvolvingfour media channels: (1) internet-based notice using paid banner ads targeted atpotentialclassmembers(inEnglishandinSpanishonSpanish-languagewebsites);(2)notice via “earned media” or, in other words, through articles in the press; (3) awebsitedecidedsolely to thesettlement (inEnglishandSpanishversions);and(4)atoll-free telephone number where classmembers can obtain additional informationandrequestaclassnotice.Inaddition,thecourtapprovedthecontentandappearanceoftheclassnoticeandrelatedformsasconsistentwithRule23(c)(2)(B).Thecourtagain finds that thenoticeplanandclassnoticesareconsistentwithRule23,andthattheplanhasbeenfullyandproperlyimplementedbythepartiesandtheclassadministrator.


JudgeTerrenceF.McVerry,Kobylanski,etal.v.MotorolaMobility,Inc.,etal.(October9,2014),13-01181(W.D.PA):

TheCourt findsthatthedistributionof theNoticetoClassMembersRe:PendencyofClass Action, as provided for in the Order Granting Preliminary Approval for theSettlement, constituted the best notice practicable under the circumstances to allPersonswithinthedefinitionoftheClassandfullymettherequirementsofdueprocessundertheUnitedStatesConstitution.

Judge Marco Roldan,Mary Plubell v. Merck & Co (March 15, 2013), 04CV235817-01(JacksonCounty,MO):

Under the circumstances, the notice this Settlement provided to Class Members inaccordancewiththeNoticeOrderwasthebestnoticepracticabletheproceedingsandmatterssetforththerein,includingtheproposedSettlement,toallPersonsentitledtosuchnotice,andsaidnoticefullysatisfiedtherequirementsdueprocessandMissourilaw.

JudgeJamesP.Kleinberg,JanetSkold,etal.v.IntelCorporation,etal. (March14,2013)05-CV-039231(CountyofSantaClara,CA):

The Court finds that Plaintiff’s proposed Notice plan has a reasonable chance ofreachingasubstantialpercentageofclassmembers.

JudgeThomasN.O’Neill,Jr.,InRe:CertainTeedFiberCementSidingLitigation(March20,2014),MDLDocketNo.2270(E.D.PA):

Settlementclassmemberswereprovidedwithnoticeofthesettlementinthemannerandformsetforthinthesettlementagreement…Noticewasalsoprovidedtopertinentstateandfederalofficials…Thenoticeplanwasreasonablycalculatedtogiveactualnotice to settlement class members of their right to receive benefits from thesettlementortobeexcludedfromthesettlementorobjecttothesettlement.ThenoticeplanmettherequirementsofRule23anddueprocess.

Judge Robert G. Gettleman, In Re Aftermarket Filters Antitrust Litigation (October 25,2012),MDLDocketNo.1957(N.D.IL):

DueandadequatenoticeoftheSettlementwasprovidedtotheClass…Themannerofgivingnoticeprovided in this case fully satisfies the requirementsofFederalRuleofCivilProcedure23anddueprocess,constitutes thebestnoticepracticableunderthecircumstances,andconstituteddueandsufficientnoticetoallpersonsentitledthereto.A full and fair opportunity was provided to the members of the Class to be heardregardingtheSettlements


JudgeJ.PhilGilbert,Greenville IL,etal.v.SyngentaCropProtection, Inc.etal.(October23,2012),10-00188(S.D.IL):

The Notice provided to the Class fully complied with Rule 23, was the best noticepracticable, satisfied all constitutional due process requirements, and provides theCourtwithjurisdictionovertheClassMembers.Eisenv.CarlisleandJacquelin,417U.S.156,177-78(1974);PhillipsPetroleumv.Shutts,472U.S.797(1985).


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Partial List of Legal Notification and Settlement Administration Experience

All Star Carts and Vehicles, Inc., et al. v. BFI Canada Income Fund, et al.Antitrust08-CV-1816 (E.D. NY)

In Re: Aftermarket Filters Antitrust LitigationNo. 1:08-cv-4883, MDL No. 1957 (N.D. Ill.)

In Re: Aluminum Phosphide Antitrust LitigationCase No. 93-cv-2452 (D. Kan.)

In Re: Beef Antitrust LitigationMDL No. 248 (N.D. Tex.)

In Re: Bromine Antitrust LitigationMDL No. 1310 (S.D. Ind.)

In Re: Industrial Silicon Antitrust LitigationCase No. 95-cv-2104 (W.D. Pa.)

In Re: Workers Compensation Insurance Antitrust LitigationCase No. 4:85-cv-1166 (D. Minn.)

Red Eagle Resources Corporation, Inc., et al. v. Baker Hughes Inc., et al.Case No. 91-cv-627 (S.D. Tex.)

Rob'n I, Inc., et al. v. Uniform Code Counsel, Inc.Case No. 03-cv-203796-1 (Spokane County, Wash.)

Sarah F. Hall d/b/a Travel Specialist, et al. v. United Airlines, Inc., et al.Case No. 7:00-cv-123-BR(1) (E.D. S.C.)

American Golf Schools, LLC, et al. v. EFS National Bank, et al.BusinessCase No. 00-cv-005208 (D. Tenn.)

AVR, Inc. and Amidon Graphics v. Churchill Truck LinesCase No. 4:96-cv-401 (D. Minn.)

Buchanan v. Discovery Health Records SolutionsCase No. 13-015968-CA 25 (Miami Dade County, FL)

Buchanan v. Discovery Health Records SolutionsCase No. 13-015968-CA 25 (Miami Dade County)

Do Right's Plant Growers, et al. v. RSM EquiCo, Inc., et al.Case No. 06-CC-00137 (Orange County, Cal.)

F.T.C. v. Ameritel Payphone DistributorsCase No. 00-cv-514 (S.D. Fla.)

F.T.C. v. Datacom Marketing, Inc.Case No. 06-cv-2574 (N.D. Ill.)


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F.T.C. v. Davison & Associates, Inc.BusinessCase No. 97-cv-01278 (W.D. Pa.)

F.T.C. v. Fidelity ATM, Inc.Case No. 06-cv-81101 (S.D. Fla.)

F.T.C. v. Financial Resources Unlimited, Inc.Case No. 03-cv-8864 (N.D. Ill.)

F.T.C. v. First American Payment Processing Inc.Case No. 04-cv-0074 (D. Ariz.)

F.T.C. v. Group C Marketing, Inc.Case No. 06-cv-6019 (C.D. Cal.)

F.T.C. v. Jordan Ashley, Inc.Case No. 09-cv-23507 (S.D. Fla.)

F.T.C. v. Medical Billers Network, Inc.Case No. 05-cv-2014 (S.D. N.Y.)

F.T.C. v. Minuteman Press Int’lCase No. 93-cv-2496 (E.D. N.Y.)

F.T.C. v. Netfran Development CorpCase No. 05-cv-22223 (S.D. Fla.)

F.T.C. v. USA Beverages, IncCase No. 05-cv-61682 (S.D. Fla.)

Garcia, et al. v. Allergan, Inc.11-CV-9811 (C.D. CA)

Law Offices of Henry E. Gare, P.A., et al. v. Healthport Technologies, LLNo. 16-2011-CA-010202 (Duval County, FL)

Number Queen, Ltd. et al. v. Redgear Technologies, Inc. et al.Case No. 14-0064 (W.D. MO)

Physicians of Winter Haven LLC v. STERIS Corp.Case No. 1:10-cv-00264 (N.D. Ohio)

Sue Ramirez et al. v. Smart Professional Photocopy CorporationNo. 01-L-385 (Peoria County, IL)

Todd Tompkins, Doug Daug and Timothy Nelson v. BASF Corporation, eCase No. 96-cv-59 (D. N.D.)

United States of America v. $1,802,651.56 in Funds Seized from E-BulliCase No. 09-cv-01731 (C.D. Cal.)


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Waxler Transportation Company, Inc. v. Trinity Marine Products, Inc., eBusinessCase No. 08-cv-01363 (E.D. La.)

Bentley v. Sheriff of Essex CountyCivil RightsCase No. 11-01907 (Essex County, MA)

Cazenave, et al. v. Sheriff Charles C. Foti, Jr., et al.Case No. 00-cv-1246 (E.D. La.)

Garcia, et al v. Metro Gang Strike Force, et al.Case No. 09-cv-01996 (D. Minn.)

Gregory Garvey, Sr., et al. v. Frederick B. MacDonald & Forbes Byron3:07-cv-30049 (S.D. Mass.)

McCain, et al. v. Bloomberg, et al.Case No. 41023/83 (New York)

Nancy Zamarron, et al. v. City of Siloam Springs, et al.Case No. 08-cv-5166 (W.D. Ark.)

Nathan Tyler, et al. v. Suffolk County, et al.Case No. 1:06-cv-11354 (S.D. Mass.)

Nilsen v. York County Case No. 02-cv-212 (D. Me.)

Richard S. Souza et al. v. Sheriff Thomas M. Hodgson2002-0870 BRCV (Superior Ct., Mass.)

Travis Brecher, et al. v. St. Croix County, Wisconsin, et al.Case No. 02-cv-0450-C (W.D. Wisc.)

Andrew J. Hudak, et al. v. United Companies Lending CorporationConsumerCase No. 334659 (Cuyahoga County, Ohio)

Angela Doss, et al. v. Glenn Daniels CorporationCase No. 02-cv-0787 (E.D. Ill.)

Angell v. Skechers Canada8562-12 (Montreal, Quebec)

Anthony Talalai, et al. v. Cooper Tire & Rubber CompanyCase No. L-008830-00-MT (Middlesex County, NJ)

Arnett v. Bank of America, N.A.No. 3:11-CV-01372-SI (D. OR)

Ballard, et al. v. A A Check Cashiers, Inc., et al.Case No. 01-cv-351 (Washingotn County, Ark.)


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Belinda Peterson, et al. v. H & R Block Tax Services, Inc.ConsumerCase No. 95-CH-2389 (Cook County, Ill.)

Boland v. Consolidated Multiple Listing Service, Inc.Case No. 3:19-cv-01335-SB (D. SC)

Caprarola, et al. v. Helxberg Diamond Shops, Inc.Case No. 13-06493 (N.D. IL)

Carideo et al. v. Dell, Inc.Case No. 06-cv-1772 (W.D. Wash.)

Carnegie v. Household International, Inc.No. 98-C-2178 (N.D. Ill.)

Clair Loewy v. Live Nation Worldwide Inc.Case No. 11-cv-04872 (N.D. Ill.)

Clements, et al. v. JPMorgan Chase Bank, N.A., et al.No. 3:12-cv-02179-JCS (N.D. CA)

Conradie v. Caliber Home LoansCase No. 4:14-cv-00430 (S.D. IA)

Covey, et al. v. American Safety Council, Inc.2010-CA-009781-0 (Orange County, FL)

Cummins, et al. v. H&R Block, et al.Case No. 03-C-134 (Kanawha County, W.V.)

David and Laurie Seeger, et al. v. Global Fitness Holdings, LLCNo. 09-CI-3094, (Boone Circuit Court, Boone County, Ky.)

Don C. Lundell, et al. v. Dell, Inc.Case No. 05-cv-03970 (N.D. Cal.)

Duffy v. Security Pacific Autmotive Financial Services Corp., et al.Case No. 3:93-cv-00729 (S.D. Cal.)

Edward Hawley, et al. v. American Pioneer Title Insurance Company No. CA CE 03-016234 (Broward County, Fla.)

Evans, et al. v. Linden Research, Inc., et al.Case No. 4:11-cv-1078-DMR (N.D. CA)

F.T.C. and The People of the State of New York v. UrbanQCase No. 03-cv-33147 (E.D. N.Y.)

F.T.C. v. 1st Beneficial Credit Services LLCCase No. 02-cv-1591 (N.D. Ohio)


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F.T.C. v. 9094-5114 Quebec, Inc.ConsumerCase No. 03-cv-7486 (N.D. Ill.)

F.T.C. v. Ace Group, Inc.Case No. 08-cv-61686 (S.D. Fla.)

F.T.C. v. Affordable Media LLCCase No. 98-cv-669 (D. Nev.)

F.T.C. v. AmeraPress, Inc.Case No. 98-cv-0143 (N.D. Tex.)

F.T.C. v. American Bartending Institute, Inc., et al.Case No. 05-cv-5261 (C.D. Cal.)

F.T.C. v. American International Travel Services Inc.Case No. 99-cv-6943 (S.D. Fla.)

F.T.C. v. Bigsmart.com, L.L.C., et al.Case No. 01-cv-466 (D. Ariz.)

F.T.C. v. Call Center Express Corp.Case No. 04-cv-22289 (S.D. Fla.)

F.T.C. v. Capital Acquistions and Management Corp.Case No. 04-cv-50147 (N.D. Ill.)

F.T.C. v. Capital City Mortgage Corp.Case No. 98-cv-00237 (D. D.C.)

F.T.C. v. Certified Merchant Services, Ltd., et al.Case No. 4:02-cv-44 (E.D. Tex.)

F.T.C. v. Check InforcementCase No. 03-cv-2115 (D. N.J.)

F.T.C. v. Chierico et al.Case No. 96-cv-1754 (S.D. Fla.)

F.T.C. v. Clickformail.com, Inc.Case No. 03-cv-3033 (N.D. Ill.)

F.T.C. v. Consumer Credit ServicesCase No. 96-cv-1990 (S.D. N.Y.)

F.T.C. v. Consumer Direct Enterprises, LLC.Case No. 07-cv-479 (D. Nev.)

F.T.C. v. Debt Management Foundation Services, Inc.Case No. 04-cv-1674 (M.D. Fla.)


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F.T.C. v. Digital Enterprises, Inc.ConsumerCase No. 06-cv-4923 (C.D. Cal.)

F.T.C. v. Dillon Sherif

Case No. 02-cv-00294 (W.D. Wash.)

F.T.C. v. Discovery Rental, Inc., et al.

Case No: 6:00-cv-1057 (M.D. of Fla.)

F.T.C. v. EdebitPay, LLC.

Case No. 07-cv-4880 (C.D. Cal.)

F.T.C. v. Electronic Financial Group, Inc.

Case No. 03-cv-211 (W.D. Tex.)

F.T.C. v. Eureka Solutions

Case No. 97-cv-1280 (W.D. Pa.)

F.T.C. v. Federal Data Services, Inc., et al.

Case No. 00-cv-6462 (S.D. Fla.)

F.T.C. v. Financial Advisors & Associates, Inc.

Case No. 08-cv-00907 (M.D. Fla.)

F.T.C. v. First Alliance Mortgage Co.


F.T.C. v. First Capital Consumer Membership Services Inc., et al.

Case No. 1:00-cv-00905 (W.D. N.Y.)

F.T.C. v. First Capital Consumers Group, et al.

Case No. 02-cv-7456 (N.D. Ill.)

F.T.C. v. Franklin Credit Services, Inc.


F.T.C. v. Global Web Solutions, Inc., d/b/a USA Immigration Services, et

Case No. 03-cv-023031 (D. D.C.)

F.T.C. v. Granite Mortgage, LLC

Case No. 99-cv-289 (E.D. Ky.)

F.T.C. v. ICR Services, Inc.


F.T.C. v. iMall, Inc. et al.


F.T.C. v. Ira Smolev, et al.



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F.T.C. v. Jeffrey L. LandersConsumerCase No. 00-cv-1582 (N.D. Ga.)

F.T.C. v. Jewelway International, Inc.

Case No. 97-cv-383 (D. Ariz.)

F.T.C. v. Komaco International, Inc., et al.


F.T.C. v. LAP Financial Services, Inc.

Case No. 3:99-cv-496 (W.D. Ky.)

F.T.C. v. Marketing & Vending, Inc. Concepts, L.L.C., et al.

Case No. 00-cv-1131 (S.D. N.Y.)

F.T.C. v. Mercantile Mortgage


F.T.C. v. Meridian Capital Management

Case No. 96-cv-63 (D. Nev.)

F.T.C. v. NAGG Secured Investments

Case No. 00-cv-02080 (W.D. Wash.)

F.T.C. v. National Consumer Counsil, Inc., et al.


F.T.C. v. National Credit Management Group

Case No. 98-cv-936 (D. N.J.)

F.T.C. v. National Supply & Data Distribution Services

Case No. 99-cv-128-28 (C.D. Cal.)

F.T.C. v. Nationwide Information Services, Inc.


F.T.C. v. NBTY, Inc.

No. 05-4793 (E.D. NY)

F.T.C. v. Pace Corporation


F.T.C. v. Paradise Palms Vacation Club

Case No. 81-1160D (W.D. Wash.)

F.T.C. v. Patrick Cella, et al.


F.T.C. v. Platinum Universal, LLC

Case No. 03-cv-61987 (S. D. Fla.)


of 26


F.T.C. v. Raymond UrsoConsumerCase No. 97-cv-2680 (S.D. Fla.)

F.T.C. v. Robert S. DolginCase No. 97-cv-0833 (N.D. Cal.)

F.T.C. v. Southern Maintenance SuppliesCase No. 99-cv-0975 (N.D. Ill.)

F.T.C. v. Star Publishing Group, Inc.Case No. 00-cv-023D (D. Wy.)

F.T.C. v. Stuffingforcash.com Corp.Case No. 02-cv-5022 (N.D. Ill.)

F.T.C. v. Target Vending Systems, L.L.C., et al.Case No. 00-cv-0955 (S.D. N.Y.)

F.T.C. v. The College Advantage, Inc.Case No. 03-cv-179 (E.D. Tex.)

F.T.C. v. The Crescent Publishing Group, Inc., et al.Case No. 00-cv-6315(S.D. N.Y.)

F.T.C. v. The Tungsten Group, Inc.Case No. 01-cv-773 (E.D. Va.)

F.T.C. v. Think Achievement Corp.Case No. 2:98-cv-12 (N.D. Ind.)

F.T.C. v. Think All PublishingCase No. 07-cv-11 (E.D. Tex.)

F.T.C. v. Trustsoft, Inc.Case No. 05-cv-1905 (S.D. Tex.)

F.T.C. v. Unicyber Gilboard, Inc.Case No. 04-cv-1569 (C.D. Cal.)

F.T.C. v. US Grant Resources, LLC.Case No. 04-cv-0596 (E.D. La.)

F.T.C. v. Verity International, Ltd., et al.Case No. 00-cv-7422-LAK (S.D. N.Y.)

F.T.C. v. Wellquest International, Inc.Case No. 2:03-cv-05002 (C.D. Cal.)

F.T.C. v. Wolf GroupCase No. 94-cv-8119 (S.D. Fla.)


of 26


Fernando N. Lopez and Mallory Lopez, et al. v. City Of WestonConsumerCase No. 99-8958 CACE 07 (FL 17th Jud Dist)

Fiori, et al. v. Dell Inc., et al.Case No. 09-cv-01518 (N.D. Cal.)

FMS, Inc. v. Dell, Inc. et al.,Case No. 03-2-23781-7SEA (King County, Wash.)

Galatis, et al. v. Psak, Graziano Piasecki & Whitelaw, et. al. No. L-005900-04 (Middlesex County, NJ)

Garcia v. Allergan11-cv-9811 (C.D. Cal.)

Grabowski v. Skechers U.S.A., Inc.No. 3:12-cv-00204 (W.D. Ky.)

Greg Benney, et al. v. Sprint International Communications Corp. et al.Case No. 02-cv-1422 (Wyandotte County, KS)

Griffin v. Dell Canada IncCase No. 07-cv-325223D2 (Ontario, Superio Court of Justice)

Harris, et al. v. Roto-Rooter Services CompanyCase No. 00-L-525 (Madison County, IL)

Harrison, et al. v. Pacific Bay PropertiesNo. BC285320 (Los Angeles County, CA)

Henderson, et al . V. Volvo Cars of North America, LLC, et al.09-04146 (D. NJ)

In re H&R Block IRS Form 8863 LitigationCase No. 4:13-MD-02474-FJG. (W.D. MO)

In Re: Bancomer Transfer Services Mexico Money Transfer LitigationBC238061, BC239611(Los Angeles County, CA)

In Re: Certainteed Fiber Cement Siding LitigationMDL 2270 (E.D. PA)

In Re: H&R Block Express IRA Marketing LitigationCase No. 06-md-01786 (W.D. Mo.)

In Re: High Carbon Concrete LitigationCase No. 97-cv-20657 (D. Minn.)

In Re: High Sulfur Content Gasoline Products Liability LitigationMDL No. 1632 (E.D. La.)


of 26


In Re: Ria Telecommunications and Afex Mexico Money Transfer LitigatConsumerCase No. 99-cv-0759 (San Louis Obispo, Cal.)

In Re: Salmonella LitigationCase No. 94-cv-016304 (D. Minn.)

Janet Figueroa, et al. v. Fidelity National Title Insurance Company Case No. 04-cv-0898 (Miami Dade County, Fla.)

Jerome H. Schlink v. Edina Realty TitleCase No. 02-cv-18380 (D. Minn.)

Jerome Walls, et al. v. JP Morgan Chase Bank, N.A., et al.Case No. 11-00673 (W.D. KY)

Joel E. Zawikowski, et al. v. Beneficial National Bank, et al.Case No. 98-cv-2178 (N.D. Ill.)

John Babb, et al. v. Wilsonart International, Inc. Case No. CT-001818-04 (Memphis, Tenn.)

John Colin Suttles, et. Al v. Specialty Graphics, Inc.,Case No. 14-505 (W.D. TX)

Kenneth Toner, et al. v. Cadet Manufacturing CompanyCase No. 98-2-10876-2SEA (King County, Wash.)

Kiefer, et al. v. Ceridian Corporation, et al.Case No. 3:95-cv-818 (D. Minn.)

Kobylanski et al. v. Motorola Mobility, Inc. et al.No. 13-CV-1181 (W.D. PA)

Long et al v. Americredit Financial Services, Inc.0:2011-02752 (Hennepin County, MN)

Louis Thula, et al. v. Lawyers Title Insurance Corporation Case No. 0405324-11 (Broward County, Fla.)

Lynn Henderson, et al. v. Volvo Cars of North America, LLC, et al.No. 2:09-cv-04146-CCC-JAD (D. N.J.)

Lynnette Lijewski, et al. v. Regional Transit Board, et al.Case No. 4:93-cv-1108 (D. Minn.)

Mark Laughman, et al. v. Wells Fargo Leasing Corp. et al.Case No. 96-cv-0925 (N.D. Ill.)

Mark Parisot et al v. US Title Guaranty CompanyCase No. 0822-cc-09381 (St. Louis Circuit Court, Mo.)


of 26


Mark R. Lund v. Universal Title CompanyConsumerCase No. 05-cv-00411 (D. Minn.)

Melissa Castille Dodge, et al. v. Phillips College of New Orleans, Inc., et Case No. 95-cv-2302 (E.D. La.)

Michael Drogin, et al. v. General Electric Capital Auto Financial ServicesCase No. 95-cv-112141 (S.D. N.Y.)

Michael Sutton v. DCH Auto Group, et al. (Essex County, NJ)

Michael T. Pierce et al. v. General Electric Capital Auto LeaseCV 93-0529101 S

Mitchem, et al v. Illinois Collection Service, Inc.Case No. 09-cv-7274 (N.D. Ill.)

Northcoast Financial Services v. Marcia Webster2004 CVF 18651 (Cuyahoga County, OH)

Oubre v. Louisiana Citizens Fair PlanNo. 625-567 (Jefferson Parish, LA)

Patricia Faircloth, et a. v. Certified Finance, Inc., et al.Case No. 99-cv-3097 (E.D. La.)

Pistilli v. Life Time Fitness, Inc.Case No. 07-cv-2300 (D. Minn.)

Rawlis Leslie, et al. v. The St. Joe Paper CompanyCase No. 03-368CA (Gulf County, Fla.)

Regayla Loveless, et al. v. National Cash, Inc, et al.Case No. 2001-cv-892-2 (Benton County, Ark.)

Ricci, et al., v. Ameriquest Mortgage Co.Case No. 27-cv-05-2546 (D. Minn.)

Ronnie Haese, et al. v. H&R Block, et al.Case No. 96-cv-423 (Kleberg County, Tex.)

Sandra Arnt, et al. v. Bank of America, N.A.No. 27-cv-12-12279 (Hennepin County, MN)

Sara Khaliki, et al. v. Helzberg Diamond Shops, Inc.4:11-cv-00010 (W.D. Mo.)

Shepherd, et al. v. Volvo Finance North America, Inc., et al.Case No. 1:93-cv-971 (D. Ga.)


of 26


Skusenas v. Linebarger, Goggan, Blair & Sampson, LLC.ConsumerCase No. 1:10-cv-8119 (N.D. Ill.)

Smith v. NRT Settlement Services of Missouri, LLC

Case No. 06-cv-004039 (St. Louis County, MO)

Terrell Ervin v. Nokia Inc. et al.

Case No. 01-L-150 (St. Clair County, Ill.)

Theresa Boschee v. Burnet Title, Inc.

Case No. 03-cv-016986 (D. Minn.)

Thomas Geanacopoulos v. Philip Morris USA, Inc.

Civil Action No. 98-6002-BLS1 (MA Superior Court)

Thomas Losgar, et al. v. Freehold Chevrolet, Inc., et al.

Case No. L-3145-02 (Monmouth County, NJ)

Tom Lundberg, et al. v. Sprint Corporation, et al.

Case No. 02-cv-4551 (Wyandotte County, Kan.)

Truc-way, Inc., et al. v. General Electric Credit Auto Leasing

Case No. 92-CH-08962 (Cook County, Ill.)

Trudy Latman, et al. vs. Costa Cruise Lines, N.V., et al

Case No. 96-cv-8076 (Dade County, Fla.)

U.S. v. $1,802,651.56 in Funds Seized from e-Bullion, et al. ("Goldinger"

No. CV 09-1731 (C.D. Cal.)

U.S. v. $1,802,651.56 in Funds Seized from e-Bullion, et al. ("Kum Vent

No. CV 09-1731 (C.D. Cal.)

U.S. v. David Merrick

6:10-cr-109-Orl-35DAB

U.S. v. Sixty-Four 68.5 lbs (Approx.) Silver Bars, et al.

(E.D. FL)

United States of America v. Alfredo Susi, et al.

3:07-cr-119 (W.D. NY)

United States of America v. Elite Designs, Inc.

Case No. 05-cv-058 (D. R.I.)

Vicente Arriaga, et al. v. Columbia Mortgage & Funding Corp, et al.


William R. Richardson, et al., v. Credit Depot Corporation of Ohio, et al.

Case No. 315343 (Cuyahoga County, Ohio)


of 26


Zyburo v. NCSPlus Inc.ConsumerCase No. 12-cv-06677 (S.D.N.Y.)

Adam P. Kelly, et al v. Bank of America, N.A., et al.EmploymentNo. 10-CV-5332 (E.D. IL)

Alequin, et al. v. Darden Restaurants, Inc. et al.Case No.: 12-61742-CIV (S.D. FL)

Alice Williams, et a. v. H&R Block EnterprisesRG 08366506, (County of Alameda, CA)

Alma Anguiano v. First United Bank and Trust Co.Case No. CIV-12-1096 (D. OK)

Andrew R. Rondomanski, et al. v. Midwest Division, Inc.No. 11-cv-00887 (W.D. MO)

Balandran, et al. v. Labor Ready, et al.BC 278551 (Losa Angeles County, Cal.)

Ballard, et al., v. Fogo de Chao, LLCCase No. 09-cv-7621 (D. Minn.)

Beasley, et al. v. GC Services LPCase No. 09-cv-01748 (E.D. Mo.)

Berry v. Farmers Bank & Trust, N.A.Case No. 13-02020

Berte v. WIS Holdings Corporation07-cv-1932 (S.D. CA)

Bishop et al. v. AT&T Corp.Case No. 08-cv-00468 (W.D. Pa.)

Bobbie Jarrett v. GGNSC Holdings, LLCCase No.: 12-CV-4105-BP (W.D. MO)

Chandler Glover and Dean Albrecht, et al., v. John E. PotterEEOC No. 320-A2-8011X; Agency No. CC-801-0015-99

Christopher Evins v. Glow Networks, Inc.Case No. 14-cv-00544 (W.D. MO)

Claudine Wilfong, et al. v. Rent-A-Center, Inc.Case No. 00-cv-680 (S.D. Ill.)

Creed, et al. v. Benco Dental Supply Co.3:12-CV-1571 (E.D. PA)


of 26


Doe, et al. v. Cin-Lan, Inc, et al.EmploymentCase No. 4:08-cv-12719 (E.D. Mich.)

DuBeau et al v. Sterling Savings Bank et al.No. 12-cv-1602 (D. OR)

Equal Employment Opportunity Commission (EEOC) v. Star Tribune CoCase No. 08-cv-5297(D. Minn.)

Equal Employment Opportunity Commission v Faribault Foods, Inc.Case No. 07-cv-3976 (D. Minn.)

Fisher, et al. v. Michigan Bell Telephone CompanyCase No. 09-cv-10802 (E.D. Mich.)

Frank, Peasley, Waters, and Wilhelm, v Gold’n Plump Poultry, Inc.Case No. 04-cv-1018 (D. Minn.)

French v. Midwest Health Management, Inc.Case No.: 2:14-cv-2625

Geelan, et al. v. The Mark Travel CoporationCase No. 03-cv-6322 (D. Minn.)

Gipson, et al. v. Southwestern Bell Telephone CompanyCase No. 08-cv-2017 (D. Kan.)

Gregory Hernandez v. The Children's PlaceNo. CGC 04-4300989 (San Francisco, CA)

Helen Bernstein, et al. v. M.G. WaldbaumCase No. 08-cv-0363 (D. Minn.)

Holt v. Living Social1:2012cv00745 (D. DC)

Jimmy West v. PSS World Medical, Inc.Case No. 4:13-cv-00574 (E.D. Mo)

Jimmy West v. PSS World Medical, Inc.4:13-cv-00574 (E.D. MO)

John Alba, et al. v. Papa John's USA, Inc.Case No. 05-cv-7487 (W.D. Cal.)

Johnson, et al v. General Mills, Inc.Case No. 10-cv-1104 (W.D. Mo.)

Kelly Marie Camp, et al. v. The Progressive Corporation, et al.Case No. 01-cv-2680 (E.D. La.)


of 26


Kelly, et al v. Bank of America, N.A. et al.EmploymentNo. 10-5332 (ND IL)

Lang, et al v DirecTV, Inc., et al.No. 10-1085 (E.D. La)

Lynn Lietz, et al. v. Illinois Bell Telephone Company, et al.No. 1:11-cv-0108 (N.D. Ill.)

Michelle Jackson, et al. v. Jamba Juice CompanyCase No. 8:02-cv-00381 (C.D. Cal.)

Pamela Adams, et al., v. MedPlans Partners, IncCase No. 3:07-cv-259 (W.D. Ky.)

Phillip Busler, et al. v. Enersys Energy Products Inc., et al.Case No. 09-cv-0159 (W.D. Mo.)

Rocher, et al. v. Sav-on Drugs, et al.Case No. BC 227551 (Los Angeles County, Cal.)

Russell, et al. v. Illinois Bell Telephone CompanyCase No. 08-cv-1871 (N.D. Ill.)

Sequoia Moss-Clark, et al. v. New Way Services, Inc., et al.Case No. C12-1391 (Contra Costa County, CA)

Smallwood, et al. v. Illinois Bell Telephone Company,Case No. 09-cv-4072 (N.D. Ill.)

Smith v. Family VideoNo. 11-cv-01773 (N.D. Ill.)

Smith v. Pizza Hut, Inc.No. 09--cv-01632-CMA-BNB (D. Colo.)

Stephanie Sanz, et al. v. Johny Utah 51, LLCCase No. 14-cv-4380 (S.D. NY)

Teeter v. NCR CorporationCase No. 08-cv-00297 (C.D. Cal.)

Thomas Cramer et al. v. Bank of America, N.A. et al.Case No. 12-08681 (N.D. IL)

Thomas Dege, et al., v. Hutchinson Technology, Inc.Case No. 06-cv-3754 (D. Minn.)

Wilkinson, et al. v. NCR CorporationCase No. 1:08-cv-5578 (N.D. Ill.)


of 26


William Perrin, et al. v. Papa John's InternationalEmploymentNo. 4:09-CV-01335 (E.D. Mo.)

William Whitlock, et. al v. FSH Management, LLC, et. al.

3:10-cv-00562-M

Williams v. DH Pace

Case No. 4:14-cv-00161 (W.D. MO)

Williams, et al. v. Dollar Financial Group, et al.

Case No. RG03099375 (Alameda County, Cal.)

Williams, et al. v. H&R Block Enterprises, Inc.

No. RG 08366506 (Alameda County, CA)

Wittemann, et al. v. Wisconsin Bell, Inc.

Case No. 09-cv-440 (W.D. Wisc.)

Wlotkowski, et al. v. Michigan Bell

Case No. 09-cv-11898 (E.D. Mich.)

Bernice Samples, et al. v. Conoco, Inc., et al.EnvironmentalCase No. 01-0631-CA-01 (Escambia Country, Fla.)

Billieson, et al. v. City of New Orleans, et al.

No. 94-19231 (Orleans Parish, LA)

City of Greenville, et al., v. Syngenta Crop Protection, Inc., and Syngent

No. 3:10-cv-00188-JPG-PMF (S. D. Ill.)

In Re: Duluth Superior Chemical Spill Litigation

Case No. 92-cv-503 (W.D. Wis.)

McGruder, et al. v. DPC Enterprises

No. CV2003-022677 (Maricopa County, AZ)

Mehl v. Canadian Pacific Railway, Limited

Case No. 02-cv-009 (D. N.D.)

Michelle Marshall, et al. v. Air Liquide -- Big Three, Inc. et al.


Perrine, et al. v. E.I. Dupont De Nemours and Company, et al.

01-0631-CA-01 (Harrison C., WV)

Anthony Abbott, et al. v. Lockheed Martin Corp., et al.ERISACase No. 06-701 (S.D. IL)

In Re: Broadwing Inc ERISA Litigation

Case No. 02-cv-00857 (S.D. Ohio)


of 26


In Re: Xcel Energy, Inc. ERISA LitigationERISACase No. 03-cv-2218 (D. Minn.)

Karolyn Kruger, et al. v. Novant Health Inc., et al.Case No. 14-208 (M.D. NC)

Pat Beesley, et al v. International Paper Co. et al.Case No. 06-703-DRH (S.D. IL)

Quince Rankin v. Charles C. Conway (Kmart ERISA Litigation)Case No. 02-cv-71045 (E.D. Mich.)

Albright v. MetrolinkFACTANo. 4:11-CV-01691AGF (E.D. MO)

Ebert, et al. v. Warner's StellianNo. 11-cv-02325 JRT/ SER (D. Minn)

Fouks, et al. v. Red Wing Hotel CorporationCase No. 12-cv-02160 (D. MN)

Jones v. DickinsonNo. 11 CV 02472 (D. MO)

Linda Todd, et al. v. Medieval TimesCase No. 1:10-cv-00120 (D. N.J.)

Masters v. Lowe’s Home Centers, Inc.Case No. 3:09-cv--255 (S.D. Ill.)

Seppanen et al. v. Krist Oil CompanyCase No. 2:09-cv-195 (W.D. Mich.)

Waldman v. Hess CorporationCase No. 07-cv-2221 (D. N.J.)

Shannon Wheeler v. Cobalt Mortgage, Inc. et al.FLSACase No. 2:14-cv-B1847-JCC (W.D. WA)

Watkins, et al. v. I.G. Incorporated, etl a.Case No. 27-13-15361 (Hennepin County, MN)

Ann Castello v. Allianz Life Insurance CompanyInsuranceCase No. 03-cv-20405 (D. Minn.)

Boyd Demmer, et al. v. Illinois Farmers Insurance CompanyCase No. MC 00-017872 (Hennepin County, Minn.)

Chultem v. Ticor Title Insur. Co., et al.Case No. 2006-CH-09488 (Circuit Court of Cook County, Ill.)


of 26


Colella v. Chicago Title Insur. Co., et al.InsuranceCase No. 2006-CH-09489 (Circuit Court of Cook County, Ill.)

Deborah Hillgamyer, et al. v. Reliastar Life Insurance Company, et al.No. 11-cv-729 (W.D. WI)

Doan v. State Farm108CV129264 (Santa Clara Co, CA)

Dorothea Pavlov v. Continental Casualty CompanyCase No. 07-cv-2580 (N.D. Ohio)

Frank Rose, et al. v. United Equitable Insurance Company, et al.Case No. 00-cv-02248 (Cass County, ND)

Froeber v. Liberty Mutual Fire Insurance CompanyCase No. 00C15234 (Marion County, OR)

Garrison, et al., v. Auto-Owners Insurance CompanyCase No. 02-cv-324076 (Cole County, Mo.)

Harold Hanson, et al. v. Acceleration Life Insurance Company, et al.Case No. 3:97-cv-152 (D. N.D.)

Hofstetter, et al. v. Chase Home Finance, LLC., et al.Case No. 10-cv-1313 (N.D. Cal.)

In Re: Lutheran Brotherhood Variable Insurance Products Co. Sales PraCase No. 99-md-1309 (D. Minn.)

Irene Milkman, et al. v. American Travellers Life Insurance Company, etNo. 03775 (Philadelphia Court of Common Pleas, Pa.)

Jacobs v. State Farm General Insurance CompanyNo. CJ-96-406 (Sequoyah County, Okla.)

James M. Wallace, III, et al. v. American Agrisurance, Inc., et al.Case No. 99-cv-669 (E.D. Ark.)

James Ralston, et al. v. Chrysler Credit Corporation, et al.Case No. 90-cv-3433 (Lucas County, Ohio)

Michael T. McNellis, et al. v. Pioneer Life Insurance Company, et al.CV 990759 (County of San Luis Obispo, Cal.)

Morris v. Liberty Mutual Fire Insurance CompanyCJ-03-714 (Pottawatomie County, OK)

Paul Curtis, et al v. Northern Life Insurance CompanyCase No. 01-2-18578 (King County, Wash.)


of 26


Ralph Shaffer v. Continental Casualty Company and CNA Financial CorpInsuranceCase No. 06-cv-2253 (C.D. Cal.)

Raymond Arent, et al. v. State Farm Mutual Insurance CompanyCase No. 00-mc-16521 (D. Minn.)

Roy Whitworth, et al. v. Nationwide Mutual Insurance Company, et al.Case No. 00CVH-08-6980 (Franklin County, Ohio)

Sonia Gonzalez, et al. v. Rooms to Go, Inc., et al.Case No. 97-cv-3146 (S.D. Fla.)

Tow Distributing, Inc., et al. v. BCBSM, Inc., d/b/a Blue Cross and Blue SCase No. 02-cv-9317 (D. Minn.)

Anderson et al. v. Canada (Attorney General)Legal Notice2011 NLCA 82

Angell v. Skechers Canada8562-12 (Montreal, Quebec)

Billieson, et al. v. City of New Orleans, et al.No. 94-19231 (Orleans Parish, LA)

Carnegie v. Household International, Inc.No. 98-C-2178 (N.D. Ill.)



City of Greenville, et al., v. Syngenta Crop Protection, Inc., and SyngentNo. 3:10-cv-00188-JPG-PMF (S. D. Ill.)

Evans, et al. v. Linden Research, Inc., et al.Case No. 4:11-cv-1078-DMR (N.D. CA)

F.T.C. v. NBTY, Inc.No. 05-4793 (E.D. NY)

Griffin v. Dell Canada IncCase No. 07-cv-325223D2 (Ontario, Superio Court of Justice)

In Re: Aftermarket Filters Antitrust LitigationNo. 1:08-cv-4883, MDL No. 1957 (N.D. Ill.)

In Re: Asia Pulp & Paper Securities LitigationCase No. 01-cv-7351 (S.D. N.Y.)


of 26


In Re: Certainteed Fiber Cement Siding LitigationLegal NoticeMDL 2270 (E.D. PA)

In Re: Duluth Superior Chemical Spill Litigation

Case No. 92-cv-503 (W.D. Wis.)

In Re: Google Referrer Header Privacy Litigation

No. 10-04809 (N.D. CA)

In Re: Salmonella Litigation


Jerome H. Schlink v. Edina Realty Title


Joel E. Zawikowski, et al. v. Beneficial National Bank, et al.


Kobylanski et al. v. Motorola Mobility, Inc. et al.

No. 13-CV-1181 (W.D. PA)

Mary Plubell, et al. v. Merck and Co., Inc.

Case No. 04-cv-235817 (Jackson County, MO)

McGruder, et al. v. DPC Enterprises

No. CV2003-022677 (Maricopa County, AZ)

Mehl v. Canadian Pacific Railway, Limited

Case No. 02-cv-009 (D. N.D.)

Michelle Marshall, et al. v. Air Liquide -- Big Three, Inc. et al.


Pat Beesley, et al v. International Paper Co. et al.

Case No. 06-703-DRH (S.D. IL)

Red Eagle Resources Corporation, Inc., et al. v. Baker Hughes Inc., et al.

Case No. 91-cv-627 (S.D. Tex.)

Skold, et al. v Intel Corporation, et al.

Case No. 1-05-cv-039231 (County of Santa Clara, CA)

Thomas Geanacopoulos v. Philip Morris USA, Inc.

Civil Action No. 98-6002-BLS1 (MA Superior Court)

F.T.C. v. CHK Trading Corp.Medical/DrugCase No. 04-cv-8686 (S.D. N.Y.)

F.T.C. v. Christopher Enterprises, Inc.

Case No. 2:01-cv-0505 (D. Utah)


of 26


F.T.C. v. Conversion Marketing, Inc.Medical/DrugCase No. 04-cv-1264 (C.D. Cal.)

F.T.C. v. Enforma Natural Products, Inc.Case No. 00-cv-04376 (C.D. Cal.)

F.T.C. v. Goen TechnologiesFTC File No. 042 3127

F.T.C. v. Great American ProductsCase No. 05-cv-00170 (N.D. Fla.)

F.T.C. v. Kevin Trudeau, et al.Case No. 03-cv-3904 (N.D. Ill.)

F.T.C. v. Latin Hut, Inc.Case No. 04-cv-0830 (S.D. Cal.)

F.T.C. v. QT, Inc.Case No. 03-cv-3578 (N.D. Ill.)

F.T.C. v. Seasilver USA, Inc.Case No. 03-cv-0676 (D. Nev.)

F.T.C. v. Smart Inventions, Inc.Case No. 04-cv-4431 (C.D. Cal.)

F.T.C. v. Sunny Health Nutrition Technology & Products, Inc.Case No. 06-cv-2193 (M.D. Fla.)

F.T.C. v. United Fitness of America, LLCCase No. 02-cv-0648 (D. Nev.)

In Re: Guidant Corp Implantable Defibrillators Products Liability LitigatiCase No. 05-cv-1708 (D. Minn.)

In re: Nuvaring Products Liability Litigation08-MDL-1964

Karen Wright, et al. v. Milan JeckleCase No. 98-2-07410-2 (Spokane County, Wash.)

Mary Plubell, et al. v. Merck and Co., Inc.Case No. 04-cv-235817 (Jackson County, MO)

Anderson, et al. v. United Retail Group, Inc., et al.Privacy/Data BreachCase No. 37-cv-89685 (San Diego County, Cal.)

F.T.C. v. CEO Group, Inc.Case No. 06-cv-60602 (S.D. Fla.)


of 26


F.T.C. v. ChoicepointPrivacy/Data BreachCase No. 06-cv-0198 (N.D. Ga.)

In Re: U.S. Bank National Association LitigationCase No. 99-cv-891 (D. Minn.)

Michael Stoner, et al. v. CBA Information Services Case No. 04-cv-519 (E.D. Pa.)

St. Clair, et al. v MRB, et al.Casse No. 12-cv-1572 (D. MN)

Sterling et al. v. Strategic Forecasting, Inc. et al.No. 2:12-cv-00297-DRH-ARL (E.D. N.Y.)

Alan Freberg, et al. v. Merrill Corporation, et al.SecuritiesCase No. 99-cv-010063 (D. Minn.)

Anderson v. Investors Diversified ServicesCase No. 4:79-cv-266 (D. Minn.)

Charter Township Of Clinton v. OSI RestaurantsCase No. 06-CA-010348 (Hillsborough County, Fla.)

Christopher Carmona, et al. v. Henry I. Bryant, et al. (Albertson's SecuriCase No. 06-cv-01251 (Ada County, Idaho)

Daryl L. Cooper, et al. v. Miller Johnson Steichen Kinnard, Inc.Case No. 02-cv-1236 (D. Minn.)

Dutton v. Harris Stratex Networks, Inc. et al08-cv-00755-LPS (D. DE)

Edith Gottlieb v. Xcel Energy, Inc., et al.Case No. 02-cv-2931 (D. Minn.)

Family Medicine Specialsts, et al. v. Abatix Corp., et al.Case No. 3:04-cv-872B (N.D. Tex.)

Fisk, et al. v. H&R Block Inc., et al.1216-CV20418 (Jackson County. MO)

Friedman, et al. v. Penson Worldwide, Inc.11-cv-02098 (N.D. TX)

In Re: American Adjustable Rate Term Trust Securities LitigationCase No. 4:95-cv-666 and 4:95-cv-667 (D. Minn.)

In Re: Ancor Communications, Inc Securities LitigationCase No. 97-cv-1696 (D. Minn.)


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In Re: Asia Pulp & Paper Securities LitigationSecuritiesCase No. 01-cv-7351 (S.D. N.Y.)

In Re: Bayer AG SecuiritesCase No. 03-cv-1546 (S.D. N.Y.)

In Re: Bio-One Securities LitigationCase No. 05-cv-1859 (M.D. Fla.)

In Re: Bioplasty Securities LitigationCase No. 4:91-cv-689 (D. Minn.)

In Re: Citi-Equity Group, Inc. Securities LitigationCase No. 94-cv-012194 (D. Minn.)

In Re: Citi-Equity Group, Inc., Limited Partnerships Securities LitigationMDL No. 1082 (C.D. Cal.)

In Re: Control Data Corporation Securities LitigationCase No. 3:85-cv-1341 (D. Minn.)

In Re: Cray Research Securities LitigationCase No. 3:89-cv-508 (D. Minn.)

In Re: Cybex International Securities LitigationNo. 653794/2012 (County of New York, NY)

In Re: E.W. Blanch Holdings, Inc. Securities LitigationCase No. 01-cv-258 (D. Minn.)

In Re: Encore Computer Corporation Shareholder LitigationCase No. 16044 (New Castle County, Del.)

In Re: EVCI Career Colleges Holding Corp Securities LitigationCase No. 05-cv-10240 (S.D. N.Y.)

In Re: Flight TransportationMDL No. 517 (D. Minn.)

In Re: Frontier Oil CorporationCase No. 2011-11451 (Harris County, Tex.)

In Re: Hennepin County 1986 Recycling Bond LitigationCas No. 92-cv-22272 (D. Minn.)

In Re: McCleodUSA Incorporated Securities LitigationCase No. 02-cv-0001 (N.D. Iowa)

In Re: McKesson HBOC, Inc. Securities LitigationCase No. 99-cv-20743 (N.D. Cal.)


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In Re: Merrill Lynch & Co., Inc. Securities Derivative and ERISA LitigatioSecurities07-cv-9633 (S.D. NY)

In Re: Merrill Lynch Research Reports Securities Litigation

Case No. 02-md-1484 (S.D. N.Y.)

In Re: Micro Component Technology, Inc. Securities Litigation

Case No. 4:94-cv-346 (D. Minn.)

In Re: National City Corp. Securities, Derivative and Erisa Litig.

MDL No. 2003 (N.D. Ohio)

In Re: New Century

No. 07-CV-0931 (C.D. Cal.)

In Re: Novastar Financial, Inc. Securities Litigation

Case No. 04-cv-0330 (W.D. Mo.)

In Re: OCA, Inc. Securities and Derivative Litigation

Case No. 05-cv-2165 (E.D. La.)

In Re: Raytheon Company Securities Litigation

Case No. 99-cv-12142 (D. Mass.)

In Re: Reliance Group Holdings, Inc. Securities Litigation

Case No. 00-cv-4653 (S.D. N.Y.)

In Re: Retek Inc Securities Litigation


In Re: Salomon Analyst Metromedia Litigation

Case No. 02-cv-7966 (S.D. N.Y.)

In Re: Scimed Life Systems, Inc. Shareholders Litigation

Case No. 94-mc-17640 (D. Minn.)

In Re: Sourcecorp Securities Litigation

Case No. 04-cv-02351 (N.D. Tex.)

In Re: SS&C Technologies, Inc. Shareholders Litigation

Case No. 05-cv-1525 (D. Del.)

In Re: Taxable Municipal Bond Securities Litigation

MDL 863 (E.D. La.)

In Re: Tellium Inc Securities Litigation

Case No. 02-cv-5878 (D. N.J.)

In Re: The Sportsman’s Guide, Inc. LitigationCase No. 06-cv-7903 (D. Minn.)


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In Re: Tonka Corporation Securities LitigationSecuritiesCase No. 4:90-cv-002 (D. Minn.)

In Re: Tonka II Securities LitigationCase No. 3:90-cv-318 (D. Minn.)

In Re: Tricord Systems, Inc. Securities LitigationCase No. 3:94-cv-746 (D. Minn.)

In Re: VistaCare, Inc. Securities LitigationCase No. 04-cv-1661 (D. Ariz.)

In Re: Williams Securities LitigationCase No. 02-cv-72(N.D. Okla.)

In Re: Xcel Energy, Inc. Securities LitigationCase No. 02-cv-2677 (D. Minn.)

In Re: Xcelera.Com Securities LitigationCase No. 00-cv-11649 (D. Mass.)

In Re: Xybernaut Corp. Securities MDL LitigationCase No. 05-mdl-1705 (E.D. Va.)

Ivy Shipp, et al. v. Nationsbank Corp.19,002 (TX 12th Jud Dist)

Karl E. Brogen and Paul R. Havig, et al. v. Carl Pohlad, et al.Case No. 3:93-cv-714 (D. Minn.)

Lewis H. Biben, et al. v. Harold E. Card, et al.Case No. 84-cv-0884 (W.D. Mo.)

Lori Miller, et al. v. Titan Value Equities Group Inc., et al.Case No. 94-mc-106432 (D. Minn.)

Makor Issues & Rights, Ltd., et al. v. Tellabs, Inc., et al.02-C-4356 (N.D. IL)

Montoya, et al. v. Mamma.com, Inc., et al.Case No. 1:05-cv-02313 (S.D. N.Y.)

Resendes, et al.; Maher, et al.; Hawkins, et al.; Schooley, et al. v. Thorp,Case No. 84-cv-03457, 84-cv-11251, 85-cv-6074, 86-cv-1916L (D. Minn.)

Richard Donal Rink, et al. v. College Retirement Equities FundNo. 07-CI-10761, (Jefferson County, KY)

Robert Trimble, et al. v. Holmes Harbor Sewer District, et al. Case No. 01-2-00751-8 (Island County, Wash.)


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SEC v Al-Raya Investment Company, et. al.SecuritiesNo. 109-CV-6533

SEC v. Myron Weiner11-CV-05731 (E.D. NY)

SEC v. Rockford Funding Group, LLC, et al.09-10047 (S.D. NY)

Superior Partners, et al. v. Rajesh K. Soin, et al.Case No. 08-cv-0872 (Montgomery County, Ohio)

Svenningsen, et al. v. Piper Jaffray & Hopwood, et al.Case No. 3:85-cv-921 (D. Minn.)

Three Bridges Investment Group, et al. v. Honeywell, et al.Case No. 88-cv-22302 (D. Minn.)

United States of America v. Zev SaltsmanCase No. 04-cv-641 (E.D. N.Y.)

William Steiner, et al. v. Honeywell, Inc. et al.Case No. 4:88-cv-1102 (D. Minn.)

David Andino, et al. v. The Psychological Corporation, et al.Test ScoreCase No. A457725 (Clark County, Nev.)

Frankie Kurvers, et al. v. National Computer SystemsNo. MC00-11010 (Hennepin County, Minn)


B. Website Notice

— —82

Exhibit B Website Notice


Notice of Google AdWordsClass Action Settlement !

In Re Google AdWords Litigation, No. 5:08-cv-03369-EJDU.S. District Court for the Northern District of California

Plaintiffs brought this class action lawsuit against Google Inc. on July 11, 2008, alleging that Google failed to disclose to its AdWords customers that it placed their ads on websites known as parked domains and error pages. Parked domains are websites with little or no content, and error pages are websites that users visit when they enter an unregistered address into their web browser.

Plaintiffs claimed that parked domains and error pages are low-quality and that Google’s conduct violated California’s laws against unfair competition and false advertising and sought restitution—money awards—for class members. Google denied these allegations.

The parties have agreed to settle this case as a class action. You are a class member if, during the period from July 11, 2004 through March 31, 2008, you were a United States resident who had a Google AdWords account and were charged for clicks on advertisements appearing on parked domains or error pages. Both individuals and businesses can be class members.

— —1

What Is This Case About?

Am I a Class Member?

If, during the period from July 11, 2004 through March 31, 2008, you were a United States resident who had a Google AdWords account and were charged for clicks on advertisements appearing on parked domains or error pages, you may be entitled to payment under the settlement of a class action lawsuit.

To receive your share of the settlement, you must submit a valid claim form no later than __________, 2017. For further information and to submit your claim form online, please visit AdWordsClassAction.com.


Google moved to dismiss the case, arguing that plaintiffs had not alleged their claims with enough particularity and that the class representatives in the case had not relied on Google’s alleged misstatements and omissions. On March 17, 2011, the Court denied Google’s motion.

Following extensive discovery into Google’s records, plaintiffs moved to certify the case as a class action. On January 5, 2012, the Court denied plaintiffs’ motion for class certification. Although the Court found that there were common issues concerning Google’s liability, it found that individual issues concerning the calculation of individual class members’ damages made the case unsuitable to proceed as a class action.

The U.S. Court of Appeals for the Ninth Circuit granted plaintiffs permission to appeal the decision denying class certification. On September 21, 2015, the Court of Appeals reversed the District Court’s denial of class certification and sent the case back to the District Court.

Following further appellate proceedings, the parties agreed to conduct a mediation in an attempt to resolve the case. The mediation was successful, and the parties have agreed to a nationwide class action settlement.

Under the proposed settlement, Google has agreed to pay $22,500,000 into a settlement fund. This settlement fund will provide compensation to class members, pay for notice and administration costs, provide for service awards to the plaintiffs who filed the case, and compensate the attorneys for the class.

If the settlement is approved, class members will be prevented from bringing any further claims against Google for any conduct related to the placement of AdWords ads on any parked domains or error pages during the period from July 11, 2004 through March 31, 2008.

— —2

What Has Happened in the Case?

What Are the Terms of the Settlement?


The lawyers for the class will ask the Court to:

• Pay the costs of providing notice and administration of the settlement from the settlement fund;

• Award payments to each of the class representatives who filed this lawsuit, not to exceed $5,000 each, as compensation for their active participation in the case over the past eight years;

• Provide the lawyers for the class with compensation for the time and expenses they spent litigating the case.

After these payments have been made, the remaining settlement fund will be distributed to class members who submit claims, in proportion to the amount of money they spent on ads on parked domains and error pages between July 11, 2004 and March 31, 2008.

If after making all of the above payments, class members who submitted claims have been fully compensated for 100% of the amount they spent on parked domains and error pages during this time period, any residual money will generally be distributed as follows:

• If the residual amount is $100,000 or more, it will be distributed to class members who did not submit claims.

• If the residual amount is less than $100,000, it will be distributed to two public interest organizations, Public Justice and Public Counsel.

If you are a class member, and you submit a valid and timely claim form, you will receive a payment from the settlement fund in proportion to the amount of money you spent on parked domains or error pages between July 11, 2004 and March 31, 2008. The amount you receive will depend on how many class members file claims.

You must have spent at least $1.00 on AdWords ads served on parked domain and error pages between July 11, 2004 and March 31, 2008 to receive a payment from the settlement fund. The maximum amount you can receive is the total amount you paid for ads on parked domains and error pages during this time period.

— —3

How Will the Settlement Fund Be Distributed?

How Much Will I Receive from the Settlement?


If you are a class member, and would like to receive a settlement payment, you must submit a claim form no later than __________, 2017. You may complete the claim form online at www.AdWordsClassAction.com. Or you may mail your claim form to the following address:


If you do not file a claim, you will not receive a payment, unless there is money remaining after all class members who do file claims have been fully compensated.

If you do not want to be part of the settlement, you must submit an opt-out form on the settlement website no later than __________, 2017 at 11:59 p.m. PST or mail the opt-out form with a postmark no later than __________, 2017 to the following address:


If you opt-out of the settlement, you will not be bound by the settlement agreement, you will not receive a settlement payment, and you will not be allowed to object to the settlement.

The law firm of Schubert Jonckheer & Kolbe LLP was appointed by the Court to represent the class in this case. Schubert Jonckheer & Kolbe LLP has been assisted by several other law firms since the case was filed in 2008. You may contact the firm at 415.788.4220 or [email protected].

— —4

How Can I Get a Settlement Payment?

What If I Do Not Want to Be Part of the Settlement?

Who Represents Me in This Case?


Since the beginning of this case more than eight years ago, the attorneys representing the class have not received any payment for their legal services or any reimbursement of the out-of-pocket expenses they have incurred.

The attorneys for the class plan to ask the Court to award attorneys’ fees from the settlement fund not to exceed $6,500,000 and reimbursement of expenses not to exceed $700,000. This motion, including the exact amount the attorneys for the class will request from the Court, will be posted on the settlement website no later than __________, 2017.

The Court will consider the submissions of the parties, as well as any objections to the settlement. The Court will hold a Final Fairness Hearing on __________, 2017 at __________ at the following location:

U.S. District Court for the Northern District of CaliforniaSan Jose Courthouse, Courtroom 4 – 5th Floor280 South 1st Street San Jose, CA 95113

At this hearing, the Court will consider:

1. Whether the settlement is fair, reasonable, and adequate;

2. Whether to approve the service awards to the class representatives; and

3. Whether to approve the award of attorneys’ fees and expenses to the attorneys for the class.

The date of the Final Fairness Hearing may change without further notice to the class. Class members should check the settlement website or the Court’s PACER website to confirm that the date has not been changed.

— —5

How Will the Lawyers Be Paid?

Will the Court Review the Fairness of the Settlement?


If you are a class member, you may object to any aspect of the settlement, including the applications for service awards to the class representatives or the award of attorneys’ fees and expenses.

Any objection must be submitted on the settlement website no later than __________, 2017 at 11:59 p.m. PST or by mail with a postmark no later than __________, 2017 to the following address:


Any objection must be in writing and must:

1. Clearly identify the case name and number, In Re Google AdWords Litigation, No. 5:08-cv-03369-EJD;

2. Include the full name, address, telephone number, and email address associated with the Google AdWords account of the person or entity objecting;

3. Include the full name, address, telephone number, and email address of the Objector’s counsel (if the Objector is represented by counsel);

4. Provide a detailed explanation stating the specific reasons for the Objection, including any legal and factual support and any evidence in support of the Objection;

5. State the total number of times the Objector or the Objector’s Counsel has objected to any class action settlement in any state or federal court in the United States within the last 5 years and provide a list of each such objection with the case name, court, and case number;

6. Be verified by an accompanying declaration submitted under penalty of perjury or a sworn affidavit.

Class members who fail to submit timely written objections in the manner specified above will waive any objections to the settlement.

— —6

How Do I Object to the Settlement?


This notice only provides a summary of the proposed settlement. It does not describe all of its details. For the precise terms and conditions of the settlement, please see the settlement agreement and related documents. Additional information about the settlement, including a copy of the settlement agreement, may be obtained by:

• Visiting the settlement website at www.AdWordsClassAction.com;

• Contacting the settlement administrator toll-free by phone at 844-798-3628 or by email at [email protected];

• Contacting the attorneys for the class by phone at 415.788.4220 or by email at [email protected];

• Accessing the Court docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at ecf.cand.uscourts.gov; or

• Visiting the office of the Clerk of the Court for the United States District Court for the Northern District of California, 280 South 1st Street, 2nd Floor, San Jose, CA 95113, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays.

Please do not telephone the Court or the Court Clerk’s Office to inquire about this settlement or the claims process.

— —7

How Can I Get More Information?


C. Email Notice

— —90

Exhibit C Email Notice


If You Had a Google AdWords Account and Were Charged For Ad Clicks, You May Be Entitled to Money

A $22,500,000 class action settlement has been preliminarily approved by the U.S. District Court for the Northern District of California, in the case In Re Google AdWords Litigation, No. 5:08-cv-03369-EJD. Your rights may be affected and you may be entitled to a portion of this settlement if you are an eligible Class Member. Who Is Included in the Settlement? You may be a Class Member if during the period of July 11, 2004 and March 31, 2008, you: 1) were a U.S. resident; 2) had a Google AdWords Account; and, 3) were charged for clicks on advertisements appearing on parked domains or error pages. What Is This Case About? This case alleges that Google failed to disclose to its AdWords customers that it placed ads on websites known as parked domains and error pages. The lawsuit alleges this conduct violates California laws against unfair competition and false advertising. Google denies these claims. How Do I Ask for Payment? To receive payment, you must submit a claim form no later than _____, 2017 and have spent at least $1.00 on AdWords ads served on parked domain or error pages between July 11, 2004 and March 31, 2008. You may complete the claim form online at www.AdWordsClassAction.com or you may mail your claim form to the following address: Google AdWords Settlement, c/o Analytics Consulting LLC, P.O. Box 2005, Chanhassen, MN 55317-2005. ***If you do not file a claim, you will not receive a payment, unless, under certain circumstances, there is money remaining after all class members who do file claims have been fully compensated.***

What Are My Options? You have a choice about whether to stay in the Class or not. If you submit a claim or do nothing, you are choosing to stay in the Class. This means you will be legally bound by all orders and judgments of the Court, and you will not be able to sue or continue to sue Google about the legal claims resolved by this settlement. If you stay in the Class you may object to the settlement. You or your own lawyer may also ask to appear and speak at the hearing, at your own cost, but you don’t have to. The deadline to submit objections and requests to appear is __________, 2017. If you do not want to stay in the Class, you must submit a request for exclusion by __________, 2017. If you exclude yourself, you cannot get a payment from this settlement, but you will keep any rights to sue Google for the same claims in a different lawsuit. The detailed notice explains how to exclude yourself, object, and request to appear. The Court’s Fairness Hearing. The Court will hold a Final Fairness Hearing on __________, 2017 at the following location: U.S. District Court for the Northern District of California, San Jose Courthouse, Courtroom 4 – 5th Floor, 280 South 1st Street, San Jose, CA 95113. At this hearing, the Court will consider whether: 1) the settlement is fair, reasonable, and adequate; 2) to approve the service awards to the class representatives; and 3) to approve the award of attorneys’ fees and expenses to the attorneys for the class.

Where Can I get More Information? To get a copy of the detailed notice or settlement agreement or to learn more visit the settlement website at AdWordsClassAction.com; call toll-free by phone at 1-844-798-3628 or email at [email protected].

www.AdwordsClassAction.com

1-844-798-3628


Exhibit C: Alternate Formats for Email Notice

Subject Lines:

x Legal Notice: If You Had a Google AdWords Account and Were Charged For Ad Clicks, You May Be Entitled to Money From A Class Action Settlement.

x Google AdWords Class Action Settlement x If You Had a Google AdWords Account, You May Be Entitled to Money From A Class Action

Settlement.

Option A: Formatted For Smart Phone


Option A: Formatted for Desktop



Subject Lines:



Settlement.

Option B: Formatted For Smart Phone


Option B: Formatted for Desktop



Subject Lines:



Settlement.

Option C: Formatted For Smart Phone


Option C: Formatted for Desktop


D. Postcard Notice

— —98

Exhibit D Postcard Notice


Google AdWords Class Actionc/o Analytics Consulting LLCP.O. Box 2005Chanhassen, MN 55317-2005

Postal Service: Please Do Not Mark Barcode

ABC1234567890

*ABC1234567890*JOHN Q CLASSMEMBER123 MAIN STAPT 1ANYTOWN, ST 12345

UNITED STATES

DISTRICT COURT

FOR THE NORTHERN

DISTRICT OF

CALIFORNIA

NOTICE OF PENDENCY

OF CLASS ACTION

CASE NO. 5:08-cv-03369-EJD

IN RE GOOGLE ADWORDS LITIGATION

Claim #: 1111111


If You Had a Google AdWords Account and Were Charged for Ad Clicks, You May Be Entitled to Money

A $22,500,000 class action settlement has been preliminarily approved by the U.S. District Court for the Northern District of California, in the case In Re Google AdWords Litigation, No. 5:08-cv-03369-EJD. Your rights may be affected and you may be entitled to a portion of this settlement if you are an eligible Class Member.

Who Is Included in the Settlement? You may be a Class Member if during the period of July 11, 2004 through March 31, 2008, you: 1) were a U.S. resident; 2) had a Google AdWords Account; and 3) were charged for clicks on advertisements appearing on parked domains or error pages. What Is This Case About? This case alleges that Google failed to disclose to its AdWords customers that it placed ads on websites known as parked domains and error pages. The lawsuit alleges that this conduct violated California laws against unfair competition and false advertising. Google denies these claims. How Do I Ask for Payment? To receive payment, you must submit a claim form no later than _____, 2017 and have spent at least $1.00 on AdWords ads served on parked domain or error pages between July 11, 2004 to March 31, 2008. You may complete the claim form online at www.AdWordsClassAction.com. Or you may mail your claim form to the following address: Google AdWords Class Action, c/o Analytics Consulting LLC, P.O. Box 2005, Chanhassen, MN 55317-2005.***If you do not file a claim, you will not receive a payment, unless, under certain circumstances, there is money remaining after all class members who do file claims have been fully compensated.***

What Are My Options? You have a choice about whether to stay in the class or not. If you submit a claim or do nothing, you are choosing to stay in the class. This means you will be legally bound by all orders and judgments of the Court, and you will not be able to sue Google about the legal claims resolved by this settlement. If you stay in the class you may object to the settlement. You or your own lawyer may also ask to appear and speak at the hearing, at your own cost, but you don’t have to. The deadline to submit objections and requests to appear is ________, 2017. If you do not want to stay in the class, you must submit a request for exclusion by ________, 2017. If you exclude yourself, you cannot get a payment from this settlement, but you will keep any rights to sue Google for the same claims in a different lawsuit. The detailed notice explains how to exclude yourself, object, and request to appear. The Court’s Fairness Hearing. The Court will hold a Final Fairness Hearing on __________, 2017 at the following location: U.S. District Court for the Northern District of California, San Jose Courthouse, Courtroom 4 – 5th Floor, 280 South 1st Street, San Jose, CA 95113. At this hearing, the Court will consider whether: 1) the settlement is fair, reasonable, and adequate; 2) to approve the service awards to the class representatives; and 3) to approve the award of attorneys’ fees and expenses to the attorneys for the class.Where Can I Get More Information? To get a copy of the detailed notice or settlement agreement or to learn more visit the settlement website at AdWordsClassAction.com; call toll-free by phone at 1-844-798-3628 or email at [email protected].

www.AdwordsClassAction.com1-844-798-3628

















E. Press Release

— —101

Exhibit E Press Release


DRAFT

Google and Advertisers Reach $22.5 Million Class Action Settlement

SAN FRANCISCO, __________, 2017 /PRNewswire/ -- Google Inc. and a proposed class of AdWords advertisers, represented by the law firm of Schubert Jonckheer & Kolbe LLP, today announced that they have reached a proposed $22.5 million settlement of claims related to Google’s placement of their ads on parked domains and error pages.

Plaintiffs alleged that from July 11, 2004 through March 31, 2008, Google failed to disclose to its AdWords customers that it placed their ads on websites known as parked domains and error pages. Parked domains are websites with little or no content, and error pages are websites that users visit when they enter an unregistered address into their web browser. Google denied these allegations.

“We are gratified by this excellent result for millions of AdWords advertisers,” said Noah Schubert of Schubert Jonckheer & Kolbe, Lead Counsel for the Class, “It has been a hard-fought nine-year case including an important victory in the Ninth Circuit.”

On __________, 2017, U.S. District Court Judge Edward J. Davila granted preliminary approval of the proposed settlement. If the settlement is finally approved, Google will pay $22.5 million into a settlement fund. Under its terms, class members who submit claims will receive payment in proportion to the amount they spent on ads on parked domains and error pages during the class period.

If, during the period from July 11, 2004 through March 31, 2008, you were a United States resident who had a Google AdWords account and were charged for clicks on advertisements appearing on parked domains or error pages, you are a class member and may be entitled to a settlement payment.

For additional information about the settlement and to claim your payment, visit the settlement website at www.AdWordsClassAction.com or contact the settlement administrator toll-free by phone at 844-798-3628 or by email at [email protected]

Class Counsel may also be reached by contacting Noah Schubert at the law firm of Schubert Jonckheer & Kolbe by phone at 415-788-4220 or by email at [email protected].

About Schubert Jonckheer & Kolbe

Schubert Jonckheer & Kolbe has extensive experience prosecuting claims on behalf of shareholders, employees, and consumers against corporate defendants across the nation. It also represents investors in shareholder derivative actions against corporate directors and officers.

SOURCE: Schubert Jonckheer & Kolbe LLP


F. Supplemental Digital Notice

— —103

Exhibit F Supplemental

Digital Notice


Exhibit E: Supplemental Digital Notice

Format A



Format B



Format C


G. Claim Forms

— —107

Exhibit G Claim Forms


Google AdWords Class Actionc/o Analytics Consulting LLC

P.O. Box 2005Chanhassen, MN 55317-2005

CLASS ACTION CLAIM FORMIn Re Google AdWords Litigation, No. 5:08-cv-03369-EJD (N.D. Cal.)

If, during any portion of the period July 11, 2004 and March 31, 2008, you: 1) were a U.S. resident; 2) had a Google AdWords Account; and, 3) were charged for clicks on advertisements appearing on parked domains or error pages, you may be entitled to payment under the Settlement.

To receive a payment, please complete this form, sign it, and return it to the Settlement Administrator no later than [insert date 60 days after Notice Date] by any method listed on the below. ALL CLAIMS ARE SUBJECT TO VERIFICATION.

If you want to participate in this settlement, you must return this form by one of the methods listed below:

CLAIMANT INFORMATIONName: _________________________________________________________________________________________

Company Name: _________________________________________________________________________________

Address: _______________________________________________________________________________________

_______________________________________________________________________________________

Contact Email ID: ________________________________________________________________________________

AdWords Customer ID: ____________________________________________________________________________

PAYMENT INFORMATIONPlease check only one:

Deposit my settlement funds, if any, directly to my bank account:

ABA Routing Number: __ __ __ __ __ __ __ __ __

Account Number: __ __ __ __ __ __ __ __ __ __

Credit my Google AdWords Account.

Issue me a distribution check at the address indicated above.

AFFIRMATION

By signing below, I hereby certify that the information I have provided in this Claim Form is true to the best of my knowledge and belief:

_____________________________________ _________________ Class Member’s Signature Date Signed

You may submit your claim form to the Settlement Administrator no later than [insert date 60 days after the Notice Date] by any of the following methods:

Mail to: Google AdWords Class Action c/o Analytics Consulting LLC P.O. Box 2005 Chanhassen, MN 55317-2005

Email to: [email protected]

Upload via: www.adwordsclassaction.com/upload

THIS FORM MUST BE POSTMARKED BY [insert date 60 days after Notice Date], 2017

Mail to: Google AdWords Class Action c/o Analytics Consulting LLC P.O. Box 2005 Chanhassen, MN 55317-2005

Email to: [email protected]

Upload via: www.adwordsclassaction.com/upload


H. Opt-Out Form

— —111

Exhibit H Opt-Out Form


Google AdWords Class Actionc/o Analytics Consulting LLC

P.O. Box 2005Chanhassen, MN 55317-2005

If you do not wish to participate in this case, you must return this form by one of the methods listed below:

Mail to:Google AdWords Class Action

c/o Analytics Consulting LLCP.O. Box 2005

Chanhassen, MN 55317-2005

or

Analytics Consulting LLC18675 Lake Drive East

Chanhassen, MN 55317

Email to:[email protected]

Upload via:www.adwordsclassaction.com/upload

I have read the notice in the In Re Google AdWords Litigation, and I do not wish to participate as a member

of this class.

Name: ________________________________________________________________________________

Company Name: ________________________________________________________________________

Address: ______________________________________________________________________________

______________________________________________________________________________

AdWords Customer ID: ___________________________________________________________________

I understand that by signing this form, I will not be represented by class counsel, but must proceed on my own

regarding any claim I have against Defendant, if I so choose.

I also understand I will not receive any money from the settlement fund.

_____________________________________ _________________

Class Member’s Signature Date Signed

OPT OUT FORM


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