IN THE UNITED STATES DISTRICT COURT FOR THE ......Counsel Andrew Kochanowski (“Kochanowski”) and...

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

Juan Ramon Torres, Christopher Robison, as Executor of the Estate of Eugene Robison, Deceased, and Luke Thomas,

Plaintiffs, vs. SGE Management, LLC, et al,

Defendants. _____________________________________

Civil Action No. 4:09-cv-2056

PLAINTIFFS’ APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES FOR CLASS COUNSEL ANDREW KOCHANOWSKI AND SOMMERS, SCHWARTZ, P.C. AND REASONABLE INCENTIVE FEE TO CLASS

REPRESENTATIVES CHRISTOPHER ROBISON, AS EXECUTOR OF THE ESTATE OF EUGENE ROBISON, JUAN TORRES, AND LUKE THOMAS

Case 4:09-cv-02056 Document 291 Filed in TXSD on 08/10/18 of 29

i

TABLE OF CONTENTS

INDEX OF AUTHORITIES........................................................................................................... ii

INTRODUCTION AND RELEVANT FACTS ............................................................................. 1

1. Role Of Other Counsel And Status Of Litigation Prior To Sommers Schwartz Representation ...................................................................................................................... 4

2. Sommers Schwartz Role After Appearance December, 2012 ............................................. 5

ARGUMENT ................................................................................................................................ 10

I. The Fifth Circuit Endorses A “Hybrid” Percentage/Lodestar Approach To Awarding Attorney Fees In Cases Like This ...................................................................................... 10

a. Sommers Schwartz’ Requested Fee Is Reasonable ........................................................ 11

b. Sommers Schwartz Seeks A 1.97 Upward Multiplier Consistent With Those Commonly Awarded In This Circuit For Similar Results ................................................................ 15

c. The Johnson Factors....................................................................................................... 16

1. Time And Labor Involved ......................................................................................... 17

2. Novelty and Difficulty of the Issues .......................................................................... 17

3. The Skill Required To Perform The Legal Services ................................................. 18

4. The Preclusion of Other Employment ....................................................................... 19

5. A Customary Fee For Similar Work In The Community .......................................... 20

6. Whether the Fee Is Fixed Or Contingent ................................................................... 20

7. The Time Limitations Imposed by the Client or the Circumstances ......................... 20

8. Amount Involved and the Results Obtained .............................................................. 20

9. The Experience, Reputation And Ability Of The Attorneys ..................................... 22

10.The Undesirability Of The Case ............................................................................... 22

11.The Nature And Length of the Professional Relationship with the Client ............... 23

12.Awards In Similar Cases ........................................................................................... 23

II. Award Of Costs Is Reasonable ........................................................................................... 24

III. Incentive Awards For The Named Representatives Are Appropriate ................................ 24

CONCLUSION ............................................................................................................................. 25


ii

INDEX OF AUTHORITIES

Cases

Accord Klein v. O'Neal, Inc., 705 F. Supp. 2d 632, 673 (N.D. Tex. 2010), as modified (June 14, 2010) ...................................................................................... 3, 10, 14, 16 Altier v. Worley Catastrophe Resp., LLC, 2012 WL 161824, at *22 (E.D. La., Jan 18, 2012) ............................................................................................................ 13 Billitteri v. Sec. Am., Inc., No. 3:09-CV-01568-F, 2011 WL 3585983, at *9 (N.D. Tex. Aug. 4, 2011) .................................................................................. 14, 16, 20, 21, 24 Blum v. Stenson, 465 U.S. 886, (1984) ......................................................................................... 12 Buettgen v. Harless, No. 3:09-CV-00791-K, 2013 WL 12303143, at *10 (N.D. Tex. Nov. 13,

2013).......................................................................................................................................... 11 Erica P. John Fund, Inc. v. Halliburton Co., No. 3:02-CV-1152-M, 2018 WL 1942227, at *9 (N.D. Tex. Apr. 25, 2018) .................................. 11, 13, 18, 19, 22, 24 Hoffman v. L& M Arts, et al., Case No. 3:10-cv-00953-D, Doc. No. 765, (N.D. Tex., July 1, 2015) ........................................................................................................... 14 In re Actos (Pioglitazone) Prod. Liab. Litig., 274 F. Supp. 3d 485, 526–27 (W.D. La. 2017) .... 15 In re AT & T Corp., 455 F.3d 160, 164 (3d Cir. 2006) ................................................................. 11 In re Cendant Corp. Sec. Litig. (“Cendant I”), 264 F.3d 201, 285 (3d Cir. 2001) ...................... 11 In re Enron Corp. Sec., Derivative & ERISA Litig., 586 F. Supp. 2d 732, 751–52 (S.D. Tex. 2008) ................................................................................................ 10, 11, 14, 15, 16 In re High Sulfur Content Gasoline Prod. Liab. Litig., 517 F.3d 220, 227 (5th Cir. 2008) 3, 10, 13 In re Vioxx Products Liab. Litig., 760 F. Supp. 2d 640, 659 (E.D. La. 2010) .............................. 14 Int'l Galleries, Inc. v. La Raza Chicago, Inc., No. 05 C 4991, 2007 WL 3334204, at *9 (N.D. Ill. Nov. 2, 2007) ............................................................................................................. 18 Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974) ....................... 10, 11, 16 Migis v. Pearle Vision, Inc., 135 F.3d 1041, 1047 (5th Cir.1998)................................................ 21 Pokorny v. Quixtar et al., Case No. c 07-0201 SC (N.D. Cal.) .................................................... 22 Powell v. C.I.R., 891 F.2d 1167, 1173 (5th Cir.1990) .................................................................. 12 Rouse v. Target Corporation, 181 F. Supp. 2d 379, 385 (S.D. Tex. 2016) .................................. 13 Saizan v. Delta Concrete Prod. Co., 448 F.3d 795, 799 (5th Cir. 2006) ...................................... 15 Sandwich Chef, 319 F.3d 205 (5th Cir. 2003) ......................................................................... 17, 22 Slipchenko v. Brunel Energy, Inc., No. CIV.A. H-11-1465, 2015 WL 338358, at *17 (S.D. Tex. Jan. 23, 2015) ....................... 10, 13, 14, 17, 19, 21, 22, 23 Strong [v. BellSouth Telecomm., Inc.,] 137 F.3d [844] at 849 [(5th Cir. 1998)] ............................ 3 Turner v. Murphy Oil, USA, Inc., 472 F. Supp 2d 830, 869 (E.D. La. 2007) ............................... 16 U.S., ex rel., Cook-Reska v. Cmty. Health Sys., Inc., 641 F. App'x 396 (5th Cir. 2016) .............. 14 United States v. Cmty. Health Sys., Inc., No. CIV.A. H-09-1565, 2015 WL 3386153, at *8 (S.D. Tex. May 4, 2015) ................................................................................................... 13


iii

Other Authorities

Manual for Complex Litigation § 14.11 (4th ed. 2004) .................................................................. 3 Theodore Eisenberg & Geoffrey Miller, Attorney Fees and Expenses in Class Action

Settlements: 1993–2008, 7 J. EMPIRICAL LEGAL STUDIES 248 (2010) ................................................. 15


1

INTRODUCTION AND RELEVANT FACTS

Pursuant to F.R.C.P 54(2)(d) and 23(h), this application is being made by appointed Class

Counsel Andrew Kochanowski (“Kochanowski”) and his law firm Sommers Schwartz, P.C.

(“Sommers Schwartz”) for services rendered to the litigation and settlement classes certified by

the Court (collectively “Certified Class”) and to Plaintiffs Christopher Robison, as executor of the

Estate of Eugene Robison, Juan Torres, and Luke Thomas (the “Named Plaintiffs”). The Court

should award Sommers Schwartz fees in the amount of $2,532,151.80 and costs in the amount of

$184,347.26, for a total of $2,710,963.06.

Sommers Schwartz was brought into this litigation in December, 2012 primarily for its

expertise in multi-level marketing and RICO litigation. Five of its attorneys filed appearances and

they and several other professionals performed services for the Certified Class. The firm funded a

considerable amount of the expenses incurred on behalf of the Class. The District Court appointed

Kochanowski as co-class counsel on January 13, 2014 [Dkt. No. 169, p. 19], along with Scott

Clearman (“Clearman”) and Matthew Prebeg (“Prebeg”) of the Clearman Prebeg firm.1 Since the

appointment, the District Court certified a litigation class, the certification was upheld by the Fifth

Circuit, counsel negotiated a settlement of the claim, and the Court has preliminarily approved the

settlement and set the final approval hearing on October 4, 2018. As part of the settlement, Stream

Energy, LLP et al., (“Stream” or “Defendants”) have agreed to pay Plaintiff Class attorneys’ fees

and costs of up to $10,275,000. [Dkt. No. 189-1]. Sommers Schwartz’ application seeks

1 Clearman Prebeg has since been dissolved, and Prebeg is practicing with his new firm, Prebeg, Faucett & Abbott, PLLC (“PFA”). After a lengthy absence between 2013 and 2015, Clearman is practicing as The Clearman Law Firm. As defined in the Settlement Agreement [Dkt. No. 289-1], Associated Counsel Jeffrey West Burnett of Jeffrey West Burnett PLLC (“Burnett”) and Thomas C. Goldstein and Eric F. Citron of the Goldstein & Russell, P.C. (“Goldstein Russell”), also provided services to the Plaintiff Class.


2

approximately 25% of that total. Other counsel listed in fn.1 are expected to seek their fees by

separate petitions.

Sommers Schwartz was unable to coordinate a joint application due to uncertainty

surrounding the winding up of Clearman Prebeg.2 By the time this litigation was in full discovery

and heading to class certification in 2013, Clearman had grown increasingly incapacitated by

alcoholism. He turned over the attorney-in-charge designation to Prebeg [Dkt. No. 140] and ceased

practicing law for an extended period of time between October, 2013 and May, 2015. These

circumstances were detailed in the Ex Parte Motion To Remove Scott Clearman Unopposed By

Defendants And Opposed By Clearman [Dkt. No. 203] filed May 26, 2015.3 Through these

2 In January, 2014, Clearman sued his former partners at Clearman Prebeg. [Dkt. No. 206, p. 7]. In addition, as the firm has become aware, Clearman did not keep contemporaneous track of his time at least up to 2013, when he left the practice of law to deal with his alcoholism. Since his return, he has not provided other counsel with any hourly records or estimates of his time spent on this case. (Kochanowski Declaration at Exh. A at par. 26). Thus, it is impossible for Sommers Schwartz to provide the Court an accurate cross-check using hours for all counsel seeking fees in this matter. Clearman has now taken an adversarial approach towards the other counsel in the case. (Exh. A at A-3). 3 “Since the Court certified the class, the Clearman|Prebeg, LLP law firm ceased its

normal practice and is winding up, with Mr. Prebeg and several other partners forming a new firm, Prebeg, Faucett & Abbott, PLLC. … Mr. Clearman is now believed to be in solo practice, or in a practice with his wife. For a variety of reasons…Mr. Clearman has been unable or unwilling to assist the Plaintiffs or the class with any meaningful efforts to represent them since at least October of 2013. On October 30, 2013, in the best interests of the class, Mr. Clearman was removed as attorney-in-charge of this case. [Dkt. No. 140]”

Clearman acknowledged his absence (he dated his beginning treatment as of November, 2013, and his liver transplant in January, 2015), [Dkt. No. 206, pp. 2 and 6], and the Fifth Circuit stayed the removal proceedings, which included Clearman’s cross motion for contempt against the other Class Counsel for filing the removal motion. The District Court held a telephone hearing with moving counsel and defense counsel on November 10, 2015, and asked that counsel re-advise the court if the issue required further consideration in the future. [Dkt. No. 212]. Ultimately after the Fifth Circuit’s mandate issued Sommers Schwartz voluntarily dismissed the removal petition, which by then had become largely moot.


3

circumstances Sommers Schwartz continued working cooperatively with PFA, Burnett, and

Goldstein Russell, all of who have done superlative work on behalf of the Plaintiff Class, and with

Clearman. Where allocation issues exist, the Fifth Circuit encourages separate applications to

allow the District Court to fulfill its function to award reasonable fees and allocate them fairly.4

Kochanowski has been effectively the lead counsel for Plaintiffs in this case since

December, 2012 when Sommers Schwartz made its initial appearance, and the firm has led this

litigation to a successful conclusion. (Exh. A at pars. 3, 9). It expended 2,652 hours of professional

time, including 2,488 attorney hours conducting massive discovery leading to class certification,

expert retention and depositions, dispositive motion practice, and of course the Fifth Circuit initial

appeal and en banc rehearing. (Id. at pars. 9-25, 30). Sommers Schwartz is seeking a modest 1.97

lodestar multiplier, which is well within the range commonly approved in this district and circuit.

By any measure, the novel result in this case on behalf of a class of over 170,000 distributors is

ample reason for awarding Sommers Schwartz the requested fees.

4 The Fifth Circuit has clearly provided the District Court with authority to set individual fee awards to each of the petitioning counsel:

In a class action settlement, the district court has an independent duty under Federal Rule of Civil Procedure 23 to the class and the public to ensure that attorneys' fees are reasonable and divided up fairly among plaintiffs’ counsel. See, e.g., Strong [v. BellSouth Telecomm., Inc.,] 137 F.3d [844] at 849 [(5th Cir. 1998)] (“To fully discharge its duty to review and approve class action settlement agreements, a district court must assess the reasonableness of the attorneys’ fees.”); Manual for Complex Litigation § 14.11 (4th ed. 2004) (“The court must distribute the [fee award] among the various plaintiffs’ attorneys, which may include class counsel, court-designated lead and liaison counsel, and individual plaintiff’s counsel.”)

In re High Sulfur Content Gasoline Prod. Liab. Litig., 517 F.3d 220, 227 (5th Cir. 2008). Accord Klein v. O'Neal, Inc., 705 F. Supp. 2d 632, 673 (N.D. Tex. 2010), as modified (June 14, 2010) (“the duty to investigate the provisions of the suggested settlement includes the obligation to explore the manner in which fees of class counsel are to be paid and the dollar amount for such services.”)


4

1. Role Of Other Counsel And Status Of Litigation Prior To Sommers Schwartz Representation

This June, 2009 class action was originally begun by Associate Counsel Burnett. Burnett

was retained by the original named plaintiffs and, because he was not a litigator, retained Clearman

(of the then Clearman Law Firm) to conduct the litigation. [Dkt. No. 121, Exh. 4; Exh. B, Burnett

Declaration].

Burnett, Clearman, and a lawyer named Brian Walsh,5 “were the original architects of the

complaint.” [Dkt. No. 121, Clearman Declaration, Exh. 5, p. 4.] The gist of the claim was that

Defendant Stream Energy, LLP, (“Stream”) a Dallas multi-level marketing company, and its

various subsidiaries and related entities, together with a number of corporate insiders and outside

promoters, ran a recruiting-based pyramid scheme that caused numerous independent distributors

to lose money selling energy products. Though the complaint was twice amended, the nature of

the case never changed, and it remained solely a RICO case.

After losing a motion to dismiss based on an arbitration clause contained in the distributor

agreement [Dkt. No. 37], Clearman, Burnett, and Walsh successfully obtained a reversal of that

decision in the Fifth Circuit, and the case returned to this Court on April 1, 2011. [Dkt. No. 45;

Dkt. No. 121, Exh. 5, p. 4]. By then, Clearman had entered into a partnership with Prebeg and

other Houston lawyers to form Clearman Prebeg. Clearman assigned his prior work for the case to

the new Clearman Prebeg firm. [Dkt. No. 206, p.4]. The firm employed associate Brent Caldwell

(“Caldwell”) who worked extensively on the case. Prebeg, an experienced commercial litigator,

5 Walsh filed an appearance on August 3, 2009 and withdrew May 24, 2011 [Dkt. No. 46]. Burnett filed an appearance on December 6, 2011 [Dkt. No. 65]. It is not known whether Walsh intends to seek fees in this case, but he has been advised of the settlement. (Exh. A at par. 26). The circumstances behind who actually drafted the complaint, and who may seek fees, are potentially more complicated, as Clearman’s recent communication with co-counsel indicated that two University of Texas professors were involved and that Clearman had agreed to pay them fees. (Exh. A at A-3).


5

entered an appearance on December 2, 2011 and also worked extensively on the case. [Dkt. No.

63]. Clearman Prebeg self-funded the expenses of the case.

In 2011 and 2012 Clearman Prebeg served written discovery and obtained a mass of

electronic documents from the numerous defendants. In October, 2011, the District Court

permitted the filing of a Second Amended Complaint and set various deadlines for class

certification for 2012. [Dkt. Nos. 50, 62]. The operative complaint was set to be answered by

January, 2012. [Dkt. Nos. 67-70.] Subsequently, by agreement, the District Court twice extended

dates for Plaintiffs to serve their expert report, from January, 2013 to May, 2013, and set the class

certification hearing for August 13, 2013. [Dkt. Nos. 76, 79].

2. Sommers Schwartz Role After Appearance December, 2012

In the late fall of 2012, Clearman and Prebeg asked Kochanowski and Sommers Schwartz

to provide additional experienced litigators and co-fund the expenses of the litigation (Exh. A at

pars. 6-7; Burnett Decl. Exh. B at pars. 9-10). Sommers Schwartz is a litigation boutique which

handles both individual and class actions, and which had the staff and financial resources to see

this case through the discovery, expert and class certification work that remained to be done. (Exh.

A at pars 3-5). After reviewing the docket and materials, and meeting with Clearman, Prebeg and

Burnett,6 Sommers Schwartz agreed to participate in the litigation on a contingency basis for a

20% participation percentage. The firm agreed to fund expenses of up to $70,000. (Id., Exh A-1).

Kochanowski, a senior partner at Sommers Schwartz, had extensive federal commercial litigation

and lead trial practice throughout the United States.7 Kochanowski agreed to assume lead

6 Kochanowski and Prebeg had known each other and co-counseled in Texas and Michigan intellectual property litigation for several years before Clearman Prebeg had formed. (Exh. A at par. 6). 7 Kochanowski had experience under FRCP 23(g)(1)(A)(ii) in ”handling… other complex litigation, and the types of claims asserted in the action.” His application for Class Counsel, Dkt. No. 121, Exh. 2, explained:


6

litigation/trial counsel role. (Exh. B at pars. 6-7). Sommers Schwartz agreed to provide sufficient

personnel to staff the litigation, and take over the day-to-day management of the document review,

expert retention, deposition preparation, and get the case in position to be certified and eventually

tried. (Exh. A at pars. 7, 9). Kochanowski, his partner Lisa Mikalonis, and senior associate Krista

H. Hosmer (“Hosmer”) filed appearances December 11, 2012 [Dkt. Nos. 80-85]. Associate Tiffany

Ellis (“Ellis”) filed an appearance in March, 2013, [Dkt. Nos. 86-87],8 and Partner Lance Young

(“Young”), a class action specialist, filed an appearance July 17, 2013. [Dkt. No. 114]. 9 (Id. at

par. 8).

I am a senior shareholder at the firm and have been lead counsel in a wide variety of matters that have both settled and gone to trial. In the past several years I have obtained a number of multi-million dollar verdicts in front of federal juries in cases involving patent infringement and licensing, constitutional violations, conspiracy and business tort violations, and similar matters. My trial experience ranges from trials lasting one week long, to a four-month long jury trial over antitrust and business torts, to a bench trial which lasted nearly nine months. I have extensive experience with the Racketeer Influenced and Corrupt Organizations Act ("RICO"), having litigated cases under the Act both as defense and plaintiff's counsel since 1985, and in litigations other than this one. I have prior experience in litigation involving alleged pyramid schemes. The clients I represent range from large corporations to research and development start-ups to individuals.

8 Hosmer was an experienced litigator with over 7 years experience. Mikalonis was a partner with 20+ years litigation experience who had been involved in an earlier pyramid scheme federal litigation with Kochanowski. Associate attorney Ellis had 1-2 years experience. Beyond some initial work evaluating the case and strategy, Mikalonis was not heavily involved in the subsequent litigation proceedings, but as the time records indicate, each of the other partners and associates who filed an appearance spent considerable time performing legal services. Generally, each of Mikalonis/Hosmer/Kochanowski with their paralegal support was a member of the firm’s Complex Commercial Litigation Practice, while Young, another partner, Jason Thompson, and Ellis, were members of the firm’s Class Action Practice. These two practice areas are functionally interrelated at Sommers Schwartz. 9 Young and partner Jason Thompson’s qualifications and experience were set forth in the application for Class Counsel, Dkt. No. 121, Exh. 2, and fulfilled the FRCP 23(g)(1)(A)(ii) “experience in handling class actions” subclause. Sommers Schwartz through Young and Thompson’s practice, handles opt-in and opt-out class actions throughout the United States.


7

As detailed in its members’ time records (Exhs. A-2 (a-b) and (c)), Sommers Schwartz

attorneys performed (A-2(a) and (b)), and the firm funded (A-2(c)), much of the extensive

discovery work that needed to be done to meet the court deadlines.10 (Exh. A at pars. 10-19). This

included the following:

The 700,000+ documents that had been produced in 2012 had not been reviewed.

Sommers Schwartz retained a third-party database firm to make the documents

manageable and enable review. Between Kochanowski, Hosmer and Ellis, together

with an outside paralegal (FastWorks LLC), the entire database was searched and

organized to permit the identification of key exhibits for depositions and dispositive

motions.

Kochanowski determined what witnesses should be deposed. Kochanowski,

Hosmer and Ellis prepared outlines and exhibits for each remaining deposition.

Kochanowski determined that a forensic accounting firm needed to review an

electronic database maintained by Defendants’ vendor, Data Paradigm, Inc.,

(“DPI”) in order to calculate common issues of liability and damages. Kochanowski

subpoenaed DPI, obtained the database, and retained the Michigan-based

accounting firm Plante Moran, and its partner Paul Taylor, to timely provide the

key expert report supporting Plaintiffs’ claims.

Kochanowski took the following party depositions: Domhoff, Flores, Smith,

Swagerty, Witt, and Tacker. He and Ellis prepared the deposition exhibits and

attended the Fisher and Snyder depositions.

10 Sommers Schwartz eventually exceeded its agreed-to funding contribution by over $108,000, see below at Section II, p. 24, resulting in the current costs reimbursement request of over $178,000.


8

Kochanowski, Ellis, and outside paralegals downloaded and reviewed hundreds of

hours of video and audio produced and available on the Web concerning the Stream

sales practices;

Kochanowski supervised the drafting of the Plante Moran expert report, defended

expert witness Taylor’s deposition, and prepared and took the deposition of

Defendants’ chief expert witness, Anne Coughlin. Kochanowski participated in

researching and preparing for the Direct Selling Association expert witness

deposition taken by Prebeg.

Kochanowski and Sommers Schwartz prepared the case to be tried. As set forth in

the declaration in support of his application for appointment for Class Counsel, Dkt.

No. 121, Exh. 2, pp. 6-10, Kochanowski formulated a trial plan, and various

members of the Sommers Schwartz team prepared jury instructions, exhibits and

other materials necessary to prepare the joint final pretrial order.

Between Kochanowski, Young, Hosmer and Ellis, Sommers Schwartz drafted and

took the lead in drafting virtually all of the substantive motions filed in the case

after its appearance and in drafting the opposition briefs to Defendants’ motions

and responses. These included every motion for partial summary judgment, and all

of the class certification motions and replies, as well as all the numerous related

motions to bar, strike, and appendices containing evidence. [Dkt Nos. 121, 122,

123, 127, 128, 129, 130, 134, 135, 136, 138, 139, 141, 142, 162, 163 and 167].11

11 Where it was not the lead drafter, Sommers Schwartz provided a supporting role to Prebeg and Caldwell, except to the response to a motion for sanctions filed by Defendants against Clearman. Sommers Schwartz played little to no role in defending the depositions of the then-class representatives Eugene Robison and Juan Torres. The firm did have frequent consultations with Burnett throughout the year, however. (Exh. A at par. 18).


9

Typically drafts of these were shared with Prebeg and Caldwell, who contributed

to these pleadings.12

Kochanowski argued the class certification hearing and examined the witnesses.

[Dkt. No. 152, Transcript].13

After the Fifth Circuit accepted Stream’s interlocutory appeal from the Plaintiff-winning

class certification decision, Kochanowski, Prebeg and Burnett jointly made the decision to retain

Goldstein Russell to lead the appellate effort. They negotiated a contingent fee with the firm.

Goldstein Russell is now entitled to a fee and will be filing its own petition. (Exh. A at par. 24).

Goldstein Russell are nationally recognized Supreme Court practitioners who, primarily

though attorney Eric Citron, took the lead in the Fifth Circuit. Kochanowski and Prebeg were

provided with drafts of the briefs and spent considerable time in review and consultation, as well

as providing record identification and strategy, to the Goldstein Russell firm. Sommers Schwartz

attended all of the arguments and spent time assisting Citron in preparation for the argument. (Id.).

After the case was mandated, the bulk of the opposition work to various motions filed by

the Defendants was split between Prebeg/Caldwell and PFA and Sommers Schwartz. [Dkt Nos.

225, 244, 250, 253]. Burnett was involved in all of the key decision making. Kochanowski was

one of the four Plaintiff attorneys involved in the February, 2018 mediation that led to the

settlement. Kochanowski and Young reviewed and/or drafted each of the many class notice,

12 It was during the fall of 2013, as deadlines for class certification were approaching, that Clearman’s disabling condition became more acute. Clearman did not contribute to any of the motions filed by Plaintiffs or in opposition to Defendants’ dispositive motions other than his declaration, which was delivered the afternoon the motion was due. Sommers Schwartz does not report this to impugn Clearman in any way, but to stress just how much work the firm was forced to shoulder in a short period of time even in the area that had been Clearman’s specialty, class action practice. (Exh. A at par. 20). 13 Kochanowski argued at the hearing and Young attended and made substantive contributions in the shaping of the class action argument.


10

proposed order and settlement forms circulated between the parties between February and the

motion to approve. Kochanowski drafted much of the motion for preliminary approval. (Id. at par.

25).

ARGUMENT

I. The Fifth Circuit Endorses A “Hybrid” Percentage/Lodestar Approach To Awarding Attorney Fees In Cases Like This

The settlement that the District Court has preliminarily approved is not a traditional

“common fund” in that there is not a single common fund but provisions for two separate

settlement funds. The fund to pay the Plaintiff Class is unlimited and subject only to election by

the over 170,000 class members. [Dkt. No. 289-1, Settlement Agreement]. The second fund pays

for the attorney fees and costs. This type of settlement has been characterized as a “constructive

common fund,” Slipchenko v. Brunel Energy, Inc., No. CIV.A. H-11-1465, 2015 WL 338358, at

*17 (S.D. Tex. Jan. 23, 2015).14

The methodology for assessing attorney fees in such settlements is typically a combination

of percentage and lodestar coupled with a reasonableness cross-check. While some Fifth Circuit

cases suggest that a pure lodestar approach should be used by the District Court, e.g., In re High

Sulfur Content Gasoline Prod. Liab. Litig., supra, 517 F.3d at 228, District Courts have tended to

use the “hybrid” approach that utilizes both percentage and a “lodestar check” with a cross-check

Johnson factors analysis. In re Enron Corp. Sec., Derivative & ERISA Litig., 586 F. Supp. 2d 732,

14 In a common fund case District Courts may determine a proper fee award by applying a percentage method. Klein v. O’Neal, Inc., supra, 705 F. Supp. 2d at 675-76, however the percentage must be cross-checked with the Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974) (hereafter “Johnson”) factors.


11

751–52 (S.D. Tex. 2008). Under this approach the firm’s hourly contribution at a reasonable rate

is examined by the District Court to ensure that:

“[T]he percentage approach does not lead to a fee that represents an extraordinary lodestar multiple.” In re Cendant Corp. Sec. Litig. (“Cendant I”), 264 F.3d 201, 285 (3d Cir. 2001); “A cross-check is performed by dividing the proposed fee award by the lodestar calculation, resulting in the lodestar multiplier.” In re AT & T Corp., 455 F.3d 160, 164 (3d Cir. 2006). “The multiplier represents the risk of the litigation, the complexity of the issues, the contingent nature of the engagement, the skill of the attorneys, and other factors.”

In re Enron Corp., supra, 586 F. Supp. 2d at 751–52.

Regardless whether the District Court ultimately awards a total of $10.275M in fees and

costs to all of the petitioning counsel Sommers Schwartz is seeking an award based on its own

contribution of hours and costs to the Plaintiffs’ Certified Class.15 The suggested upward lodestar

modifier of 1.97 is reasonable and supported by the firm’s contribution, cross checked with the

Johnson factors discussed below.

a. Sommers Schwartz’ Requested Fee Is Reasonable

Sommers Schwartz’s fee request is reasonable under any approach endorsed in this Circuit.

The fee petition by Sommers Schwartz seeks approximately 25% of the total amount of fees that

Defendants agreed not to oppose in the Settlement Agreement.16 The firm’s contemporaneous

15 The District Court can find that the entire $10.275 million in fees and costs should be awarded on a percentage basis. This circuit has awarded total percentage attorney fees of 25-33% of the total settlement amount. Buettgen v. Harless, No. 3:09-CV-00791-K, 2013 WL 12303143, at *10 (N.D. Tex. Nov. 13, 2013) (securities class action); see generally Erica P. John Fund, Inc. v. Halliburton Co., No. 3:02-CV-1152-M, 2018 WL 1942227, at *9 (N.D. Tex. Apr. 25, 2018), citing numerous securities cases awarding 30% fees in this circuit. If it does so, then the Sommers Schwartz allocation will be well within the totals commonly awarded. 16 Defendants have agreed not to oppose a total fee and cost award to Class Counsel and Associated Counsel of $10.275M. On a pure percentage basis, that amount represents approximately 22.2% of the value of the settlement to the Class. (Id., Exh. C, Declaration of Paul Taylor). The valuation of the fees and costs as 22.2% of the settlement value is discussed extensively in the Application For Attorney Fees By Associate Counsel Jeff Burnett, filed contemporaneously with the Sommers Schwartz petition. Sommers Schwartz agrees with the valuation methodology and supporting documentation contained therein.


12

time records show the firms’ attorney time was reasonably and judiciously spent on the

representation. The rates charged by the firm are in line with those charged by Houston-area law

firms engaged in complex litigation. The time value of its contribution computed as either applying

historical rates actually charged or current rates both support the fee request. (Exh. A at pars. 28-

30 and Exh. 2(a) and (b)).

These are set forth as lodestar Scenario A (historical) and Scenario B (current). Scenario

A, the time and value records contained in Ex. 2(a), shows the actual rates then in effect between

2012 and 2018. In that appendix each attorney’s time value (TV) is calculated at the rate in effect

during the time charged. Scenario B, time and value records contained in Ex. 2(b), shows each

attorney’s time value at the 2018 rate. If the attorney in no longer with the firm, an equivalent

partner/associate rate as of 2018 is depicted to ensure consistency. (Exh. A at par. 28). The

calculated values of the firm’s attorney hours at both sets of rates are as follows:

Attorney Name

Hours

Lodestar (Scenario A)

Lodestar (Scenario B)

Andrew Kochanowski 1,438.7 $833,900.50 $1,100,605.50 Lance Young 197.0 $126,567.00 $144,795.00 Krista Hosmer 367.2 $119,012.00 $146,880.00 Lisa Mikalonis 13.1 $5,765.50 $5,765.50 Jason Thompson 13.8 $8,641.00 $10,143.00 Tiffany Ellis 417.7 $110,945.50 $110,945.50 Sarah Rickard 40.8 $9,840.50 $9,840.50

Total Attorney Hours: 2,488.3

Total Paralegal Hours: 164.0

Total Attorney Time x Blended Rate: $1,214,672.0017 $1,528,975.00

Attorneys’ fees must be calculated at the prevailing market rates in the relevant community

for similar services by attorneys of reasonably comparable skills, experience, and reputation.

17 The totals for both scenarios in Exh. A-2(a) and (b) include 164 paralegal hours at a rate of $135-$170 per hour.


13

See Blum v. Stenson, 465 U.S. 886, (1984); Powell v. C.I.R., 891 F.2d 1167, 1173 (5th Cir.1990).

“An attorney's requested hourly rate is prima facie reasonable when he requests that the lodestar

be computed at his or her customary billing rate, the rate is within the range of prevailing market

rates[,] and the rate is not contested.” Altier v. Worley Catastrophe Resp., LLC, 2012 WL 161824,

at *22 (E.D. La., Jan 18, 2012) (citing La. Power & Light Co. v. Kellstrom, 50 F.3d 319, 328 (5th

Cir.1995)); see also High Sulfur Content, supra, 517 F.3d at 228. Sommers Schwartz’ current

billing rate are both actual and customary (Exh. A at par. 32) and appropriate to calculate the

firm’s lodestar contribution between 2012 and 2018 to compensate the firm for the long delay in

resolving this litigation. Slipchenko, supra, 2015 WL 338358, at *19; Erica P. John Fund, Inc.

v. Halliburton Co., No. 3:02-CV-1152-M, 2018 WL 1942227, at *17 (N.D. Tex. Apr. 25, 2018)

(“[t]he prevailing rate, unless other factors dictate, is the current rate that is paid to attorneys even

though the litigation spans a number of years.”).

Sommers Schwartz’ rates are reasonable and comparable to rates used in this market for

attorneys of similar skill, experience and reputation. See, e.g., Rouse v. Target Corporation, 181

F. Supp. 2d 379, 385 (S.D. Tex. 2016) (“according to [the National Law Journal’s 2013 Billing

Rate Survey], firms in Texas charge hourly rates averaging from approximately $655 for partners

and $417 for associates”). Under either the historical or current schedule, the rates used by

Sommers Schwartz for its partners ($455-$765),18 associates ($265-$400) and paralegals ($135-

170) fall squarely into rates that have been approved by this district for this market, and in this

Circuit in complex class, multi-district or fee shifting litigation. Those published rates may be used

18 Partners: Kochanowski’s rate ranged from $545 (2012) to $765 (2018); Young’s rate ranged from $515 to $735; Thompson’s rate ranged from $515 to $735; Mikalonis’ rate ranged from $425 to $455. Associates: Hosmer’s rate (listed as K. Taylor) ranged from $285 to $325 (Hosmer left firm in 2014, but comparable senior associates currently billing at $400 per hour); Ellis’ rate ranged from $265 to $290; Rickard’s rate ranged from $230 to $290. Exh A. at 2-A(a) and (b).


14

by the District Court in assessing the Sommers rates. United States v. Cmty. Health Sys., Inc., No.

CIV.A. H-09-1565, 2015 WL 3386153, at *8 (S.D. Tex. May 4, 2015), aff'd sub nom. U.S., ex rel.,

Cook-Reska v. Cmty. Health Sys., Inc., 641 F. App'x 396 (5th Cir. 2016) (competent evidence of

the reasonableness of the rate includes affidavit of the attorney performing the work and

information of rates actually billed and paid in similar lawsuits).19 (Exh. A at par. 32, comparing

Sommers Schwartz rates to Houston and actual firm fee awards). The rates approved in this district

for experienced trial attorneys such as Sommers Schwartz’ partners Kochanowski and Young

exceed $750 per hour (Cook-Reska, qui tam case).20

Sommers Schwartz’ rates are further objectively in line with approved litigation rates in

this district when the blended cross-check method is considered. “[T]he lodestar cross-check can

be simplified by use of a blended hourly rate” In re Vioxx Products Liab. Litig., 760 F. Supp. 2d

640, 659 (E.D. La. 2010). Blended rates have routinely been approved in this district and circuit

19 The District Court may use its own judgment and experience as well. “[A] court is itself an expert in attorneys’ fees and ‘may consider its own knowledge and experience concerning reasonable and proper fees and may form an independent judgment with or without the aid of witnesses as to value.’ [citations omitted].” Klein v. O'Neal, Inc., supra, 705 F. Supp. 2d at 680. 20 Sommers Schwartz’ rates compare favorably with partner rates listed several years earlier in the Dallas and Houston areas in the Enron litigation, supra. There, the district court noted 2007 partner rates at Andrews Kurth were $400-$795/hr; $350-$715 at Gardere Wynn; and $375-$900 at Locke Lorde Bissell (attorney Kochanowski’s former firm). In re Enron Corp. Sec., Derivative & ERISA Litig., 586 F. Supp. 2d at 779–81. In another case, the district court partner rates of $635-$775 “are generally comparable to the rates charged by Texas-based defense counsel in this action.” Slipchenko v. Brunel Energy, Inc., No. CIV.A. H-11-1465, 2015 WL 338358, at *19 (S.D. Tex. Jan. 23, 2015) (also citing approved rates of up to $895/hr. in an ERISA case). The Court can use the State Bar of Texas Dep’t of Research and Analysis Hourly Fact Sheet to ascertain an appropriate hourly rate. Hoffman v. L& M Arts, et al., Case No. 3:10-cv-00953-D, Doc. No. 765, (N.D. Tex., July 1, 2015), affirming 2015 rates for litigation services in Dallas of $810 and $766 for attorneys with over 25 years experience, and $466 for attorneys with 10+ years, reflecting that “the nature and complexity of this litigation warrant compensating the services of [large out of town firm] at higher levels than are represented by the median rates reflected in the Fact Sheet.” Page ID 26987; see also In re Heartland Payment Systems, Inc., Data Breach Lit., 851 F.Supp.2d 1040, 1087 (S.D. Tex. 2012) (finding reasonable rates ranging from $90/hour for paralegal work to $825/hour for co-lead class counsel).


15

at $500 per hour (Klein v. O’Neal, Inc., supra, 705 F. Supp 2d 632); $487 per hour (Billitteri v.

Sec. Am., Inc., No. 3:09-CV-01568-F, 2011 WL 3585983, at *9 (N.D. Tex. Aug. 4, 2011) (also

citing to $500/hour blended rate awarded); $456 per hour (in 2008, In re Enron Corp., 586 F. Supp.

2d at 779); and $450 per hour (In re Actos (Pioglitazone) Prod. Liab. Litig., 274 F. Supp. 3d 485,

526–27 (W.D. La. 2017) (MDL action, also citing to other recent MDL approvals in same range).

Thus, whether the District Court uses the historical rates that result in a $458 blended rate, or

current rates that result in a $574 blended rate, either would be a reasonable number under the

cases approved in this district. (Exh A. at par. 31 and A-2-A(a) and (b)).

Finally, “plaintiffs seeking attorneys’ fees are charged with the burden of showing the

reasonableness of the hours billed and, therefore, are also charged with proving that they exercised

billing judgment. Billing judgment requires documentation of the hours charged and of the hours

written off as unproductive, excessive, or redundant.” Saizan v. Delta Concrete Prod. Co., 448

F.3d 795, 799 (5th Cir. 2006). Here, Sommers Schwartz went through the detailed time sheets,

assessed whether the work detailed was necessary, and wrote off certain of the hours to avoid

redundancy. (Exh. A at pars. 31-32).

b. Sommers Schwartz Seeks A 1.97 Upward Multiplier Consistent With Those Commonly Awarded In This Circuit For Similar Results

Sommers Schwartz seeks an upward multiplier to compensate the firm for an extraordinary

result on behalf of the class. The mean multiplier awarded in this Circuit is 2.07.21 Were the District

Court to award it its historical rates (Scenario A), a multiplier of 1.97 recently applied in this

district results in an award of $2,392,903.84.22 Were the court to award it its current rates (Scenario

21 See Theodore Eisenberg & Geoffrey Miller, Attorney Fees and Expenses in Class Action Settlements: 1993–2008, 7 J. EMPIRICAL LEGAL STUDIES 248 (2010). 22 Because each firm is submitting separate fee petitions, there is a possibility that the total fee and expense requests may exceed or fall short of the negotiated $10.275 million target. In this


16

B), and Sommers Schwartz applied the same multiplier, the resulting fee award would be

$3,012,080.75.

Lodestars over 2.0 have been approved in cases of similar complexity and with similar

results in this district and circuit. See, e.g. Billitteri v. Sec. Am., Inc., No. 3:09-CV-01568-F, 2011

WL 3585983, at *9 (N.D. Tex. Aug. 4, 2011) (1.97 multiplier); Turner v. Murphy Oil, USA, Inc.,

472 F. Supp 2d 830, 869 (E.D. La. 2007) (2.5 to 3.5 multiplier); Klein v. O’Neal, supra (2.5

multiplier, discussing other class actions resulting in multipliers up to 4.5). Because either set of

rates and any multiplier in the range cited above would be an appropriate lodestar for the District

Court to award, Sommers Schwartz believes that a fair methodology averages both its historical

and current rates. This results in an applied blended rate of $516.56, which with a multiplier of

1.97 supports an attorney fee request of $2,532,151.80.

c. The Johnson Factors

A 1.97 multiplier is amply justified, as discussed below in the Johnson factors analysis.23

Six of the Johnson factors are expressly included in the lodestar calculation (novelty and

complexity of issues; special skills and experience of counsel; quality of representation; results

obtained from representation; time limitations imposed by the client and circumstances; and

preclusion of other employment.) In re Enron Litigation, supra, 586 F. Supp 2nd at 756-57.

circumstance, Sommers Schwartz believes the fairest way to proceed is to adjust each firm’s multiplier upwards or down in relation to each firm’s lodestar as a percentage of the whole. 23 (1) the time and labor required; (2) the novelty and difficulty of the issues; (3) the skill required to perform the legal service adequately; (4) the preclusion of other employment by the attorney because he accepted this case; (5) the customary fee for similar work in the community; (6) whether the fee is fixed or contingent; (7) time limitations imposed by the client or the circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation, and ability of the attorneys; (10) the undesirability of the case; (11) the nature and length of the professional relationship with the client; and (12) awards in similar cases.


17

1. Time And Labor Involved

The time and labor required and spent for Sommers Schwartz Class Counsel to litigate this

case were substantial. Since entering this case in December, 2012, Sommers Schwartz Class

Counsel engaged in significant discovery: created the database for the approximately 700,000

documents, reviewed most if not all of them, deposed a number of fact witnesses, chose and

retained and defended an expert accounting and forensics firm, deposed the Defendants’ opposing

expert on liability, wrote all of the motions for partial summary judgment, wrote the motion for

class certification, successfully argued the motion for class certification, and worked with appellate

counsel on successfully defending the certification through an en banc decision and Supreme Court

certiorari petition. (Exh. A at pars. 9-25). Each of these tasks was undertaken over significant

opposition. After remand, Sommers Schwartz wrote or co-wrote much of the response to various

motions brought by the Defendants. The firm prepared for trial and engaged in what ultimately

proved successful settlement negotiations, including mediation. All of this work was done with

partner-heavy lean staffing so as not to impose unnecessary costs on the case. (Exh. A at par. 33).

2. Novelty and Difficulty of the Issues

The question of RICO reliance was central to this case. Since the 1990’s, no reported case

has successfully applied a class-wide RICO claim to a multi-level marketing pyramid scheme. The

novelty, difficulty, and success of the central class certification issue (intertwined with difficult

liability issues) was particularly acute in this Circuit, as Plaintiffs had to overcome Sandwich Chef,

319 F.3d 205 (5th Cir. 2003), that had established reliance issues that supported the initial panel’s

decision reversing the certification order. Unlike virtually any other kind of litigation, this case

had no roadmap and required a unique set of skills and experience. The second factor supports the

requested award. See Slipchenko, supra, 2015 WL 338358 at *19 (noting that “few” prior cases


18

like the COBRA class claim at issue had been certified over opposition, supporting award of

enhanced fees); Erica P. John Fund, Inc., supra, 2018 WL 1942227, at *10 (multiple trips to

Supreme Court and reversal of precedent “demonstrate the novelty and difficulty of the legal issues

in this case.”)

3. The Skill Required To Perform The Legal Services

This factor is related to the novelty and difficulty of the issues and the experience and

ability of counsel. The particular skill set of the Sommers Schwartz’ lawyers to this unique case

was previously set forth in the Kochanowski Declaration in connection with his application to be

appointed Class Counsel [Dkt. No. 121, Exh. 2]. Kochanowski and his colleagues at the firm had

been lead and trial counsel for a multi-level marketing company out of Dallas in a federal

defamation action, in which the key question was precisely the one at issue here.24 Mr.

Kochanowski had previously litigated RICO cases, and was one of a handful of lawyers in the U.S.

who had experience litigating the core issues involved in the case. (Exh. A at pars. 5-6).

The case was one of a small number certified as a RICO action, and appears to be the first

multi-level marketing action actually certified under RICO since the 1990’s. Sommers Schwartz

attorneys wrote and argued the class certification motions and ancillary motions curtailing the

24 In that case, led by Kochanowski and ultimately favorably settled after a lengthy trial in federal court in Chicago, the district court opinion summarized the key issue that was litigated:

Defendants argue that “[s]tate and federal anti-pyramid law consistently focuses on whether compensation in the program is primarily based upon recruitment of additional members, as opposed to sale of a product to retail customers.” … Defendants characterize IGI's business as offering compensation that is based primarily upon recruitment of additional members. IGI disagrees and argues that independent distributors of its reproductions are not compensated primarily for recruiting new independent distributors.

Int'l Galleries, Inc. v. La Raza Chicago, Inc., No. 05 C 4991, 2007 WL 3334204, at *9 (N.D. Ill. Nov. 2, 2007). (Exh. A at par. 5).


19

Defendants’ expert opinions in opposition. This factor too supports the requested fee award.

Slipchenko v. Brunel Energy, Inc., supra, 2015 WL 338358, at *19 (same rationale with respect to

certified COBRA case).

This factor is often combined with Factor 9, the “experience, reputation and ability” factor.

Kochanowski had nearly 30 years of complex federal litigation experience, had tried and won a

number of multi-million dollar federal cases in several different substantive fields, had

successfully handled international arbitrations over complex commercial disputes, and had served

as both defense and plaintiff’s lead counsel in a multitude of jurisdictions before taking on this

matter. In this case Sommers Schwartz was confronted with very able defense counsel, culminating

in the Gibson Dunn firm, whose lead attorney during the certification and Fifth Circuit appeal

(James Ho) was recently confirmed to the Fifth Circuit. This factor too weighs in favor of the

requested award. See Erica P. John Fund, Inc., supra, 2018 WL 1942227, at *11 (“Class Counsel

also points to the “quality of the opposition faced by Class Counsel” as a relevant factor in

assessing their performance. … “The ability of Plaintiff’s Counsel to obtain such a favorable

settlement for the Class in the face of such formidable legal opposition confirms the superior

quality of their representation” …. The Court agrees that, in this case, that was a substantial factor

due to the very high quality of defense counsel’s work.”)

4. The Preclusion of Other Employment

The case demanded immediate attention and a full-time commitment in 2013 for Mr.

Kochanowski and his team (first Hosmer, later Ellis, with Young, (Exh. A at pars. 8, 30 and 33)).

During that time, the Complex Commercial Litigation Practice group that Kochanowski headed

could not take on another major case. (Exh. A at pars. 3, 20). This factor too favors the fee award.

Slipchenko, supra, 2015 WL 338358, at *19 (same rationale with respect to certified COBRA case

where four out of seven lawyers in a practice group spent more than 50 hours on the case).


20

5. A Customary Fee For Similar Work In The Community

This factor is addressed above. Sommers Schwartz requested rates are similar to those in

the Houston legal community and those approved by courts in this district for fee awards and

enhanced fee awards.

6. Whether the Fee Is Fixed Or Contingent

Sommers Schwartz undertook this representation on a contingent fee basis and with

planned assumption of significant expenses, which were then exceeded by over $108,000. (Exh.

A at par. 7). The contingent nature of the representation and “very real risk” that a pyramid scheme

case would present possibility of obtaining no recovery, makes application of this factor

“particularly relevant” in Sommers Schwartz’s favor. Billitteri v. Sec. Am., Inc., supra, 2011 WL

3585983, at *7.

7. The Time Limitations Imposed by the Client or the Circumstances

The case presented a very real time limitation for Sommers Schwartz. When the firm was

asked to assume the lead representation, there had been no depositions taken beyond two initial

depositions taken before there was any meaningful document production, and an impending

discovery cut-off. Sommers Schwartz was forced on short notice to obtain extensions, create a

database and review some 700,000 documents, and determine who to depose and take many of

those depositions, all within just several months. At the same time, Sommers Schwartz had to find

and retain its expert witness and conduct third-party discovery of the Defendants’ giant database,

maintained by a Dallas consulting firm. (Exh. A at pars. 9-19). This factor goes hand-in-hand

with Factor 4, and weighs in the firm’s favor.

8. Amount Involved and the Results Obtained


21

“The ‘most critical factor in determining the reasonableness of a fee award is the degree of

success obtained.’ In re Heartland, 851 F.Supp.2d at 1085 (citing Farrar v. Hobby, 506 U.S. 103,

114, 113 S.Ct. 566 (1995); Migis v. Pearle Vision, Inc., 135 F.3d 1041, 1047 (5th Cir.1998)).”

Slipchenko, supra, 2015 WL 338358, at *19; Billitteri v. Sec. Am., Inc., supra, 2011 WL 3585983,

at *8.

The settlement preliminarily approved by the Court gives over 170,000 distributors a

guarantee of 20% recovery of their loss, or, at their choice, a radically revised commission

structure, at no cost, that enables them to make a meaningful amount in commissioned sales if they

wish to resume sales activity without recruiting anyone else. As explained by expert witness Paul

Taylor, a substantial number of class participants could recoup their mostly modest losses entirely,

or make a profit, if they sell a modest amount of sales due to the revised commission structure.

(Exh. C). Taylor explains that over 97% of the distributors used the Homesite web portal to

conduct their business, which costs $24.95/month, and for all the distributors who choose not to

seek the 20% actual loss option, that negotiated benefit is worth $300/person, or $54 million

collectively. The free Homesite enables each class member who declines a payout to sell products

which, based on historical rates, would result in a $240 payment in commissions per distributor,

or $38.5 million to the class. (Id.) Coupled with the fact that 80% of the distributors suffered

modest losses between $111 and $648, this settlement has the very real potential to substantially

or wholly pay back much of the class loss. (Id.)

This innovative settlement appears to be the largest of its kind as regards an active multi-

level marketing company when sued by its distributors. By way of comparison, a class action

settlement in the Bostwick v. Herbalife case, reported by Plaintiffs’ appellate amicus at

https://www.truthinadvertising.org/herbalife-settlement-numbers/, appears to have obtained a

substantially worse result for the plaintiff distributors. Unlike the Herbalife settlement, this is not


22

a closed, reversionary common fund.25 In 2012, in a case involving Amway sales practices where

the distributors claimed to have been induced to invest in products and marketing tools resulted in

a settlement class, the Boies Schiller firm sought and obtained approval for $15 million in attorney

fees in a $34 million cash fund and $21 million retail product fund, resulting in a 27.3% common

fund and a lodestar multiplier of 2.29 (Exh. D, Motion For Attorney Fees, Pokorny v. Quixtar et

al., Case No. c 07-0201 SC (N.D. Cal.). As in Billiteri, supra, at *8 the result here is “one of the

largest” in this district and an “excellent resolution considering all of the circumstances faced in

this case, and provides a substantial recovery to class members.” This factor too weighs heavily in

favor of the fee award.

9. The Experience, Reputation And Ability Of The Attorneys

This factor is addressed above and also weighs in favor of the enhanced award.

10. The Undesirability Of The Case

Courts link this factor to novelty and difficulty factors. Slipchenko, supra, 2015 WL

338358, at *19. As in that case, very few pyramid scheme cases had been certified (and to

Plaintiffs’ knowledge none under RICO since the PSLRA amendment) and the existence of the

Sandwich Chef decision in the Fifth Circuit presented a circumstance that “made the case risky

and therefore undesirable.” Id. Additionally, “the ‘risk of non-recovery’ and ‘undertaking

expensive litigation against ... well-financed corporate defendants on a contingent fee’ has been

held to make a case undesirable, warranting a higher fee. Braud v. Transport Serv. Co., 2010 WL

3283398, at *13 (E.D. La. Aug. 17, 2010).” Erica P. John Fund, Inc., supra, 2018 WL 1942227,

at *12. Such risk was especially acute in this case as evidenced by the Fifth Circuit’s initial reversal

25 Plaintiffs could not find any other truly meaningful comparison cases, as the multi-level companies typically in civil litigation by their distributors follow an FTC or SEC enforcement action. These companies are typically shuttered and fined by the FTC. Even Herbalife, after the noted Bostwick settlement, was subject to its own, much larger FTC enforcement and paid a $200 million fine.


23

of this Court’s class certification decision, only to be followed by a rare en banc affirmance.

Accordingly, this factor too supports the enhanced fee award.

11. The Nature And Length of the Professional Relationship with the Client

Sommers Schwartz was brought to the case after Associated Counsel Burnett had secured

the original named plaintiffs. (Exh. B at pars. 2-4, 9). Since Sommers Schwartz was brought into

the case to serve primarily as trial counsel, its attorneys did not have a direct relationship with

either Messrs. Eugene Robison or Juan Torres, or Christopher Robison, the successor executor of

Mr. Robison’s estate and Luke Thomas, the named Class Representatives, until mediation, when

Christopher Robison was present. Sommers Schwartz did work with Burnett directly, however,

often advising and conferring with him on a daily basis, and treated Burnett as the indispensable

client representative. (Id. at par. 12). And as in Slipchenko, supra, at *19 where the court found

this to support the fee award, Sommers Schwartz also led “the extensive and difficult motion

practice and other discovery work, … litigated the extent of discovery on the absent class … [and]

mediated the case and negotiated what ultimately proved to be a settlement agreement.” Thus, this

factor too supports the enhanced award.

12. Awards In Similar Cases

This factor too has been addressed above and weighs in favor of an enhanced award. For

comparison purposes, the Herbalife settlement described above resulted in an attorney fee of

approximately $4.9 million with substantially less in the way of actual payments or real benefits

to the much larger class—it was the FTC not the class action that resulted in the $200 million

consumer fine. The Amway settlement resulted in attorney’s fees of $15 million with a 2.29

lodestar multiplier on a settlement of, at most, $55 million.


24

II. Award Of Costs Is Reasonable

“Expenses and administrative costs expended by class counsel are recoverable … in a class

action settlement.” Billitteri, supra, 2011 WL 3585983, at *10. These costs include “consulting

expert fees, transportation, meals and lodging, in-house and outsourced photocopying, research,

court reporting fees and deposition transcripts, overnight courier services, postage, and other

services.” Id., (citing other authority). Sommers Schwartz incurred $184,347.26 in necessary costs

in connection with this case. (Exh. A at A-2(c)). The included detail of the firm’s actual costs

supports an award. No services included in the costs are for unrecoverable expenses.

Exh. 2(c) provides detail of supporting the $184,347.26 it spent in recoverable costs by

setting forth invoice dates and payees. Of those amounts, the largest constituted payments of over

$91,000 to the testifying expert, Paul Taylor of Plante & Moran. An additional $32,130 was spent

creating the 700,000 document database and $7,100 spent maintaining the database (to vendor

DTI). (Exh. A at par. 36). Copying, electronic exhibit, and other outsourced costs to vendor C2

Legal/Computing Source totaled $11,510. The remainder of the costs was airfare and meals and

miscellaneous costs associated with transporting and bundling exhibits and personnel to locations.

Each of these was necessary to take depositions in Dallas, where Stream was located, and attend

the class certification hearing in Houston, and appellate arguments in New Orleans. (Exh. A at

pars. 35-37).

III. Incentive Awards For The Named Representatives Are Appropriate

The Defendants have agreed to pay and not oppose incentive awards of $15,000 for the

Lead Representative, the Robison Estate, and $5,000 to Thomas and Torres. [Dkt. 289-1;

incentives explained in Kochanowski Declaration to Motion For Preliminary Approval].

Representative parties may be awarded “reasonable costs and expenses (including lost wages)”

relating to the representation of the class. Erica P. John Fund, Inc., supra, 2018 WL 1942227, at


25

*14. Here, as evidenced by the Burnett Declaration, Exh. B, each of these Plaintiffs spent

considerable time assisting in preparing the case, or supplying information to Plaintiffs’ Class

attorneys, and being deposed, attending the mediation or communicating with Burnett. The sums

sought are modest and well within the range typically awarded by courts in this district and circuit.

CONCLUSION

For the foregoing reasons, Sommers Schwartz’ request for an award of fees in the amount

of $2,532,151.80 and costs in the amount of $184,347.26, for a total of $2,716,499.06 should be

awarded to Class Counsel Andrew Kochanowski and Sommers Schwartz, P.C. Additionally,

additional fees may be incurred by Sommers Schwartz in its representation of the Plaintiffs’

Certified Class. Other circumstances may warrant the Court to revisit the issue of fees. The firm

reserves the right to modify its request once other fee applications are filed by remaining counsel

Respectfully submitted,

By: /s/ Andrew Kochanowski SOMMERS SCHWARTZ, P.C. Andrew Kochanowski (MI Bar No. P55117) One Towne Square, Suite 1700 Southfield, MI 48076 (248) 355-0300

Dated: August 10, 2018 [email protected]

CERTIFICATE OF SERVICE

I hereby certify that on August 10, 2018, the foregoing document was served upon all

counsel of record by email and through the Court’s CM/ECF system.

/s/ Andrew Kochanowski Andrew Kochanowski


Exhibit A

Case 4:09-cv-02056 Document 291-1 Filed in TXSD on 08/10/18 Page 1 of 90

IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION



Defendants. ____________________________________


DECLARATION OF ANDREW KOCHANOWSKI

I, Andrew Kochanowski, under penalty of perjury, do testify and declare as follows:

1. I am one of the counsel of record in the above-captioned case and one of three

appointed Class Counsel. I am a senior shareholder in the Southfield, Michigan law firm,

Sommers Schwartz, P.C., where I have been practicing since 1996. I obtained a Bachelors of

Arts degree from the University of Michigan in 1981 and a Juris Doctor degree from

Washington University in St. Louis, Missouri in 1984. I am admitted to the Bar in the State of

Illinois (inactive) and Michigan. I am admitted in this District. This declaration is submitted

in support of Plaintiffs’ Application For Attorneys’ Fees And Expenses For Class Counsel

Andrew Kochanowski and Sommers Schwartz, P.C.

2. Attached as Exhibit A-1 is a copy of the Joint Fee And Prosecution Agreement

between Sommers Schwartz and other counsel representing Plaintiffs. Attached as Exhibit A-2

are printouts from our firm’s time-keeping software reflecting each Sommers Schwartz’ attorney’s


2

and paralegal’s detailed time spent on the representation of Plaintiffs, including the Certified Class,

from December, 2012 to the present. Exhibit 2(a) depicts the time records computed under

Sommers Schwartz’ customary rates as actually charged during the course of the representation

between 2012 and 2018. Exhibit 2(b) depicts the same detail but computed under the firm’s

current billing rates, effective as of 2018, the date of the preliminary approval of the settlement

between Plaintiffs and Defendants in this matter. Exhibit 2(c) depicts the costs expended by

Sommers Schwartz in connection with the representation of Plaintiffs. Each of these exhibits

appended as (a), (b), and (c) are accurate, contemporaneous records of date and attorney/paralegal

time entries charged to the file. Exhibit 3 is a letter received by email by me yesterday.

3. Since the inception of Sommers Schwartz’ representation of Plaintiffs in this case,

I have been the lead partner in charge of the substantive work on the file and have supervised the

attorneys and paralegals at the firm who have performed legal work under my direction. I have at

various times been the head of the firm’s Complex Commercial Litigation Practice. My partners

Jason Thompson and Lance Young have headed up the firm’s Class Action Practice. Sommers

Schwartz is a litigation boutique firm that handles work almost exclusively for plaintiffs in

contingent-fee commercial, intellectual property, antitrust, class action, personal injury, mass tort,

and similar fields. In practice, the firm’s commercial and class action practices often work together.

At various times these groups total between 8-12 attorneys and up to four paralegals. As detailed

below, this case took up much of my practice area’s time in 2013, forcing us not to take on

additional other work during that year.

4. The bulk of my personal practice is typically limited to federal court and

arbitration litigation, and specifically to the areas involving complex business torts, patent

infringement and class action representation. Prior to joining Sommers Schwartz, I practiced for a


3

number of years with a national Chicago-based law firm, now known as Locke, Lord & Liddell,

where I litigated various international disputes, insurance and re-insurance litigation, and other

federal litigation matters. I am a senior shareholder at the firm and have been lead counsel in a

wide variety of matters that have both settled and gone to trial. I have obtained a number of multi-

million dollar verdicts in front of federal juries in cases involving patent infringement and

licensing, constitutional violations, conspiracy and business tort violations, and similar matters.

My trial experience ranges from trials lasting one week long, to a four month long jury trial over

antitrust and business torts, to a bench trial which lasted nearly nine months.

5. I have extensive experience with the Racketeer Influenced and Corrupt

Organizations Act ("RICO"), having litigated cases under the Act both as defense and plaintiff’s

counsel since 1986. I have prior experience in litigation involving alleged pyramid schemes, a case

in which I was retained by a Dallas bankruptcy trustee to represent a Texas-based multi-level

marketing company in a corporate defamation suit against a newspaper that alleged the company

was a pyramid scheme. In that case, which settled in 2008, I obtained a significant confidential

settlement for the estate after a two-week jury trial in which the central issue was whether the client

was in fact a recruiting-based pyramid scheme multi-level marketer. Int'l Galleries, Inc. v. La Raza

Chicago, Inc., No. 05 C 4991, 2007 WL 3334204, at *9 (N.D. Ill. Nov. 2, 2007). I retained a

Michigan-based forensic accounting firm, Plante & Moran, and a testifying expert, partner Paul

Taylor, in that case to examine the company’s practice and electronic database and provide expert

testimony concerning its losses. On the basis of experience in that case, I believe that I am one of

very few lawyers in the United States who by 2012, when I was retained by the Plaintiffs, had

actual experience with both RICO and multi-level marketing cases involving pyramid scheme

allegations. At the conclusion of that case, I successfully defended against objection from some of

the estate’s trade creditors distribution of substantial attorney fees to Sommers Schwartz by the


4

Bankruptcy Court for the Northern District of Texas.

6. I was first retained in this matter by attorneys Matthew Prebeg and Scott

Clearman, in late 2012. I had known Mr. Prebeg for a number of years prior to then while he was

a partner at another Houston firm, and we had co-counseled on some intellectual property litigation

in Texas and Michigan. By 2012, I knew that Mr. Prebeg and Mr. Clearman had formed Clearman

Prebeg LLP (“Clearman Prebeg”). In the fall of that year, Mr. Prebeg and Mr. Clearman told me

about the Torres v. Stream, et al., litigation, and asked me and the firm to join the Plaintiffs, both

to provide the type of litigation assistance that my firm often does with smaller firms, and to assist

in funding the expenses of the litigation. Sommers Schwartz will often advance funding from its

own resources in class action litigation.

7. After reviewing the file materials and (I believe) discussing some matters with

Mr. Jeff Burnett, whom I did not previously know, I agreed to file an appearance and provide

Sommers Schwartz personnel and resources towards taking discovery and shaping the case for

class certification and trial. I agreed to assume a lead litigation role. Exhibit 1 is a copy of the joint

fee prosecution agreement we entered into with Clearman Prebeg and Jeffrey West Burnett PLLC

law firms reflecting the firm’s potential fee split and $70,000 funding cap. Our representation was

on a contingent basis, and to date we have not been paid anything for representing the Plaintiffs or

the Certified Class.

8. I, my partner Lisa Mikalonis, and senior associate Krista H. Hosmer (“Hosmer”),

filed appearances December 11, 2012. Associate Tiffany Ellis (“Ellis”) filed an appearance in

March, 2013, and Partner Lance Young (“Young”) filed an appearance July 17, 2013. My partner

Jason Thompson (“Thompson”) later filed an appearance, as did Sarah Rickard, an associate,

during the pendency of the appeals.

9. When I entered an appearance, I understood that Mr. Prebeg and Mr. Clearman


5

looked to me and my firm as lead litigation counsel. The defendants had produced several hundred

thousand pages of electronic documents which were not in a database. Only two depositions had

been taken, both before the document production, and I understood there were various discovery

deadlines approaching. As the case unfolded these time limitations became apparent and acute.

We led the way in quickly and efficiently conducting a massive document review and prepared for

and executed a large deposition campaign in a matter of months, which I estimate is less than half

the time that we would ordinarily do in a case this large and complicated.

10. I staffed the case as follows. My partner Lisa Mikalonis had experience in the

pyramid scheme case above, and I was looking to her for an initial review and strategy. Mikalonis

was a 20+ year experienced lawyer with big firm experience and twin specialties of intellectual

property and First Amendment rights. Hosmer had been in practice since 2005, had big firm

experience, and was a senior associate at the firm specializing in complex litigation. Mikalonis

and Hosmer worked with me at the Complex Commercial Litigation Practice. Ellis was a relatively

new associate, working primarily for the firm’s Class Action practice. Young was a partner with

significant class action experience. I instructed Hosmer and Ellis to share document review and

ancillary motion practice, while Young provided class action and certification strategy. I assumed

the role of coordinating and supervising the review of documents, and lead deposition and expert

retention and testifying roles. Each attorney was instructed to keep time records of their work on

the file, which I regularly reviewed.

11. Between December, 2012 and class certification in January, 2014, the firm

performed the following, as detailed in our time records (Exhs. A-2 (a-b)).

12. The 700,000+ documents that had been produced in 2012 had not been reviewed,

and Sommers Schwartz retained a third-party database firm to make the documents manageable

and enable review. Hosmer, Ellis, and I together with an outside paralegal service (FastWorks


6

LLC), organized the entire database and searched and coded the documents to permit the

identification of key exhibits for depositions and dispositive motions. I determined what witnesses

should be deposed. Hosmer, Ellis and I prepared outlines and exhibits for each remaining

deposition.

13. I determined that a forensic accounting firm was needed to review an electronic

database maintained by Defendants’ vendor, Data Paradigm, Inc., (“DPI”) in order to calculate

common issues of liability and damages. I subpoenaed DPI, and negotiated an agreement to obtain

the massive database. I retained the Michigan-based accounting firm Plante Moran, and its partner

Paul Taylor, to timely provide the key expert report supporting Plaintiffs’ claims.

14. I took the following party depositions: Domhoff, Flores, Smith, Swagerty, Witt,

and Tacker. I and Ellis prepared the deposition exhibits for the Fisher and Snyder depositions taken

by Mr. Prebeg and/or Mr. Clearman, and one or both attended those depositions. I did not attend

the Lucia, Stout, and Hedge depositions although my firm prepared the deposition exhibits for

their examination. I prepared the topics for the SGE 30(b)(6) deposition taken by Clearman Prebeg.

15. I, Ellis, and outside paralegals downloaded and reviewed hundreds of hours of

video and audio produced and available on the Web concerning the Stream sales practices.

16. I chose and retained Paul Taylor of Plante & Moran, and supervised the drafting of

the Plante Moran expert report, defended Taylor’s deposition, and prepared and took the deposition

of Defendants’ chief expert witness, Anne Coughlin. I participated in researching and preparing

and attended the Direct Selling Association expert witness deposition taken by Mr. Prebeg.

17. I strategized how the case would be tried and began taking steps to prepare a trial

outline and exhibits. Various members of the Sommers Schwartz team prepared jury instructions,

exhibits and other materials necessary to prepare the joint final pretrial order.


7

18. I took the lead on drafting every motion and pleading listed below. These included

every motion for partial summary judgment, and all of the class certification motions and replies,

as well as all the numerous related motions to bar, strike, and appendices containing evidence.

These are, to the best of my recollection and review, reflected in Dkt. Nos. 121, 122, 123, 127,

128, 129, 130, 134, 135, 136, 138, 139, 141, 142, 162, 163 and 167. Where we were not the lead

drafter, Sommers Schwartz provided a supporting role to Mr. Prebeg and Clearman Prebeg

associate Brent Caldwell in drafting and responding to motions. The one exception to this is that

we played no role to responding to a motion for sanctions filed by Defendants against Mr.

Clearman [Dkt. No. 92, see Dkt. No. 101 clarifying that the motion was solely directed at Mr.

Clearman]. Sommers Schwartz played little to no role in defending the depositions of the then-

class representatives Eugene Robison and Juan Torres. The firm did have frequent consultations

with Jeff Burnett throughout the year concerning the Named Plaintiffs and strategy and direction.

19. Sommers Schwartz, primarily through me, Hosmer and Ellis, wrote the class

certification briefs and prepared the appendices and related documentation supporting the

certification. I argued the class certification hearing and examined the witnesses, who included our

expert, Mr. Paul Taylor, and Defendants’ chief expert witness, Anne Coughlin. The strategy for

the briefs and hearing was assisted by Sommers Schwartz’ partner Young and by Mr. Prebeg.

20. During the fall of 2013, I became increasingly aware that Mr. Clearman suffered

from issues which I subsequently learned were caused by alcohol dependence. I witnessed some

concerning events during depositions, including a particularly embarrassing incident at the

deposition of Rob Snyder, the Stream CEO, and by July, 2013, knew that I and Sommers Schwartz

would have to put the class certification motion together without contribution from Mr. Clearman.

Mr. Clearman did not contribute to any of the motions filed by Plaintiffs or in opposition to

Defendants’ dispositive motions other than his declaration, which was delivered the afternoon the


8

motion was due. Sommers Schwartz did work closely with Mr. Prebeg and Mr. Caldwell on these

motions. Because of this issue, I and the firm were forced to put in quite a bit more work and

money into the case than we had anticipated in 2013. As a result, my department was not able to

take on any additional major cases that year although we were presented with several opportunities

to do so. I surmised that Mr. Clearman’s dependence issues were disruptive of the operation of

Clearman Prebeg, and Sommers Schwartz was looked to carry additional funding on the case.

Although we had our funding commitment capped at $70,000, we spent approximately $184,000

on the case, as detailed in Exhibit A-2(c), virtually all of it in 2013. Our over-funding has never

been grossed up.

21. By the time the class certification motions were due to be argued, I became quite

aware that Mr. Clearman was not doing well. I learned sometime that late October or November

that he had entered rehabilitation. I believe that I did not hear from him again until nearly 18

months later. I have been concerned since his return that the underlying condition has not abated.

22. Mr. Prebeg and Mr. Caldwell took the lead on various matters associated with

Stream’s appeal and motions to stay and class notice issues after January, 2014, when the Court

appointed me, Mr. Prebeg and Mr. Clearman as co-Class Counsel. I became aware that Clearman

Prebeg had broken up and Mr. Prebeg had formed a new firm with the remaining partners, Prebeg,

Faucett & Abbott LLP (“PFA”). Mr. Prebeg continued with his class counsel role, as did I.

23. At some point in May, 2015, while the matter was in the Fifth Circuit, Mr.

Clearman apparently resumed practice. I learned that unknown to us he had filed another class

action purporting to represent some of the same Plaintiffs who had been certified and the class of

distributors whose agreement had an arbitration clause after April, 2011. Mr. Clearman refused to

execute an amended fee sharing agreement (as he acknowledges in a letter he sent yesterday,

Exhibit 3), leaving the remaining Class Counsel in a state of uncertainty as to both his intentions,


9

expectations, or means to function in this litigation. It is Sommers Schwartz’s position, apparently

agreed by Mr. Clearman, that there is no written agreement by the Firm to allocate fees in this

matter vis-à-vis Mr. Clearman. I further understood that the Named Plaintiffs had terminated his

representation of them in the interim, and during the pendency of the appeal, one of the Named

Plaintiffs, Eugene Robison, had passed away. Mr. Burnett and Mr. Prebeg handled the critical

substitution and new representative issues. A motion to remove Mr. Clearman was filed but not

decided by the Court.

24. After the Fifth Circuit accepted Stream’s interlocutory appeal from the Plaintiff-

winning class certification decision, I, Mr. Prebeg and Mr. Burnett jointly made the decision to

retain Thomas Goldstein and Eric Citron of Goldstein & Russell to lead the appellate effort.

Goldstein Russell are nationally recognized Supreme Court practitioners who, primarily though

attorney Eric Citron, took the lead in the Fifth Circuit appeal. I was provided with drafts of the

briefs they prepared in the case and spent considerable time in review and consultation, as well as

providing record identification and strategy, to the Goldstein Russell firm. I attended all of the

arguments in the Fifth Circuit and spent time assisting Mr. Citron in preparation for the arguments.

25. After the case was mandated, the bulk of the opposition work to various motions

filed by the Defendants was split between Prebeg/Caldwell and PFA and Sommers Schwartz. Mr.

Burnett was closely involved in all of the key decision making. I was one of the four Plaintiff

attorneys involved in the February, 2018 mediation that led to the settlement. I and Mr. Young

reviewed and/or drafted each of the many class notice, proposed order and settlement forms

circulated between the parties between February and the motion to approve. I drafted much of the

motion for preliminary approval and supporting declaration.

26. The Settlement Agreement preliminarily approved by the Court provides that

Defendants will pay and not oppose attorney fees and costs in the amount of $10.275 million. I


10

believe that the Plaintiffs’ counsel collectively, including Mr. Clearman, provided superior

representation and the entirety of the amount should be awarded to counsel. However, I could not

assemble a single petition for the Court, necessitating this independent Sommers Schwartz

application. The reasons for this are several. I understand that there is a dispute between Mr.

Clearman and PFA concerning division of fees reflected in a state court litigation and elsewhere.

At the same time, I had understood from Mr. Clearman that he personally did not keep track of

hours he spent on the case. I understood from Mr. Prebeg that he and Mr. Caldwell and others at

the firm did keep track of their time, however, I could not assemble all of the time keeping into a

single petition since I could not account for Mr. Clearman’s time. I am also aware that another

attorney, Brian Walsh, had filed an appearance in the case and had been identified as a contributor

to the first appeal and to drafting the complaint. I located Mr. Walsh in Palestine, Texas, and left

him a message that the case had been preliminarily settled, but was unable to reach him directly,

and accordingly do not know if Mr. Walsh will independently seek a fee on his own. Finally, I

recently learned that Mr. Clearman had apparently farmed out the work on the initial complaint to

two University of Texas professors, and had agreed to pay them fees. (Exhibit 3). It is therefore

impossible to ascertain whether other professionals may seek to enforce these promises and file

their own petitions.

27. The Sommers Schwartz’ time records show the firm’s attorneys billed 2,488.3

hours to the file, exclusive of time spent on this motion and of write-offs and reductions. The firm’s

paralegals and outside paralegal vendor billed an additional 164 hours of time.

28. The firm has set different rates for its attorneys for its existence dating back to

the 1960’s. The firm maintains a computerized time entry system, JURIS, which enables it to have

its professionals enter time records and compute hours spent with billing rates for each

professional. Exhibit A-2(a) is an output from JURIS to a readable file in which the


11

contemporaneous time records for the professionals at the firm on this file were computed at the

rates set at the time was accrued, beginning in 2012 and ending in July, 2018. Exhibit A-2(b) is

the same output using the firm’s current (2018) billing rates calculated for each time entry for each

professional. Both Ms. Hosmer (maintained in the billing records as K. Taylor), and Ms. Ellis,

have since left the firm, and their time records were updated to reflect the 2018 billing rates for

equivalent positions at the firm. These exhibits generate two different lodestar amounts, the first,

Scenario A, at the actual historical record, and Scenario B, at the current rate.

29. The outputs reflected in these exhibits are based on the following range of rates:

Partners: Kochanowski’s rate ranged from $545 (2012) to $765 (2018); Young’s rate ranged from

$515 to $735; Thompson’s rate ranged from $515 to $735; Mikalonis’ rate ranged from $425 to

$455. Associates: Hosmer’s rate ranged from $285 to $325 (Hosmer left the firm in 2014, but the

firm’s comparable current senior associate billing rate is $400); Ellis’ rate ranged from $265 to

$290; Rickard (who was brought into the file during the appeal) ranged from $230 to $290.

Paralegals: $135-$142 per hour

30. The lodestar calculated under these scenarios is as follows:

Attorney Name

Hours



Andrew Kochanowski 1,438.7 $833,900.50 $1,100,605.50 Lance Young 197.0 $126,567.00 $144,795.00 Krista Hosmer 367.2 $119,012.00 $146,880.00 Lisa Mikalonis 13.1 $5,765.50 $5,765.50 Jason Thompson 13.8 $8,641.00 $10,143.00 Tiffany Ellis 417.7 $110,945.50 $110,945.50 Sarah Rickard 40.8 $9,840.50 $9,840.50

Total Attorney Hours: 2,488.3 Total Paralegal Hours: 164.0 Total Attorney Time x Blended Rate: $1,214,672.00 $1,528,975.00


12

31. The output from either Scenario A or Scenario B results in blended rates of

$458.73 for the historical scenario, and $574.39 for the current rate scenario. We calculate this by

a common formula applying the total attorney and paralegal time divided by the total number of

hours billed.

32. Sommers Schwartz’ rates are comparable to the rates used by mid-sized and large

firms in Houston. See, e.g., Rouse v. Target Corporation, 181 F. Supp. 2d 379, 385 (S.D. Tex.

2016) (“according to [the National Law Journal’s 2013 Billing Rate Survey], firms in Texas charge

hourly rates averaging from approximately $655 for partners and $417 for associates”). Although

the firm is largely contingent-based, I have from time to time billed on an hourly basis at the firm’s

published rates. We also have been involved in numerous class action settlements the past several

years where the firm has been awarded fees on its historical rates reflected in Scenario A and

Scenario B. See, e.g., Padan v. West, 15-cv-00394 (D. Nev. Dec. 27, 2017); In re Automotive

Parts Antitrust Litigation: Wire Harness Cases: Direct Purchaser Cases, 12-MD-02311 (E.D.

Mich. Aug. 10, 2017); Jane Doe 1-2 v. Deja Vu Services, Inc., 16-cv-10877 (Jun. 19, 2017);

Bourne v. Ansara, 2016 WL 7405804 (E.D. Mich. Dec. 22, 2016), etc.

33. The Sommers Schwartz’ billing records reflected in Exhibits A-2(a) and (b) are

both reasonable and reflect the exercise of billing judgment. As the lead partner on the matter, I

chose to staff the case leanly, working with associates who were matched by experience to their

tasks. Ms. Hosmer was assigned to brief-writing tasks and research, and was not present at

depositions. Ms. Ellis helped with deposition tasks, and was responsible for more document

preparation and deposition exhibit work. I determined that partner Mikalonis should best be

assigned to other matters, and after her initial intake work and other minor tasks, I wrote off her

time in the case. I used the services of my partners Young and Thompson judiciously as well. They

are more knowledgeable than I am about class action practice, and as reflected by their 13 and 197


13

hours respectively, they provided strategy and drafting on the class certification issues with which

they have more expertise than anyone on the team. As for my time, this case took up much of my

billable time in 2013 and I am confident that if anything I underbilled my time on the case.

34. I do not believe that any of the hours charged here were redundant, as we did not

have enough personnel and too much other active work to assign multiple associates or partners to

this file simply to give them experience. I reviewed the time records of the associates

contemporaneously, and did not believe then, nor now, that any of the entries were excessive. I

can say that a considerable amount of time has been spent trying to deal with Mr. Clearman’s

assertion of a fee dispute with his former partners and increasingly with our firm. I wish to make

clear, we do not believe we have a dispute with Mr. Clearman, however it is apparent he believes

we do. Whatever the case, I have not billed for many hours worth of trying to attend to these

claims, which have existed since 2015. I also made it a practice not to speak with Mr. Clearman

on the telephone since approximately 2013 unless absolutely necessary, as these conversations

were lengthy and almost always unproductive. Accordingly, my records do not fully reflect the

considerable amount of time I spent on this matter.

35. Sommers Schwartz incurred a total of $184,347.26 in costs in this case. As with

time billing records, JURIS maintains our itemized cost entries historically and typically also saves

the associated invoices and receipts. A summary of these costs are contained in Exhibit 2(c). The

costs reflected have not been marked up but reflect actual billed amounts from the vendors. I have

reviewed these entries and believe that they are both reasonable and reflect costs necessary for a

successful prosecution of this matter.

36. The largest cost was over $91,000 billed by the testifying expert, Paul Taylor of

Plante & Moran. It is my understanding that Sommers Schwartz paid the bulk of Plante & Moran

fees. An additional $32,130 was spent creating the 700,000 document database and $7,100


14

maintaining the database, paid to vendor DTI. Copying, electronic exhibit, and other outsourced

costs to vendor C2 Legal/Computing Source (the company changed its name) totaled

approximately $11,510. The remainder of the costs include airfare and expenses associated with

transporting and bundling exhibits and personnel to locations. Each of these was necessary to take

depositions in Dallas, where Stream was located, and to attend the class certification hearing in

Houston, and appellate arguments in New Orleans. I am familiar with the market rates for

equivalent vendors providing database and copying, collating, and electronic document storage,

and believe that we negotiated very good deals for these services. I have known the Plante &

Moran accounting firm for many years, and have confidence that we were billed appropriately for

their services. In my experience, expert witness costs in a case of this size and complexity can

exceed by 5 to 10 times what the Plaintiffs actually paid.

37. Our airfare costs were economy class and I believe our meal and hotel choices were

appropriate. Since the case was handled on a contingency basis and our firm had funding

responsibility, we had every incentive to keep these expenses reasonable given the uncertainty in

collection.

Dated: August 9, 2018

FURTHER DECLARANT SAYETH NOT.

Andrew Kochanowski


Exhibit A-1


Exhibit A-2(a)


1

Juan Torres & Eugene Robison v. Stream-Ignite Sommers Schwartz, PCCase No. 4:09-cv-2056 One Towne Square, Suite 1700 Southfield, MI 48076

HOURS

Date Tkpr# Tkpr Hours Rate Lodestar Narrative12/5/2012 188 K.Taylor 0.1 285 $28.50 Review correspondence from DLW re pro hac admission in Torres case 12/7/2012 188 K.Taylor 0.1 285 $28.50 Correspond with AK re update of pyramid scheme research in Texas, Pennsylvania, Georgia and Maryland12/7/2012 579 D.Ward 1 150 $150.00 Prepare AK, LRM & KHM Motions and order for pro hac admission

12/10/2012 169 A.Kochanowski 5 545 $2,725.00Review new case materials, research pyramid cases; examine materials from IGI matter re experts; review filings to familiarize

12/10/2012 188 K.Taylor 7.8 285 $2,223.00 Review Torres file Save down CFR in Torres file per AK’s instructions Review and save down Amended Class Action Settlement Agreement, Second Amended Complaint, and Motion for Award of Attorneys’ Fees, Expenses & Incentive Compensation from the Quixtar litigation per AK’s instructions Update pyramid scheme research in Texas, Pennsylvania, Georgia and Maryland per AK’s instructions Correspond with AK re same

12/12/2012 188 K.Taylor 0.1 285 $28.50 Review correspondence from DLW re pro hac admissions in Torres case 12/12/2012 350 L.Mikalonis 3.5 425 $1,487.50 Review of file12/14/2012 169 A.Kochanowski 6 545 $3,270.00 Continue review pleadings and defendant index; obtain materials from Brent Caldwell; discussions internally re same; begin

contact with vendors re storage of electronic data; review discovery responses; discuss with Krista H; motion pro hac and materials

12/16/2012 169 A.Kochanowski 3.6 545 $1,962.00 Prepare preliminary materials re future direction of case; t/c/ with Brent Caldwell12/17/2012 169 A.Kochanowski 4.5 545 $2,452.50 Review protective order; quick review electronic materials12/19/2012 169 A.Kochanowski 8.5 545 $4,632.50

Receive orders re pro hac; continue electronic document review; review transcripts of deps; discussions with vendors re database; download and watch various videos from youtube re defendants to understand allegations in complaint

12/19/2012 188 K.Taylor 0.1 285 $28.50 Review correspondence from DLW re pro hac admission in Torres case 12/19/2012 350 L.Mikalonis 2.5 425 $1,062.50 Review of pleadings and file materials12/20/2012 169 A.Kochanowski 6.5 545 $3,542.50 Continue prep of materials to give to database vendor; cull out financials; Holliday and Anderson deps review12/20/2012 350 L.Mikalonis 0.5 425 $212.50 Conference w/ AK and KMH re status and strategy

1/4/2013 169 A.Kochanowski 8.5 545 $4,632.50 Review of case materials/review case law/documents/confer re co-counsel role1/7/2013 169 A.Kochanowski 8 545 $4,360.00 Review of case materials/review case law/documents/confer re co-counsel role1/8/2013 169 A.Kochanowski 8 545 $4,360.00 Review of case materials/review case law/documents/confer re co-counsel role

1/11/2013 169 A.Kochanowski 8 545 $4,360.00 Review outstanding requests admit, discovery/study pyramid scheme case law/FT/C law/T/Cs with SC and certain experts/travel Texas



1/21/2013 169 A.Kochanowski 8 545 $4,360.00 Review 5th Cir opinion; set up database; review defendant’s initial production1/22/2013 169 A.Kochanowski 8 545 $4,360.00 Set up 120,000 page document DB/review certain searches/undertake research re Stream vendor and DB1/23/2013 169 A.Kochanowski 8 545 $4,360.00

T/C’s re DB/T/C’s re prior research and work/T/C’s re expert work/research Quickstar settlement/research 5th Cir RICO1/24/2013 169 A.Kochanowski 8.6 545 $4,687.00

T/C’s re DB/T/C’s re prior research and work; T/C’s re expert work/research Quickstar settlement; research 5th Cir RICO1/25/2013 169 A.Kochanowski 9 545 $4,905.00 Review def’s production and Excel productions/review videos1/28/2013 169 A.Kochanowski 8.5 545 $4,632.50 Review def’s production and Excel productions/review videos1/29/2013 169 A.Kochanowski 8.6 545 $4,687.00 Review def’s production and Excel productions/review videos


2

Date Tkpr# Tkpr Hours Rate Lodestar Narrative1/30/2013 169 A.Kochanowski 9 545 $4,905.00

Review def’s documents/confer re scheduling/review video/review and analyze Excel spreadsheets/map out strategy2/1/2013 169 A.Kochanowski 8 545 $4,360.00



Review def’s documents/confer re scheduling/review video/review and analyze Excel spreadsheets/map out strategy2/6/2013 387 T.Ellis 1.5 265 $397.50 Review complaint2/7/2013 169 A.Kochanowski 8 545 $4,360.00

Research class issues 5th Cir; work re vendor re DB; T/C with var proposed witnesses; T/C A Funke; T/C Jane Wynne re DSA2/8/2013 169 A.Kochanowski 8 545 $4,360.00 Work re scheduling deps/work up dep list/begin witness notebooks review records

2/12/2013 169 A.Kochanowski 8 545 $4,360.00 Witness notebooks/set up e-folders/review financials/understand and analyze company relationships/review extensive records and de-dupe




2/15/2013 188 K.Taylor 0.1 325 $32.50 Review correspondence from Beverly Congdon attaching letter from John Guild re production of bates STREAM0220572-STREAM0506124

2/15/2013 387 T.Ellis 1.5 265 $397.50 Meet with AK to go over project and software Review memos2/20/2013 169 A.Kochanowski 2 545 $1,090.00 Scheduling issues/T/C re same2/21/2013 169 A.Kochanowski 8 545 $4,360.00 Travel to Texas re meeting/analyze financials/T/C Burnett eT/C2/22/2013 169 A.Kochanowski 8 545 $4,360.00 Travel to Texas re meeting/analyze financials/T/C Burnett eT/C2/25/2013 169 A.Kochanowski 8 545 $4,360.00 Work on RICO strategy/research/witness research/read P Swagerty book/read FT/C ops2/27/2013 169 A.Kochanowski 6 545 $3,270.00 E-folder population

3/1/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Motion for Ellis to Appear Pro Hac Vice in Torres 3/3/2013 387 T.Ellis 1 265 $265.00 Reviewed documents in relativity database3/4/2013 188 K.Taylor 0.1 325 $32.50 Review Order Granting Motion to Appear Pro Hac Vice in Torres (Dkt 87) 3/4/2013 387 T.Ellis 1 265 $265.00 Meet with AK about next steps in case, document review, reviewed the database 3/5/2013 387 T.Ellis 1 265 $265.00 Review database to find information on third party deponents3/5/2013 387 T.Ellis 1 265 $265.00 Search for info on third parties for notices, subpoenas, e-mails with AK, Houston firm3/5/2013 387 T.Ellis 1.5 265 $397.50 Research on third party deponents3/6/2013 169 A.Kochanowski 8 545 $4,360.00 Notice depositions/video retrieval/research re convention speeches/ eT/C3/6/2013 387 T.Ellis 0.6 265 $159.00 Document review3/6/2013 387 T.Ellis 0.8 265 $212.00 E-mailed AK, Houston re: notices and deposition dates, prepared dep notices3/6/2013 387 T.Ellis 3 265 $795.00 Draft Notices, subpoenas for non-party deponents3/7/2013 387 T.Ellis 0.8 265 $212.00 Conversation with AK, D Ward re: discovery, notices, subpoenas, research court reporters, e-mails to Houston3/8/2013 169 A.Kochanowski 8 545 $4,360.00

E-folder population, second tranche documents; Constellation issues; work on corporate ownership and relationship issues3/8/2013 387 T.Ellis 0.3 265 $79.50 Read e-mail exchange re: discovery issues

3/11/2013 169 A.Kochanowski 7 545 $3,815.00 Work with proposed experts re database eT/C3/11/2013 387 T.Ellis 0.3 265 $79.50 Meet with Andy re: additional subpoenas3/11/2013 387 T.Ellis 1.3 265 $344.50 Drafted subpoenas3/12/2013 387 T.Ellis 0.5 265 $132.50 Revised subpoenas, locate court reporting service


3

Date Tkpr# Tkpr Hours Rate Lodestar Narrative3/13/2013 169 A.Kochanowski 3 545 $1,635.00 Work on DPI material; subpoena; subpoenas to third parties3/16/2013 169 A.Kochanowski 8 545 $4,360.00 T/C with DPI; work on e-folder population for depositions; confer w/co-counsel; case organization3/17/2013 387 T.Ellis 4.8 265 $1,272.00 E-mails with AK, co-counsel, calls to co-counsel, research re: proof issues and FRCP 26(b)(5)(B)3/17/2013 387 T.Ellis 2 265 $530.00 Document review re: spouse Defendants3/18/2013 387 T.Ellis 1 265 $265.00 Updated case research re: FRCP 26(b)(5)(B)3/18/2013 387 T.Ellis 0.5 265 $132.50 E-mails to Andy, co-counsel3/19/2013 169 A.Kochanowski 7 545 $3,815.00 T/C w/co-counsel; T/C DPI; T/C experts; work on dep Prep; second tranche documents3/19/2013 387 T.Ellis 1.1 265 $291.50 Meet with Andy re: depositions, reviewed relativity tutorials to figure out how to baT/Ch print to PDF3/20/2013 169 A.Kochanowski 8 545 $4,360.00 Dep prep M Tacker/Flores3/20/2013 188 K.Taylor 9.3 325 $3,022.50 Begin drafting/editing Plaintiffs’ Opposed Motion to Extend Case Schedule Dates Correspond with AK re same Review

correspondence from Beverly Congdon attaching letter from John Guild re Defendants’ document production STREAM0506125-0557027

3/20/2013 387 T.Ellis 3 265 $795.00 Downloaded documents in preparation for depositions3/20/2013 387 T.Ellis 1 265 $265.00 Downloaded documents in preparation for deposition3/21/2013 188 K.Taylor 15.5 325 $5,037.50 Finish drafting/editing Plaintiffs’ Opposed Motion to Extend Case Schedule Dates Send same to AK for review, comment &

correction 3/21/2013 387 T.Ellis 0.5 265 $132.50 Meet with Andy re: Document review and depositions3/21/2013 387 T.Ellis 0.3 265 $79.50 Explain to DLW procedure to print documents though relativity in prep for depositions3/21/2013 387 T.Ellis 0.3 265 $79.50 Sorting documents in prep for depositions3/25/2013 169 A.Kochanowski 12 545 $6,540.00 T/C w/ co-counsel re DB; work on IA numbers from available Excel data; review r/admit previously produced; travel to Dallas; prep

for M.Tacker; DPI meeting3/25/2013 188 K.Taylor 0.1 325 $32.50 Review correspondence from John Guild re Defendants’ document production STREAM0557067-06273463/25/2013 387 T.Ellis 0.3 265 $79.50 Conversation with AK, DW re: depositions, plans for case3/26/2013 169 A.Kochanowski 10 545 $5,450.00 Dep prep3/26/2013 188 K.Taylor 0.3 325 $97.50

Review correspondence from SC to John Guild inquiring whether: 1) the 70,279-pg production is Defendants’ last production of responsive documents, and 2) when Plaintiffs should expect to receive information as to which of the 61 Defendants produced each document Review return correspondence from John Guild Review Order for Expedited Response

3/26/2013 387 T.Ellis 0.5 265 $132.50 Document review RE: consolidated financial income statements, eT/C 3/27/2013 169 A.Kochanowski 12 545 $6,540.00 Take M Tacker dep; prep for Flores3/27/2013 387 T.Ellis 1.5 265 $397.50 Document review3/27/2013 387 T.Ellis 2.3 265 $609.50 Document review, and organization for deposition books (consolidated financials)3/28/2013 169 A.Kochanowski 12 545 $6,540.00 Take Flores dep; travel to Detroit3/28/2013 387 T.Ellis 0.3 265 $79.50 E-mails re: document review3/30/2013 387 T.Ellis 1.5 265 $397.50 Document review, respond to e-mails

4/1/2013 169 A.Kochanowski 6 545 $3,270.00 Meet w/ PM; continue dep prep; T/C re press inquiry4/1/2013 387 T.Ellis 3 265 $795.00

Looked up FT/C complaint; reviewed/saved documents on scamcom / realscamcom in advance of depositions; discussion with AK about case/depositions; researched TX FOI process; locate docket for Stream licensing application

4/1/2013 387 T.Ellis 0.8 265 $212.00 Locate compensation plans for FT/C v Fortune Hi-Tech Marketing, compared with Torres plans4/2/2013 169 A.Kochanowski 9 545 $4,905.00 Prep for Domhoff dep; review new tranches docs; review videos4/2/2013 188 K.Taylor 0.1 325 $32.50 Review correspondence from Liz Bell attaching letter from John Guild re Defendants’ document production STREAM0627347-

STREAM0627436 4/2/2013 387 T.Ellis 2 265 $530.00 Searched for documents, discussion with AK, downloaded videos4/2/2013 387 T.Ellis 1.5 265 $397.50 Searched and downloaded videos in advance of depositions4/3/2013 169 A.Kochanowski 10 545 $5,450.00 Travel Dallas; dep prep; meetings re strategy4/3/2013 387 T.Ellis 1 265 $265.00 Discussion with AK re: dep prep, reviewed videos


4

Date Tkpr# Tkpr Hours Rate Lodestar Narrative4/3/2013 387 T.Ellis 1 265 $265.00 Reviewed videos, Stream's licensing process4/3/2013 387 T.Ellis 1.3 265 $344.50 Reviewed and analyzed spreadsheets in preparation for depositions4/4/2013 169 A.Kochanowski 8 545 $4,360.00 DPI issues; T/C w/experts; meet Wilson and discuss matters; confer w/ co-counsel4/4/2013 387 T.Ellis 10 265 $2,650.00 Travel to Dallas, review exhibit books, meeting with AK/SC; prepare materials4/5/2013 169 A.Kochanowski 10 545 $5,450.00 Domhoff dep4/5/2013 387 T.Ellis 11 265 $2,915.00 Attendance at Chris Domhoff Deposition4/6/2013 169 A.Kochanowski 4 545 $2,180.00 Travel to Detroit4/6/2013 387 T.Ellis 5 265 $1,325.00 Travel for Chris Domhoff Deposition4/8/2013 169 A.Kochanowski 5 545 $2,725.00 Meet w/ E.Conforti re DPI DB requests; work on new docs4/8/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Order granting Joint Stipulation To Extend Case Schedule Dates in Torres v SGE Mgmt, et al

4/10/2013 387 T.Ellis 3.5 265 $927.50 Read and analyzed FT/C case for damage model; conference call with AK, MP, SC, BC4/11/2013 387 T.Ellis 1 265 $265.00 E-mails, meet with Andy about the case4/12/2013 169 A.Kochanowski 1 545 $545.00 T/C w/ co-counsel4/12/2013 188 K.Taylor 0.1 325 $32.50 Review correspondence from Beverly Congdon attaching a letter from John Guild re Defendants’ document production

STREAM0637839-STREAM0677337 4/12/2013 387 T.Ellis 2.3 265 $609.50 Searches on spouse Defendants4/13/2013 387 T.Ellis 1 265 $265.00 Research on spouse defendants4/15/2013 387 T.Ellis 4 265 $1,060.00 Analyzed spouse roles4/16/2013 377 J.Thompson 0.5 515 $257.50 Discuss class certification survey issues with AK4/16/2013 387 T.Ellis 4.3 265 $1,139.50 Research on spouse D's4/16/2013 387 T.Ellis 1.5 265 $397.50 Research on Spouse D's4/17/2013 387 T.Ellis 2 265 $530.00 Defendant Research4/17/2013 387 T.Ellis 1.8 265 $477.00 Defendant Research4/17/2013 387 T.Ellis 2 265 $530.00

Conversation with AK; phone call with Scott Clearman re: defendant dismissals, authenticating documents; follow up e-mails4/18/2013 387 T.Ellis 1 265 $265.00 Meet with AK re: authentication, e-mails, searches, final baT/Ch of Def's production4/19/2013 387 T.Ellis 1 265 $265.00 Searched for corporate records on Coldan4/19/2013 387 T.Ellis 1.5 265 $397.50 Talked to Brent re: document review Research on Coldan Group4/22/2013 169 A.Kochanowski 8 545 $4,360.00 Prep for new depos; review RICO case law 5th Cir; review certain class action issues4/22/2013 387 T.Ellis 0.5 265 $132.50 E-mails to SC, BC4/22/2013 387 T.Ellis 0.5 265 $132.50 Confirmed upcoming deposition dates4/22/2013 387 T.Ellis 1.3 265 $344.50 Drafted Subpoenas for Coldan, Jordan Witt Searched for info on Jordan Witt4/23/2013 169 A.Kochanowski 7 545 $3,815.00 Work on docs recently produced4/24/2013 169 A.Kochanowski 7 545 $3,815.00 Work on docs; T/C/ w/ experts/ administrative issues4/24/2013 387 T.Ellis 0.5 265 $132.50 Conversation with AK, SC re: deps; e-mails; review Brent's coding suggestions4/24/2013 387 T.Ellis 0.8 265 $212.00 E-mails, conference call with AK, BC, SC4/25/2013 169 A.Kochanowski 4 545 $2,180.00 Dep prep; review Hedge documents and videos; revise response to m/protective order, sanctions4/25/2013 387 T.Ellis 0.3 265 $79.50 Draft e-mails re scheduling4/26/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Motion For Protective Order, Motion For Sanctions 4/26/2013 387 T.Ellis 0.5 265 $132.50 Reviewed dep notices, emails4/30/2013 169 A.Kochanowski 7 545 $3,815.00 Dep prep Stout, Lucia4/30/2013 188 K.Taylor 0.1 325 $32.50 Review correspondence from DLW to counsel attaching subpoenas currently out for service to: (1) Jordan Witt and (2) Coldan

Enterprises, Ltd Review ECFs re: (1) Order For Expedited Response; (2) Notice Of Setting As To [92] Motion For Protective Order And Motion For Sanctions; and (3) Opposed Emergency Motion

4/30/2013 387 T.Ellis 1 265 $265.00 E-mails, discussion with AK about case, travel arrangements5/1/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Dkt 995/2/2013 169 A.Kochanowski 9 545 $4,905.00 Prepare Snyder materials; e-folders work w/ new tranche docs produced; integrate with older searches


5

Date Tkpr# Tkpr Hours Rate Lodestar Narrative5/2/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Dkt 1005/3/2013 169 A.Kochanowski 9 545 $4,905.00 Continue Snyder and Smith; review pleadings; review Torres/Robison materials5/4/2013 169 A.Kochanowski 8 545 $4,360.00 Prepare Snyder docs5/6/2013 169 A.Kochanowski 12 545 $6,540.00 Prepare Snyder docs; Smith docs; travel Dallas5/7/2013 169 A.Kochanowski 9 545 $4,905.00 Smith dep; prep Snyder5/7/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Dkt 101 Review correspondence from Wiebel attaching letter from Guild re production of STREAM0696670-

0696683 5/7/2013 387 T.Ellis 14 265 $3,710.00 Travel to Dallas for deposition, dep prep for following day's dep5/8/2013 169 A.Kochanowski 12 545 $6,540.00 Snyder dep attend; travel Detroit5/8/2013 387 T.Ellis 16 265 $4,240.00 Rob Snyder dep, prep, follow up, travel5/9/2013 169 A.Kochanowski 1 545 $545.00 T/C re Robison5/9/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Dkt 102 (Response in Opposition to Opposed Emergency Motion) Review ECF re Dkt 103 (Proposed Order Denying

Plaintiff’s Emergency Motion for Leave to Take the Deposition of Paul Carmona) 5/9/2013 387 T.Ellis 0.5 265 $132.50 E-mails, travel plans

5/10/2013 169 A.Kochanowski 9 545 $4,905.00 Revise answer to motion sanctions; review materials for additional deps Witt/Swagerty5/10/2013 188 K.Taylor 0.1 325 $32.50 Review ECFs re Dkts 104 & 1055/10/2013 387 T.Ellis 5.5 265 $1,457.50

Meet with Andy, reviewed motion, reviewed and organized documents in prep for depositions the following week5/12/2013 169 A.Kochanowski 10 545 $5,450.00 Prep Witt; travel to Dallas5/13/2013 169 A.Kochanowski 9 545 $4,905.00 Prep for Witt; Swagerty5/13/2013 387 T.Ellis 12 265 $3,180.00 Travel, Doug Witt dep, prep for following day's dep5/14/2013 169 A.Kochanowski 10 545 $5,450.00 Witt dep5/14/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Order denying Defendant’s Motion for Protective Order and Motion for Sanctions Review ECF re Order denying

Motion for Emergency Leave to take Deposition of Paul Carmona 5/14/2013 387 T.Ellis 7 265 $1,855.00 Travel, review production, prep for Doug Witt Dep5/15/2013 169 A.Kochanowski 12 545 $6,540.00 Swagerty dep; travel Detroit5/16/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Proposed Order Denying Defendants’ Emergency Motion to Quash Deposition of Paul Carmona & For Protective

Order 5/16/2013 387 T.Ellis 1.5 265 $397.50 Reviewed file to determine which D's to add/drop, begin draft of motion5/17/2013 387 T.Ellis 3 265 $795.00 Draft motion to add/dismiss defendants, e-mails with Denise re: subpoenas, conversation with AK re: depos, e-mail to co- and

opposing counsel5/20/2013 169 A.Kochanowski 8 545 $4,360.00 Prepare outline for SGE 30b6; assemble docs5/20/2013 188 K.Taylor 0.1 325 $32.50 Review ECFs re Dkts 109 & 110 5/20/2013 387 T.Ellis 2 265 $530.00 E-mails re: Motion to add/dismiss; revised motion5/20/2013 387 T.Ellis 1 265 $265.00 Reviewed revised motion, communication with Brent5/20/2013 579 D.Ward 2.5 150 $375.00 Format, code brief, and e-file Pls' motion to add additional Defs and dismiss others w/op prejudice5/21/2013 169 A.Kochanowski 8 545 $4,360.00 Prepare outline for SGE 30b6; assemble docs5/21/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Order: (1) denying Plaintiffs’ Motion to file an Amended Complaint that adds as defendants: Coldan Enterprises,

Ltd, BGCI, LLC, Barbara Witt, The Jorlin Group, Jordan Witt and CC Enterprises; but (2) granting Plaintiffs’ Motion to dismiss Defendants Susan Anderson, Shelba Yancy, Sue Ledbetter and Beth Lucia

5/21/2013 387 T.Ellis 1 265 $265.00 Reviewed order, objections5/24/2013 169 A.Kochanowski 7 545 $3,815.00 T/C w/ co-counsel; work on depo assembly, expert work5/24/2013 387 T.Ellis 0.8 265 $212.00 Draft e-mails re scheduling5/28/2013 169 A.Kochanowski 9 545 $4,905.00 Work on expert materials; T/C/ w/ co-counsel; administrative5/28/2013 387 T.Ellis 1.2 265 $318.00 Torres conference call with AK, TX firm5/28/2013 387 T.Ellis 1.3 265 $344.50 Review depositions and organize expert materials5/29/2013 169 A.Kochanowski 9 545 $4,905.00 Expert materials assembly; expert report topics; DPI DB issues and requests


6

Date Tkpr# Tkpr Hours Rate Lodestar Narrative5/29/2013 188 K.Taylor 5 325 $1,625.00 Participate in interoffice conferences with AK and TRE re deposition summaries Review Complaint Begin preparing summary of

Flores’ 2-28-13 deposition5/29/2013 387 T.Ellis 0.8 265 $212.00 Talked to Andy re: expert materials, talked to DW re: expert materials, reviewed e-mails, organized materials5/29/2013 387 T.Ellis 2.5 265 $662.50 Review materials and organize for experts5/30/2013 169 A.Kochanowski 8 545 $4,360.00 Expert materials assembly; expert report topics; DPI DB issues and requests5/30/2013 188 K.Taylor 20 325 $6,500.00 Finish preparing summary of Flores’ 2-28-13 deposition Send same to AK and TRE Correspond with AK and TRE re due date for

remaining deposition summaries Begin preparing summary of Smith's 5-7-13 deposition 5/31/2013 169 A.Kochanowski 7 545 $3,815.00 Expert materials assembly; expert report topics; DPI DB issues and requests5/31/2013 188 K.Taylor 22 325 $7,150.00 Finish preparing summary of Smith’s 5-7-13 deposition Send same to AK and TRE Begin preparing summary of Tacker’s 3-27-13

deposition Correspond with AK, TRE and DLW re same5/31/2013 387 T.Ellis 2 265 $530.00 Summarized depositions for experts

6/1/2013 188 K.Taylor 5 325 $1,625.00 Finish preparing summary of Tacker’s 3-27-13 deposition Correspond with AK, TRE and DLW re same 6/1/2013 387 T.Ellis 3.5 265 $927.50 Deposition review and summary6/2/2013 188 K.Taylor 12 325 $3,900.00 Begin preparing summary of Lucia’s 05-02-13 deposition 6/2/2013 387 T.Ellis 5 265 $1,325.00 Deposition review and summary 6/3/2013 188 K.Taylor 13 325 $4,225.00

Finish preparing summary of Lucia’s 05-02-13 deposition Correspond with AK, TRE and DLW re same Participate in interoffice conferences with AK & TRE re materials to send to Pls’ experts Being preparing summary of Anderson’s 02-22-12 deposition

6/3/2013 387 T.Ellis 5 265 $1,325.00 Deposition summaries6/4/2013 188 K.Taylor 1.3 325 $422.50 Finish preparing summary of Anderson’s 02-22-12 deposition Correspond with AK, TRE and DLW re same Correspond with TRE, AK

& AD re 11:30PM meeting with Plante & Moran 6/4/2013 387 T.Ellis 2 265 $530.00 Deposition summaries6/5/2013 387 T.Ellis 1.5 265 $397.50 Deposition summaries6/5/2013 387 T.Ellis 0.8 265 $212.00 Deposition summaries6/5/2013 387 T.Ellis 1.5 265 $397.50 Deposition summaries6/7/2013 169 A.Kochanowski 9 545 $4,905.00 T/C w/ co-counsel re experts; work on expert materials and assist in report issues; T/C with various6/7/2013 188 K.Taylor 0.3 325 $97.50 Participate in interoffice conference with AK, MP, SA, CF & LRM re Torres case 6/7/2013 350 L.Mikalonis 1 455 $455.00 Conference w/ Matt Prebeg, Chris Faucett and Steve Abbott, AK and KMH re status of case and expert discovery6/8/2013 387 T.Ellis 6 265 $1,590.00 Deposition summaries6/9/2013 387 T.Ellis 2 265 $530.00 Deposition summaries

6/10/2013 169 A.Kochanowski 8 545 $4,360.00 Financial docs analysis; DPI DB analysis; emails and T/C w/ DPI counsel6/10/2013 188 K.Taylor 0.1 325 $32.50 Review correspondence from Wiebel re document production STREAM 0696684-0696687 6/10/2013 190 L.Young 0.5 515 $257.50 Meeting with AK re class certification options, whether to subclass or include the web subscription fees and related break even,

ROI and pyramid damages options6/10/2013 350 L.Mikalonis 0.2 455 $91.00 Telephone conference w/ AK, Matt Prebeg and KMH re experts6/10/2013 387 T.Ellis 2 265 $530.00 Deposition summaries6/10/2013 387 T.Ellis 1.5 265 $397.50 Deposition summaries6/11/2013 169 A.Kochanowski 9 545 $4,905.00 Financial issues analysis6/11/2013 387 T.Ellis 2 265 $530.00 Deposition summaries, e-mails to co-counsel6/12/2013 169 A.Kochanowski 6 545 $3,270.00 DB analysis; meet w/ experts6/12/2013 387 T.Ellis 0.3 265 $79.50 Draft e-mails re scheduling6/13/2013 190 L.Young 0.5 515 $257.50 Meeting with AK re damages modeling and class definitional issues6/14/2013 169 A.Kochanowski 9 545 $4,905.00 Review drafts; meetings; financial and DPI data analysis6/17/2013 387 T.Ellis 1.5 265 $397.50 Pulled income disclosure statements to send to experts6/18/2013 169 A.Kochanowski 8 545 $4,360.00 T/C w/ Fitzpatrick; work on PM materials6/18/2013 188 K.Taylor 0.1 325 $32.50 Review correspondence from Susan Wiebel6/18/2013 190 L.Young 0.4 515 $206.00 Conference with AK and TRE re preliminary damages estimate and class definitional issues


7

Date Tkpr# Tkpr Hours Rate Lodestar Narrative6/18/2013 387 T.Ellis 0.8 265 $212.00 Meet with AK, LY about case, damages6/19/2013 169 A.Kochanowski 8 545 $4,360.00 T/C w/ PM; T/C w/ Fitzpatrick and co-counsel; work on additional materials6/19/2013 387 T.Ellis 1 265 $265.00 Read draft report from expert, conference call6/20/2013 169 A.Kochanowski 6 545 $3,270.00 Work w/ PM re report and data6/20/2013 387 T.Ellis 0.5 265 $132.50 Search for supporting documents to provide to expert6/20/2013 387 T.Ellis 0.8 265 $212.00 Search for documents to support expert's report6/21/2013 169 A.Kochanowski 8 545 $4,360.00 Work w/PM; review report; meet w/ EC6/21/2013 387 T.Ellis 0.5 265 $132.50 E-mails, meet with Andy about damages6/21/2013 387 T.Ellis 0.5 265 $132.50 Review of expert's report6/26/2013 169 A.Kochanowski 2 545 $1,090.00 Set up further DB review re defined search terms

7/3/2013 387 T.Ellis 0.8 265 $212.00 Draft e-mails re scheduling7/9/2013 387 T.Ellis 0.5 265 $132.50 E-mails, discussion with Eric from Plante Moran re: supporting documents7/9/2013 387 T.Ellis 0.3 265 $79.50 Shipped flash drive to John Guild in TX

7/11/2013 387 T.Ellis 0.2 265 $53.00 E-mails re: extending deadlines - supporting materials for experts7/12/2013 169 A.Kochanowski 2 545 $1,090.00 T/C w/ co-counsel re class issues7/12/2013 387 T.Ellis 0.5 265 $132.50 E-mails, conversation with AK about yesterday's conference call re: case strategy7/12/2013 387 T.Ellis 1 265 $265.00 Conference call with co-counsel re: settlement possibilities7/13/2013 169 A.Kochanowski 7 545 $3,815.00 Work on class research; issues7/13/2013 190 L.Young 0.2 515 $103.00 Emails to/from AK and co-counsel re settlement issues; email to VLS re appearance and pro hac motion7/15/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Agreed Motion for Extension of Time Deadlines Review ECF re Agreed Proposed Order 7/16/2013 190 L.Young 1.7 515 $875.50 Review and analyze Taylor's damages report and accompanying schedules7/17/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Motion for LY to appear pro hac vice 7/18/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Order granting Motion for LY to appear pro hac vice 7/20/2013 387 T.Ellis 2.5 265 $662.50 Research on RICO actions in the 5th Circuit and general class issues for class cert and summary judgment motions 7/20/2013 387 T.Ellis 0.5 265 $132.50 Discussion with TX attorney about Judicial issues related to the case7/21/2013 169 A.Kochanowski 7 545 $3,815.00 Work on class research; issues7/22/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Order [Dkt 116] granting Agreed Motion for Extension of Time Deadlines 7/22/2013 190 L.Young 3.3 515 $1,699.50 Review 2d Amended Complaint; meeting with AK and TRE re class certification issues, research issues, briefing outline, potential SJ

issues and formulation of the class definition7/22/2013 387 T.Ellis 2.3 265 $609.50 Research, call with AK, LY re: class certification/summary judgment strategy 7/24/2013 190 L.Young 1.6 515 $824.00 Review class actions and collective action decisions authored by Judge Hoyt; email to AK and TRE with relevant cites and

overviews of the cases7/24/2013 190 L.Young 1.6 515 $824.00 Review class definition in the SAC and excerpts of Taylor's report; draft proposed class definition for inclusion in the agenda for

Friday's call with co-counsel; email to AK and TRE explaining approach7/25/2013 190 L.Young 0.9 515 $463.50 Review revised draft of AK's class certification and SJ outline7/25/2013 387 T.Ellis 2.5 265 $662.50 Research for class cert / summary judgment outline7/26/2013 190 L.Young 1.6 515 $824.00 Conference call with AK and co-counsel re class certification and SJ strategy and alternative responses to defense counsel's

request for a settlement demand7/26/2013 387 T.Ellis 1.5 265 $397.50 Conference call with co-counsel; reviewed latest outline of class cert, summary judgment brief 7/26/2013 387 T.Ellis 0.3 265 $79.50 Discussion with LCY re document review7/27/2013 169 A.Kochanowski 1 545 $545.00 T/C re matters w/ co-counsel7/27/2013 605 ICA-1 5 135 $675.00 Search Torres database for defined terms in preparation for class certification brief7/28/2013 169 A.Kochanowski 8 545 $4,360.00 Work on outline for class cert brief7/28/2013 605 ICA-1 2 135 $270.00 Search Torres database for defined terms in preparation for class certification brief7/29/2013 169 A.Kochanowski 10 545 $5,450.00 Class cert brief matters7/30/2013 169 A.Kochanowski 9 545 $4,905.00 MSJ outline and assembly of deps7/30/2013 605 ICA-1 2 135 $270.00 Search Torres database for defined terms in preparation for class certification brief


8

Date Tkpr# Tkpr Hours Rate Lodestar Narrative8/2/2013 605 ICA-1 2 135 $270.00 Search Torres database for defined terms in preparation for class certification brief8/4/2013 605 ICA-1 4 135 $540.00 Search Torres database for defined terms in preparation for class certification brief8/6/2013 169 A.Kochanowski 5 545 $2,725.00 Review defs reports8/6/2013 190 L.Young 0.7 515 $360.50

Emails to/from AK re common fund fee issues; review emails to/from co-counsel re Defendants' expert reports; meeting with AK and TRE re document analysis project and related class certification issues; email to AK with copy of the Vioxx fee decision

8/7/2013 169 A.Kochanowski 8 545 $4,360.00 Work on class brief8/7/2013 190 L.Young 0.6 515 $309.00 Strategy call with AK, TRE and co-counsel re potential responses to defense counsel's request for a settlement demand and

related expert deposition issues8/7/2013 190 L.Young 1 515 $515.00 Conference with JJT re class settlement and administration options8/7/2013 377 J.Thompson 1 515 $515.00 Discuss settlement and class issues with LY8/8/2013 169 A.Kochanowski 8 545 $4,360.00 Work on class brief8/8/2013 387 T.Ellis 2 265 $530.00 E-mails; sent D's expert reports to our experts; drafted and sent subpoenas out for service8/8/2013 594 V.Stewart 0.4 170 $68.00 Email from attorney TRE regarding request locate process server in Chicago are to serve subpoena; locate same

8/10/2013 169 A.Kochanowski 5 545 $2,725.00 Prepare for Paul Taylor deposition8/11/2013 169 A.Kochanowski 8 545 $4,360.00 Defend Paul Taylor deposition8/12/2013 169 A.Kochanowski 8 545 $4,360.00 Prepare for Anne Coughlan deposition8/12/2013 387 T.Ellis 0.5 265 $132.50 E-mails - notice of deps to defense counsel 8/13/2013 169 A.Kochanowski 8 545 $4,360.00 Research; dep review; DB search; review found materials8/13/2013 387 T.Ellis 0.5 265 $132.50 Drafted contingency case memo on Torres 8/13/2013 387 T.Ellis 0.5 265 $132.50 Followed up on Couglin subpoena issues, discussion with AK about case8/14/2013 169 A.Kochanowski 8 545 $4,360.00 Prepare for Anne Coughlan deposition; travel to Dallas8/15/2013 169 A.Kochanowski 8.6 545 $4,687.00 Take Anne Coughlan deposition8/16/2013 169 A.Kochanowski 8.5 545 $4,632.50 Attend Mariano deposition; travel to Detroit8/16/2013 188 K.Taylor 0.1 325 $32.50 Review correspondence from Congdon attaching Defendants’ Notice of Intention to Take the Oral and Video Deposition of Paul H

Taylor 8/17/2013 169 A.Kochanowski 8 545 $4,360.00 Continue to prepare certification brief8/19/2013 387 T.Ellis 1 265 $265.00 Followed up on subpoenas in prep for depositions8/20/2013 169 A.Kochanowski 10 545 $5,450.00 Continue to prepare cert brief; exhibits; review DB; research re MSJ and update RICO law8/20/2013 190 L.Young 0.8 515 $412.00 Conference call with TRE and JJT expert deposition coverage issues8/20/2013 387 T.Ellis 4 265 $1,060.00 Prep for Coughlan deposition8/20/2013 605 ICA-1 6.5 135 $877.50 Export documents from Torres database in preparation for class certification brief8/21/2013 169 A.Kochanowski 9 545 $4,905.00 Continue cert brief and MSJ; download additional exhibits; research re 5th cir class issues8/21/2013 188 K.Taylor 0.1 325 $32.50 Correspond with BS re 8/23/13 deposition in Torres8/22/2013 169 A.Kochanowski 9 545 $4,905.00 Continue working on cert brief8/22/2013 387 T.Ellis 1.5 265 $397.50 Deposition prep8/23/2013 169 A.Kochanowski 9 545 $4,905.00

Continue cert brief and MSJ; research RICO issues; arrange exhibits; prepare chart of misrepresentations; Call with Prebeg firm8/24/2013 169 A.Kochanowski 8 545 $4,360.00 Continue motions and exhibit arrangement8/25/2013 169 A.Kochanowski 6 545 $3,270.00 Download and review additional exhibits for cert brief8/25/2013 387 T.Ellis 6 265 $1,590.00 Deposition prep for Coughlan8/26/2013 169 A.Kochanowski 8 545 $4,360.00 Continue class cert drafting and MSJ drafting; review transcripts of various witnesses8/26/2013 387 T.Ellis 15 265 $3,975.00 Deposition of Anne Coughlan - travel, follow up8/27/2013 387 T.Ellis 6 265 $1,590.00 Travel - deposition of Anne Coughlan8/27/2013 579 D.Ward 4.5 150 $675.00 Export documents from Relativity Database and organize into folders in preparation for Class Cert Brief8/28/2013 387 T.Ellis 1.5 265 $397.50 Discussion with AK re: depositions; pulled cases; began to draft statement of law section for briefs8/28/2013 387 T.Ellis 2 265 $530.00 Research


9

Date Tkpr# Tkpr Hours Rate Lodestar Narrative8/29/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Notice of Resetting as to [116] Order 8/30/2013 169 A.Kochanowski 8.6 545 $4,687.00 Continue work on briefs8/30/2013 387 T.Ellis 2 265 $530.00 Conference call with co-counsel; e-mails; look up client records in expert reports8/31/2013 169 A.Kochanowski 8 545 $4,360.00 Continue work on briefs and exhibits

9/4/2013 387 T.Ellis 9.5 265 $2,517.50 Drafted pyramid law section for class cert brief9/5/2013 579 D.Ward 7 150 $1,050.00

Export documents from Torres database in preparation of Class Cert brief; start assembling exhibits in support of Class Cert brief9/6/2013 169 A.Kochanowski 8 545 $4,360.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/6/2013 188 K.Taylor 0.8 325 $260.00 Correspond with AK re location of post-March, 2008 case law wherein the Court has certified a class asserting RICO claims Begin

conducting necessary legal research re same Correspond with TRE re same 9/6/2013 190 L.Young 2 515 $1,030.00 Draft affidavit in support of Plaintiffs' Motion for Class Certification; conference with AK re trial plan and class briefing issues;

conference with TRE re class administration quote from Epiq; email to AK attaching group resume materials and sample briefs and class cases

9/6/2013 377 J.Thompson 0.3 515 $154.50 Review Declaration and LY e-mail on class notice9/6/2013 387 T.Ellis 3 265 $795.00 Case research9/6/2013 605 ICA-1 5 135 $675.00 Export documents from Torres database in preparation for class certification brief9/7/2013 169 A.Kochanowski 8 545 $4,360.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/7/2013 387 T.Ellis 5.5 265 $1,457.50 RICO/Class action/Pyramid research9/8/2013 169 A.Kochanowski 8 545 $4,360.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/9/2013 169 A.Kochanowski 8 545 $4,360.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/9/2013 190 L.Young 3.7 515 $1,905.50 Edit and revise drafts of Plaintiff's Motion for Partial Summary Judgment, Motion for Class Certification and AK's supporting

affidavit and trial plan9/9/2013 605 ICA-1 3.5 135 $472.50 Export documents from Torres database in preparation for class certification brief; create Index of Exhibits for class certification

brief9/10/2013 169 A.Kochanowski 8 545 $4,360.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/10/2013 190 L.Young 1.6 515 $824.00 Conference with TRE, AK and B.Caldwell re class definition issues and alternative responses to Defendants' anticipated capital

infusion arguments9/10/2013 387 T.Ellis 7 265 $1,855.00 Meeting with AK, LY; draft class cert brief support; conference call with co-counsel9/11/2013 169 A.Kochanowski 8 545 $4,360.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/11/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Order granting Motion for Leave to File Class Certification Briefs in Excess Pages Review ECF re Order mooting

Order to Shorten Time for Hearing on the Motion for Leave to File Over-Length Briefs 9/11/2013 190 L.Young 1.3 515 $669.50 Conferences with AK re misrepresentation chart and potential class certification and settlement strategies; review and edit draft

of misrepresentations chart; review draft of declaration for class plaintiff Robinson; conference with TRE re class definitional issues and status of other projects assigned to her

9/11/2013 377 J.Thompson 0.4 515 $206.00 Discuss class certification activity and TE involvement9/11/2013 387 T.Ellis 2 265 $530.00 Summarized PD data for class certification brief9/12/2013 169 A.Kochanowski 8 545 $4,360.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/12/2013 387 T.Ellis 7.5 265 $1,987.50 Draft MSJ; Motion and brief for Summary Judgment; affidavit and exhibits9/13/2013 188 K.Taylor 0.1 325 $32.50 Review ECFs re Dkts 121 & 1229/13/2013 190 L.Young 0.3 515 $154.50 Review and respond to emails from co-counsel re class definition issues


10

Date Tkpr# Tkpr Hours Rate Lodestar Narrative9/13/2013 387 T.Ellis 8.4 265 $2,226.00 Draft MSJ; Class Cert motion; finalizing 9/13/2013 387 T.Ellis 2 265 $530.00 Finalizing and filing MSJ and class cert motions and briefs9/13/2013 579 D.Ward 4 150 $600.00 Format, code brief, and e-file Pls' motion for class certification and Pls' motion for partial sj as to liability9/16/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Docket Call Deadlines terminated per Order # 116 9/18/2013 190 L.Young 0.7 515 $360.50

Conference with AK re Plaintiffs' initial settlement demand and alternative potential mediation and settlement strategies9/18/2013 387 T.Ellis 1 265 $265.00 Conversation with AK, LRM re: briefs and process; e-mails from co-counsel re: schedule 9/27/2013 169 A.Kochanowski 3 545 $1,635.00 Read Defendants' responses10/1/2013 169 A.Kochanowski 8 545 $4,360.00 Prepare reply re MSJ10/2/2013 169 A.Kochanowski 8 545 $4,360.00 Work on reply re MSJ10/2/2013 387 T.Ellis 0.5 265 $132.50 E-mails re: how to response to D's request for extension of length10/3/2013 387 T.Ellis 1.4 265 $371.00 Emails re: D's motions, strategy to respond10/4/2013 169 A.Kochanowski 8 545 $4,360.00 Work on reply re class cert; research various case law cited by Defendants; review witness statements; work on m/strike; work on

additional exhibits; drafting 10/4/2013 188 K.Taylor 0.1 325 $32.50 Review ECFs re Dkts 124-131 10/5/2013 169 A.Kochanowski 8 545 $4,360.00 Work on reply re class cert; research various case law cited by Defendants; review witness statements; work on m/strike; work on

additional exhibits; drafting 10/6/2013 169 A.Kochanowski 8 545 $4,360.00 Work on reply re class cert; research various case law cited by Defendants; review witness statements; work on m/strike; work on


additional exhibits; drafting 10/7/2013 190 L.Young 3 515 $1,545.00 Review Defendants' SJ Motion, SJ Response, Class Certification Response and Motion to Strike10/8/2013 169 A.Kochanowski 8 545 $4,360.00 Work on reply re class cert; research various case law cited by Defendants; review witness statements; work on m/strike; work on


additional exhibits; drafting 10/9/2013 188 K.Taylor 0.1 325 $32.50

Review ECF re Order granting Motion for Leave to File Response to Plaintiff's Motion for Class Certification in Excess of Page Limit Review ECF re Order Granting Defendants’ Motion for Leave to File Motion for Summary Judgment

10/9/2013 387 T.Ellis 1 265 $265.00 Reviewed D's response to class cert motion - pulled cases10/9/2013 387 T.Ellis 1.5 265 $397.50 Discussion with AK re: reply to response to motion for class certification

10/10/2013 387 T.Ellis 6.5 265 $1,722.50 Research and draft sections of reply to response for SJ/Class Cert10/11/2013 188 K.Taylor 0.1 325 $32.50 Review ECFs re Dkts 134-135 10/11/2013 387 T.Ellis 8 265 $2,120.00 Edited/drafted reply to response for SJ/Class Cert10/11/2013 579 D.Ward 2.5 150 $375.00 Format, code brief and e-file Pls' Reply to Defs' Response to Pls' Motion for Class Cert; Format, code brief and e-file Pls' Reply to

Defs' Response to Pls' Motion for Partial Summary Judgment as to Liability10/11/2013 579 D.Ward 0.5 150 $75.00 Retrieved cited cases off LEXIS in support of MSJ and Class Certification reply briefs10/15/2013 387 T.Ellis 1.5 265 $397.50 Conversation with AK about Daubert motion, reviewed documents10/16/2013 169 A.Kochanowski 8 545 $4,360.00 Work on reply brief10/18/2013 190 L.Young 1.2 515 $618.00 Conference call with co-counsel to discuss SJ responses, expert issues and alternative approaches for class certification

evidentiary hearing10/18/2013 387 T.Ellis 3 265 $795.00

Conference call with co-counsel re: class certification strategy; reviewed appendix of exhibits and supporting documents in preparation to draft motion to exclude expert witness Coughlan; strategy conversation with AK about Daubert motion

10/19/2013 387 T.Ellis 0.5 265 $132.50 Reviewed Scott Clearman's edits to motion10/20/2013 387 T.Ellis 6 265 $1,590.00 Research re: Daubert motion to exclude expert Coughlan's report/affidavit of Chris Smith Reviewed materials in preparation to

draft motion


11

Date Tkpr# Tkpr Hours Rate Lodestar Narrative10/21/2013 387 T.Ellis 12 265 $3,180.00 Research re: Daubert motion to exclude expert Coughlan's report/affidavit of Chris Smith Reviewed materials in preparation to

write motion10/22/2013 169 A.Kochanowski 1 545 $545.00 Work on class hearing order10/22/2013 387 T.Ellis 8 265 $2,120.00 Research and drafted motion to exclude expert testimony of Coughlan; reviewed file material to pass along supporting documents

to AK for use in the response to motion for summary judgment10/23/2013 188 K.Taylor 0.1 325 $32.50

Review email from C Horace re class certification hearing Review ECF re Joint Proposed Order on Class Certification Hearing 10/23/2013 387 T.Ellis 9 265 $2,385.00 Research standard for excluding expert report; drafted motion to exclude expert report of Anne T Couglan; discussion with AK

about motion10/24/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Dkt 137 10/24/2013 190 L.Young 1.8 515 $927.00 Conference with AK re class certification presentation and witnesses; review draft of Plaintiff's Response to Defendants' Motion

for Summary Judgment; emails to/from D.Ward and AT re travel arrangements for class certification hearing; download and review copy of Plaintiffs' Class Certification Reply

10/24/2013 387 T.Ellis 9 265 $2,385.00Research standard for excluding expert report; drafted motion to exclude expert report of Anne T Couglan; discussion with AK about motion Research re: standard to exclude affidavit as conclusory; drafted motion to exclude Smith affidavit as conclusory

10/25/2013 188 K.Taylor 0.1 325 $32.50 Review ECFs re Dkts 138-139 10/25/2013 387 T.Ellis 3.5 265 $927.50 Reviewed AK's revisions to Motion to Strike Expert Report of Coughlan; researched standards for exclusion of affidavit as

conclusory; drafted motion to exclude Smith affidavit 10/25/2013 579 D.Ward 4.5 150 $675.00 Format, code brief and e-file Pls' Response to Defs' MSJ; pull cited cases10/28/2013 169 A.Kochanowski 8.6 545 $4,687.00 Prepare for class cert hearing10/29/2013 169 A.Kochanowski 8.5 545 $4,632.50 Attend class cert hearing10/29/2013 387 T.Ellis 1 265 $265.00 Met with AK, LY re: draft motion to strike Coughlan report/Smith Affidavit 10/30/2013 188 K.Taylor 0.3 325 $97.50

Review ECF re Notice of Substitution of Attorney-in-Charge by Eugene Robinson Correspond with AK, DLW & LRM re same 10/30/2013 387 T.Ellis 9 265 $2,385.00 Revised Motion to strike expert report of Anne Coughlan, revised motion to strike affidavit of Darryl Smith; additional research;

copyediting10/31/2013 190 L.Young 2.2 515 $1,133.00

Review and edit drafts of TRE's motions to strike Defendants' MLM expert's report (Coughlan) and the affidavit of Presidential Director Smith; meeting with TRE re preparations for class certification hearing and Plaintiff's substitution of counsel

10/31/2013 377 J.Thompson 0.8 515 $412.00 Review and edit motion to strike Smith Affidavit10/31/2013 387 T.Ellis 2 265 $530.00 Final review and revision of Motion to Strike Coughlan Report and Motion to strike Smith Affidavit

11/1/2013 188 K.Taylor 0.3 325 $97.50 Review ECFs re Dkts 141-148 Review emails from Beverly Congdon re same 11/1/2013 387 T.Ellis 3 265 $795.00

Final reviews and edits to motions to strike Coughlan/Smith; pulled materials together for Denise to file; e-mails with co-counsel11/1/2013 579 D.Ward 1.5 150 $225.00 Format and e-file Pls' Motion to Strike Affidavit of Smith and Coughlan11/1/2013 579 D.Ward 1.5 150 $225.00

Assist co-counsel in retrieving exhibits and cited cases for Pls' Motion to Strike Expert Report & Testimony of Paul Carmona11/1/2013 579 D.Ward 2 150 $300.00 Format and e-file Pls' Motion to Strike Expert Report & Testimony of Anne Coughlan, pull cited cases11/1/2013 579 D.Ward 0.3 150 $45.00

Retrieve cases from Lexis in support of Plaintiffs' Motions to Strike Affidavit of Darryl Smith and Expert Report of Anne Coughlan11/4/2013 190 L.Young 0.7 515 $360.50 Emails to/from co-counsel re agenda items for tomorrow's pre-class certification strategy meeting; review Plaintiff's supplemental

response to Defendants' motion for leave to amend their answer to add a class-wide arbitration defense; conference and emails with AT and DW re hearing materials

11/5/2013 190 L.Young 3.8 515 $1,957.00 Travel to Houston for 11/6 class certification hearing; calls and emails to/from AK re class certification issues; review class certification papers and filings on plane


12

Date Tkpr# Tkpr Hours Rate Lodestar Narrative11/6/2013 190 L.Young 12.4 515 $6,386.00 Breakfast meeting with AK and P.Taylor to prepare for class certification hearing; meet M.Prebeg and Mr. Robinson; attend class

certification hearing; conference with AK and Prebeg attorneys re impressions of case, class certification hearing and related settlement and trial considerations; return travel to Detroit

11/6/2013 377 J.Thompson 0.3 515 $154.50 Discuss class cert hearing results today with TE11/7/2013 190 L.Young 0.7 515 $360.50

Meetings with TRE and JJT re ouT/Come of class certification hearing; emails to/from S.Abbott re potential settlement approaches11/7/2013 387 T.Ellis 0.8 265 $212.00 Debrief meeting with LY re: Torres certification hearing and next steps

11/10/2013 169 A.Kochanowski 7 545 $3,815.00 Read Defendants' motions to strike; draft outline re responses11/11/2013 190 L.Young 1.4 515 $721.00 Conference with AK re settlement proposal; outline settlement alternatives and slides for settlement presentation to defendants;

emails to/from S.Abbott re same11/11/2013 387 T.Ellis 0.5 265 $132.50 Conversation with AK about next steps in case, potentially writing a brief; Conversation with LY about settlement strategy and

approach11/12/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Dkt 150 11/12/2013 190 L.Young 0.8 515 $412.00 Review Plaintiff's Opposition to Defendants' Motion for Leave to File First Amended Answer and Affirmative Defenses to Second

Amended Complaint11/12/2013 579 D.Ward 1.5 150 $225.00 Assist co-counsel in retrieving exhibits and cited cases for Pls' Opp to Defs' Motion for Leave to File First Amended Answer and

Affirmative Defenses to Second Amended Complaint11/13/2013 188 K.Taylor 0.1 325 $32.50 Review ECF re Dkt 151 11/13/2013 188 K.Taylor 0.2 325 $65.00 Correspond with DLW & Bruce Slavin re obtaining a transcript of the Hearing on Class Certification 11/14/2013 188 K.Taylor 9.8 325 $3,185.00

Review correspondence from DLW re Defendants’ Motion to Exclude Testimony of Paul H Taylor Begin reviewing said Motion, as well as Taylor’s June 21, 2013 Expert Report and August 23, 2013 deposition testimony Begin conducting necessary file review and legal research to draft Plaintiffs’ Brief in Opposition to said Motion Participate in interoffice conference with LY re Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude Testimony of Paul H Taylor Review PowerPoint presentation and Comcast case emailed by LY Review ECF re Dkt 152

11/14/2013 190 L.Young 3.3 515 $1,699.50Draft settlement presentation to share with defense counsel; review settlement ideas from S.Abbott; emails to/from S.Abbott and AK re alternative settlement options and approaches; meeting with JJT re CAFA settlement requirements; conference call with co-counsel re finalization of our settlement presentation and mediator recommendations and availability

11/14/2013 190 L.Young 0.9 515 $463.50Meetings with K.Hosmer and TRE to review outline and discuss Plaintiff's response to Defendants' Motion to Strike the expert report and testimony of Paul Taylor; emails to/from D.Ward re class certification hearing transcript issues

11/14/2013 190 L.Young 0.7 515 $360.50 Review Ad Hoc Consumer MLM Advocate petition filed with the FT/C11/14/2013 350 L.Mikalonis 1.5 455 $682.50

Conference w/ KMH re response to motion to strike Paul Taylor; review of motion to strike; conference w/ KMH and TRE re same11/14/2013 387 T.Ellis 1.3 265 $344.50 Conversation with LY, KH, LM about response to motion to strike expert Paul Taylor Conversation with LY about settlement

strategy conference call 11/14/2013 594 V.Stewart 0.1 170 $17.00 Meet and confer with attorney LCY regarding instructions to locate and contact Eric Green of JAMS/Endispute regarding

mediation in December11/15/2013 169 A.Kochanowski 6 545 $3,270.00 Work on reply briefs re m/strike11/15/2013 188 K.Taylor 12.5 325 $4,062.50 Continue conducting necessary file review and legal research to draft Plaintiffs’ Brief in Opposition to Defendants’ Motion to

Exclude Testimony of Paul H Taylor Participate in interoffice conferences with AK & LY re same Review deposition excerpts forwarded by AK Review FT/C Petition forwarded by LY

11/15/2013 190 L.Young 0.8 515 $412.00 Meeting with K.Hosmer re Plaintiffs' response to Defendants' Motion to Strike the Report and Expert Opinions of Paul Taylor; emails to/from co-counsel re potential mediators and mediation dates

11/15/2013 594 V.Stewart 0.5 170 $85.00 Research information on mediator Eric Green formerly of JAMS / Endispute now with Resolutions, LLC; contact same regarding availability for mediation in December 2013; email updated resume to atty LCY


13

Date Tkpr# Tkpr Hours Rate Lodestar Narrative11/16/2013 188 K.Taylor 14.5 325 $4,712.50 Continue conducting necessary file review and legal research to draft Plaintiffs’ Brief in Opposition to Defendants’ Motion to

Exclude Testimony of Paul H Taylor 11/17/2013 169 A.Kochanowski 8 545 $4,360.00 Work on various post-hearing motions and replies11/17/2013 188 K.Taylor 11.8 325 $3,835.00 Continue conducting necessary file review and legal research to draft Plaintiffs’ Brief in Opposition to Defendants’ Motion to

Exclude Testimony of Paul H Taylor 11/18/2013 188 K.Taylor 15 325 $4,875.00 Continue conducting necessary file review and legal research and begin drafting Plaintiffs’ Brief in Opposition to Defendants’

Motion to Exclude Testimony of Paul H Taylor Correspond with DLW & Mr. Slavin re transcript of the Hearing on Class Certification Review correspondence from DLW attaching said transcript

11/18/2013 350 L.Mikalonis 0.3 455 $136.50 Conference w/ KMH re response to motion to exclude Paul Taylor's report and testimony11/19/2013 188 K.Taylor 19.3 325 $6,272.50 Continue conducting necessary legal research and drafting Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude

Testimony of Paul H Taylor Review correspondence from AK attaching transcript of Hearing on Class Certification Review ECF re Dkt 153 Review correspondence from Beverly Congdon attaching Defendants’ Reply in Support of Motion for Leave to File First Amended Answer and Affirmative Defenses to Plaintiffs’ Second Amended Complaint and Exhibit 3 Supplemental Affidavit of John Franklin Guild

11/19/2013 190 L.Young 0.2 590 $118.00 Emails to/from co-counsel re demand letter issues and format11/19/2013 594 V.Stewart 0.3 170 $51.00 Telephone call to potential mediator Eric Green regarding availability; left message with assistant; email to same11/20/2013 188 K.Taylor 20.5 325 $6,662.50 Continue conducting necessary legal research and drafting Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude

Testimony of Paul H Taylor Review ECF re Dkt 154 11/20/2013 594 V.Stewart 0.3 170 $51.00

Email from potential expert Eric Green's assistant regarding availability in January only; email same to attorney LCY11/21/2013 188 K.Taylor 10 325 $3,250.00

Finish initial draft of Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude Testimony of Paul H Taylor Email same to AK for his review, comment & correction Review correspondence from DLW re size of footnotes Correspond with DLW re electronic cases Forward all electronic cases to DLW for attachment to Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude Testimony of Paul H Taylor Review return correspondence from AK re my initial draft of same Draft reply correspondence to AK

11/22/2013 188 K.Taylor 10.3 325 $3,347.50

Review correspondence from AK re AK’s suggested edits to the current draft of Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude Testimony of Paul H Taylor Correspond with DLW re her lining up Paul Taylor’s review of Plaintiff’s Brief in Opposition Review correspondence from DLW to PT re same Review return correspondence from PT Review correspondence between DLW & Brent Caldwell re the current status of Plaintiffs’ Brief in Opposition Make AK’s requested edits to Plaintiffs’ Brief in Opposition and forward current version to DLW Review correspondence from DLW to PT attaching same for PT’s review, comment and correction Review correspondence from DLW to BC, MP & AK attaching same for their review, comment and correction Compile exhibits to same Review ECF re Dkt 155 Review return correspondence from AK suggesting further edits to Plaintiffs’ Brief in Opposition Make AK’s suggested edits to same Review correspondence from MP, PT & DLW Participate in teleconference with PT Make PT’s suggested edits to Plaintiffs’ Brief in Opposition Forward current version of Plaintiffs’ Brief in Opposition to DLW Review correspondence from DLW to MP & BC attaching same for their review, comment & correction Review ECFs re Dkts 156-158 Review correspondence from Beverly Congdon attaching Defendants’ Opposition to Plaintiffs’ Motion to Strike the Affidavit of Darryl Smith and Exhibit 1, Smith Affidavit Review correspondence from BC attaching Defendants’ Opposition to Plaintiffs’ Motion to Strike the Affidavit of Paul D Carmona and Exhibit 1, Carmona Report Review correspondence between MP and DLW re MP’s 11-21-13 suggested edits Review correspondence from BC attaching Defendants’ Opposition to Plaintiffs’ Motion to Strike the Expert Report and Testimony of Anne Coughlan, Exhibit 1, Coughlan Expert Report and Exhibit 2, Coughlan Rebuttal Report to Paul H Taylor Review correspondence from MP attaching his suggested redline edits to Plaintiffs’ Brief in Opposition Incorporate MP’s suggested redline edits where appropriate Forward current version to MP for his final review Participate in teleconference with MP Make final edits to Plaintiffs’ Brief in Opposition and otherwise prepare same for filing Review ECF re Dkt 159 Review email from DLW to Defendants’ counsel attaching same


14

Date Tkpr# Tkpr Hours Rate Lodestar Narrative11/22/2013 350 L.Mikalonis 0.5 455 $227.50

Review and revise response to Defendant's motion to strike Paul Taylor's testimony and report; conference w/ KMH re same11/22/2013 579 D.Ward 4.5 150 $675.00

Format, code brief and e-file Brief in Opp to Defs' Motion to Exclude Testimony of Paul H Taylor; retrieve exhibits and cited cases11/25/2013 188 K.Taylor 0.5 325 $162.50 Review correspondence between DLW, AK, BC & TRE re Plaintiffs’ three Reply briefs (i.e., the Smith, Coughlan & Carmona Reply

briefs) Review correspondence from DLW to TRE attaching materials for TRE to draft Plaintiffs’ Reply brief in support of striking Smith’s Affidavit Correspond with LRM re same

11/25/2013 350 L.Mikalonis 1 455 $455.00 Conference w/ KMH re reply briefs in support of motions to strike; conference w/ LCY re same; conference w/ TRE re same; review of response briefs

11/25/2013 387 T.Ellis 0.5 265 $132.50 E-mails with LY, AK re: replies to responses to motion to strike Coughlan and Smith 11/26/2013 188 K.Taylor 8 325 $2,600.00 Review correspondence from LRM Correspond with AK re Plaintiffs’ Smith & Coughlan Reply briefs Begin reviewing necessary

materials and conducting necessary legal research to prepare same Review ECF re Dkt 160 11/26/2013 350 L.Mikalonis 1.5 455 $682.50

Review of Defendants' response briefs to motions to strike expert testimony and affidavits; conference w/ KMH re same11/27/2013 188 K.Taylor 5.5 325 $1,787.50 Continue conducting necessary legal research re Plaintiffs’ Reply brief in support of striking Smith’s Affidavit Participate in

teleconference with LY re same Correspond with DLW re same 11/27/2013 190 L.Young 0.9 590 $531.00 Meeting with TRE and AK and subsequent meeting with K.Hosmer re reply briefing for our motions to strike Defendants' expert

reports12/2/2013 188 K.Taylor 13 325 $4,225.00 Continue conducting necessary legal research and begin drafting Plaintiffs’ Reply brief in support of striking Smith’s Affidavit

Review ECF re Dkt 161 12/2/2013 350 L.Mikalonis 0.4 455 $182.00 Conference w/ KMH re reply in support of motion to strike Smith affidavit12/3/2013 188 K.Taylor 14.3 325 $4,647.50 Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Smith’s Affidavit Review

correspondence from DLW re filing of Plaintiffs’ Reply briefs due 12/13/13 Review return correspondence from BT/C Review reply correspondence from DLW

12/4/2013 188 K.Taylor 13.3 325 $4,322.50 Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Smith’s Affidavit (including side-by-side comparison chart)

12/4/2013 350 L.Mikalonis 0.2 455 $91.00 Conference w/ KMH re reply in support of motion to strike Smith affidavit12/5/2013 188 K.Taylor 11 325 $3,575.00 Finish conducting necessary legal research and initial draft of Plaintiffs’ Reply brief in support of striking Smith’s Affidavit

(including side-by-side comparison chart) Email same to AK for his review, comment & correction 12/6/2013 188 K.Taylor 8.8 325 $2,860.00

Review return correspondence from AK attaching his suggested edits to Plaintiffs’ Reply brief in support of striking Smith’s Affidavit Correspond with DLW re same Review AK’s suggested edits and further revise Plaintiff’s Reply brief (including the side-by-side comparison chart) before emailing to MP & BC for their review, comment and correction Review return correspondence from BC Begin conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Review correspondence from BC attaching his and MP’s redline edits to Plaintiffs’ Reply brief in support of striking Smith’s Affidavit (including the side-by-side comparison chart)

12/7/2013 188 K.Taylor 13.3 325 $4,322.50 Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Begin reviewing/addressing BC’s & MP’s redline edits to Plaintiffs’ Reply brief in support of striking Smith’s Affidavit (including the side-by-side comparison chart)

12/8/2013 188 K.Taylor 12.5 325 $4,062.50Finish reviewing/addressing BC’s & MP’s redline edits to Plaintiffs’ Reply brief in support of striking Smith’s Affidavit (including the side-by-side comparison chart) Email revised version to BC & MP for their further review, comment & correction Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony


15

Date Tkpr# Tkpr Hours Rate Lodestar Narrative12/9/2013 188 K.Taylor 8.8 325 $2,860.00 Review return correspondence from MC attaching his final redline edits to Plaintiffs’ Reply brief in support of striking Smith’s

Affidavit (including the side-by-side comparison chart) Finalize and otherwise prepare same for filing Correspond with DLW re coding of same Review correspondence from DLW forwarding final version of same to AK for his review, comment and correction Review return correspondence from AK confirming that said Reply brief can be filed Correspond with DLW re LEXIS cases cited in said Reply brief Correspond with DLW re her providing a final version of said Reply brief to MP & BC for their final review and consent to file Review return correspondence from MP & BC confirming their consent to file Instruct DLW to file and review ECF re same

12/9/2013 188 K.Taylor 2 325 $650.00 Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony

12/9/2013 579 D.Ward 5 150 $750.00 Format, code brief and e-file Reply in Support of Pls' Motion to Strike affidavit of Darryl Smith; format and finalize Chart (Exh A); retrieve cited cases

12/10/2013 188 K.Taylor 9 325 $2,925.00 Continue conducting necessary legal research and finish initial draft of Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Correspond with DLW re same

12/11/2013 188 K.Taylor 1 325 $325.00 Review return correspondence from AK & DLW re Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Email same to MP & MC for their review, comment & correction Review correspondence from BC attaching his draft Reply brief in support of Plaintiffs’ motion to strike Carmona Correspond with MP & MC re status of their suggested edits to Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony

12/12/2013 169 A.Kochanowski 4 545 $2,180.00 Work on m/amend response12/12/2013 188 K.Taylor 4 325 $1,300.00

Review correspondence from DLW to MP & BC re status of their redline edits to Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Review return correspondence from BC attaching his redline edits Review BC’s redline edits and otherwise prepare Plaintiff’s Reply brief in support of striking Coughlan’s report and testimony for filing Email same to DLW for coding Review return correspondence from DLW confirming her completion of coding Correspond with DLW re LEXIS cases cited in said Reply brief Review correspondence from MP confirming that he has no additional redline edits to said Reply brief Correspond with DLW re permission to file same Review ECF re same Review correspondence from DLW to opposing counsel attaching same Review correspondence from BC attaching current version of his draft Reply brief in support of Plaintiffs’ motion to strike Carmona

12/12/2013 579 D.Ward 3 150 $450.00 Format, code brief and e-file Reply in Support of Pls' Motion to Strike Expert Reports and Testimony of Anne Coughlan, retrieve cited cases

12/13/2013 188 K.Taylor 0.3 325 $97.50 Review correspondence from BC attaching latest version of his Reply brief in support of Plaintiffs’ motion to strike Carmona Review ECF re same Review correspondence from BC to opposing counsel attaching same Review ECFs re Dkts 165 & 166 Review correspondence from BC attaching same

12/16/2013 188 K.Taylor 0.3 325 $97.50 Review correspondence from BC re Defendants’ Amended Answer Review return correspondence from JWB, AK & MP Review reply correspondence from BC

12/17/2013 188 K.Taylor 0.3 325 $97.50 Review correspondence from JWB re oral hearing Review return correspondence from MP & BC 12/18/2013 188 K.Taylor 0.3 325 $97.50 Review correspondence from BC attaching draft Motion to Strike Defendants’ Arbitration Affirmative Defense Review return

correspondence from JWB & AK 1/3/2014 169 A.Kochanowski 5 545 $2,725.00 Continue research and reviewing Plaintiffs’ motion to strike arbitration defense1/3/2014 387 T.Ellis 0.3 290 $87.00 E-mails with co-counsel1/6/2014 169 A.Kochanowski 0.4 545 $218.00 Review Hoyyt order; t/c w MP re same1/6/2014 387 T.Ellis 1 290 $290.00 Reviewed Torres Opinion and Order, emails1/6/2014 387 T.Ellis 1 290 $290.00 Review Torres Opinion and Order, emails1/7/2014 169 A.Kochanowski 0.5 545 $272.50 Review Hoyt order re experts; discuss internally1/7/2014 169 A.Kochanowski 5.3 545 $2,888.50 Finalize research re arbitration and review TE work re same1/7/2014 190 L.Young 1.3 590 $767.00

Review order granting Plaintiff's Motions to Strike portions of Defendants' expert reports; f/u conversation with TRE, AK and K.Hosmer re same; conversation with JJT and AK re arbitration clause issues and the Supreme Court's decision in Italian Colors


16

Date Tkpr# Tkpr Hours Rate Lodestar Narrative1/7/2014 377 J.Thompson 0.4 590 $236.00 Review order on motions in limine; discuss with TE1/8/2014 169 A.Kochanowski 4 545 $2,180.00 Prep work re potential trial; update 5th circuit RICO law; continue to research arbitration issue raised in motion1/8/2014 387 T.Ellis 0.1 290 $29.00 Torres email

1/13/2014 169 A.Kochanowski 1.4 545 $763.00 Receipt and review order re class cert; discussion internally re same; t/c w/ MP re same1/13/2014 190 L.Young 1.2 590 $708.00 Review Judge Hoyt's class certification decision; emails to/from co-counsel re same1/13/2014 387 T.Ellis 1.5 290 $435.00 Reviewed judge's order, talked to AK, drafted blog post, e-mails1/14/2014 169 A.Kochanowski 3.5 545 $1,907.50 Discussions re class decision; review of remaining work; notice issues1/14/2014 190 L.Young 0.8 590 $472.00 Meeting with AK re Judge Hoyt's class certification decision; class notice strategy, and potential rule 23(f) issues; download and

forward copies of sample class notices to co-counsel; review TRE's blog post1/14/2014 387 T.Ellis 0.3 290 $87.00 Revised blog post, talked with AK, LY about judge's order1/22/2014 190 L.Young 1.4 590 $826.00 Review proposed trial schedule from M.Prebeg; review draft of second amended JPA; email to AK with additional suggestions for

JPA; emails to/from co-counsel re scheduling and Rule 23(f) issues1/22/2014 387 T.Ellis 0.5 290 $145.00 Reviewed Defendant's Response to Motion to Strike1/26/2014 169 A.Kochanowski 1.6 545 $872.00 Work on proposed notice and associated forms1/27/2014 387 T.Ellis 1 290 $290.00 Meet with AK about appeal notice, reviewed appellate rules to determine time to respond to petition for appeal1/28/2014 190 L.Young 2.3 590 $1,357.00

Review Defendants' Rule 23(f) petition and the Direct Selling Association's request for leave to file an amicus brief in support of Defendants' petition; review letter from M.Prebeg to defense counsel with attached draft form class notice; conference with AK re Rule 23(f) response; download and analyze Judge Thomas' analysis of the reliance issue in Bridge

1/28/2014 377 J.Thompson 0.5 590 $295.00 Discuss Rule 23(f) appeal issues with AK1/29/2014 387 T.Ellis 0.1 290 $29.00 Draft e-mails re scheduling1/30/2014 169 A.Kochanowski 3.5 545 $1,907.50 Receipt and review motion for immediate stay; discussions re same; look at case law cited; strategy re response1/30/2014 387 T.Ellis 0.1 290 $29.00 Email with counsel1/31/2014 169 A.Kochanowski 1 545 $545.00 Review reply brief re arbitration issue1/31/2014 387 T.Ellis 0.2 290 $58.00 Draft e-mails re scheduling

2/3/2014 190 L.Young 0.7 590 $413.00 Conference with AK re Rule 23(f) strategy and Goldstein's willingness to help with the appeal2/4/2014 169 A.Kochanowski 1.2 545 $654.00 Review orders for stay and re arbitration issue; internal discussions re same2/5/2014 169 A.Kochanowski 1 545 $545.00 Motion for entry of order, final review2/5/2014 169 A.Kochanowski 1 545 $545.00 Review DSA brief2/5/2014 169 A.Kochanowski 3.7 545 $2,016.50 Confer w MP re notice and trial schedule matters; discussions internally re staffing; continue various prep work assuming trial

schedule adopted2/6/2014 169 A.Kochanowski 2.5 545 $1,362.50 Review order for expedited response from Hoyt; work on response2/6/2014 169 A.Kochanowski 4 545 $2,180.00 Response to petition to appeal2/7/2014 169 A.Kochanowski 1.6 545 $872.00 Work on response continued; receipt and review Hoyt order re arbitration issue2/9/2014 190 L.Young 1.3 590 $767.00 Review Plaintiff's response to Defendants' Rule 23(f) petition

2/10/2014 169 A.Kochanowski 0.2 545 $109.00 Receipt and review Hoyt order re notice2/10/2014 169 A.Kochanowski 2 545 $1,090.00 Work on stay issues2/10/2014 190 L.Young 0.8 590 $472.00 Conference with AK re Rule 23(f) strategy, and injecting more of the analysis from Bridge into Plaintiffs' response to the DMI and

Chamber of Commerce's amicus briefs2/10/2014 579 D.Ward 2 160 $320.00 Prepare, format and e-file Pls' Ex-Parte Motion to Withdraw LRM & KHM as counsel2/11/2014 169 A.Kochanowski 1 545 $545.00 Work re agreed motion to stay various schedules; t/c w/Hurst re same2/11/2014 387 T.Ellis 1.5 290 $435.00 Read Chamber Amicus brief2/18/2014 169 A.Kochanowski 1.5 545 $817.50 Review case law re stay matters; work w/Brent and Matt re same2/20/2014 169 A.Kochanowski 3.8 545 $2,071.00 Receipt and review responses from Defendants re trial schedule; work on reply re same2/21/2014 190 L.Young 1.2 590 $708.00 Review Order granting Plaintiff's proposed form of class notice and authorizing mailing of same; emails to/from co-counsel re

notice issues


17

Date Tkpr# Tkpr Hours Rate Lodestar Narrative2/21/2014 387 T.Ellis 0.8 290 $232.00 Reviewed order from the court, discussion with AK about serving pendency notice, reviewed motion for notice, e-mails from

vendor and requested updated quote from vendor2/25/2014 169 A.Kochanowski 2.5 545 $1,362.50 Work with BC re response, continue to work re potential trial schedule; confer w experts re class issues

3/3/2014 169 A.Kochanowski 1.2 545 $654.00 Notice of scheduling order; notice from 5th circuit; discussions internally re same3/3/2014 377 J.Thompson 0.5 590 $295.00 Speak with LY about the class notice issues; discuss same with AK3/3/2014 387 T.Ellis 0.3 290 $87.00 Reviewed orders from court re: trial setting and mediation; notice from Defendant of 5th Cir Decision on motion to stay

proceedings 3/3/2014 579 D.Ward 2.5 160 $400.00 Format and e-file Pls' Ex-Parte Motion Removing Scott Clearman as Class Counsel; assemble exhibits3/4/2014 190 L.Young 0.7 590 $413.00

Review Judge Hoyt's order denying Defendants' motion to stay, and setting mediation and trial dates; review Fifth Circuit order staying proceedings in the district court; conference with AK re class notice issues and GA arbitration class options

3/5/2014 169 A.Kochanowski 1 545 $545.00 Review DSA materials 5th circuit3/5/2014 169 A.Kochanowski 1 545 $545.00 Review notice from 5th Circuit; discussions re same3/9/2014 169 A.Kochanowski 2 545 $1,090.00 T/C w/MP re 5th circuit, appeal lawyers and associated issues; t/c with various re 5th circuit potential appeal

3/12/2014 387 T.Ellis 0.3 290 $87.00 Read court order RE: appeal3/14/2014 169 A.Kochanowski 1.3 545 $708.50 Notice from 5th circuit re appeal; strategy conference re same3/15/2014 169 A.Kochanowski 3.6 545 $1,962.00 Review authority cited by DSA; review 5th Circuit precedent re RICO; work on personnel re appeal3/19/2014 190 L.Young 0.9 590 $531.00

Conference with AK and TRE re Rule 23(f) appeal issues, Goldstein retention and meeting with G.Davis to locate a Georgia ISA3/19/2014 387 T.Ellis 0.3 290 $87.00 Strategy meeting and discussion with LY, JJT, AK, AM re: Torres lessons and next steps3/19/2014 388 A.Marino 0.2 290 $58.00 Meeting with LY, JT, TE, AK on case progress, various legal issues 3/22/2014 169 A.Kochanowski 1 545 $545.00 T/C with various re potential appeal appearance3/25/2014 190 L.Young 0.3 590 $177.00 Review web inquiries from two stream-ignite class members; forward same to TRE for intake; emails to AK and D.Ward to advise

of same3/25/2014 387 T.Ellis 0.4 290 $116.00 Followed up with potential new clients from web intakes

4/8/2014 169 A.Kochanowski 0.3 545 $163.50 Receipt briefing schedule4/14/2014 169 A.Kochanowski 1 545 $545.00 Work in connection with personnel for appeal; t/c with various re same5/12/2014 169 A.Kochanowski 1.5 545 $817.50 Confer with potential Supreme Court counsel re appeal; work with co-counsel re contingency issues5/23/2014 169 A.Kochanowski 0.3 545 $163.50 Motion to extend (unopposed)5/24/2014 169 A.Kochanowski 2.4 545 $1,308.00 Continue work on appellate counsel; research 5th circuit law and composition of court5/26/2014 169 A.Kochanowski 1 545 $545.00 Confer with Texas counsel re suggested appearance

6/5/2014 169 A.Kochanowski 1 545 $545.00 Discussions w/GR re appeal6/8/2014 169 A.Kochanowski 1 545 $545.00 Work with co-counsel re GR

6/27/2014 169 A.Kochanowski 2.4 545 $1,308.00 Finalize matters w/GR; miscellaneous re appeal7/18/2014 169 A.Kochanowski 1.5 545 $817.50 Receipt and review appellants’ brief7/26/2014 169 A.Kochanowski 1.5 545 $817.50 Review amici briefs

8/2/2014 169 A.Kochanowski 7.5 545 $4,087.50Go through and supply GR with various requested materials; review case law Sandwich Chef; research scheme liability issues

8/3/2014 169 A.Kochanowski 6.6 545 $3,597.00 Review transcripts for various detail re facts; continue scheme liability research8/7/2014 190 L.Young 0.8 590 $472.00 Conference with JJT re class settlement and administration options8/8/2014 169 A.Kochanowski 1 545 $545.00 T/C w/co-counsel re direction of appellate response

9/12/2014 387 T.Ellis 0.5 290 $145.00 Reviewed communications from outside attorney, researched attorney; e-mails with co-counsel9/15/2014 169 A.Kochanowski 2 545 $1,090.00 Work on various issues raised by GR; collect additional information for GR from underlying record

10/12/2014 169 A.Kochanowski 6 545 $3,270.00 Review draft; suggested language; review new case law provide commentary re direction of response brief10/13/2014 169 A.Kochanowski 2 545 $1,090.00 Continue work w/GR re brief, provide comment10/14/2014 190 L.Young 0.4 590 $236.00 Conference with AK re Plaintiffs' recent filing in the 5th Circuit and Avon's withdraw from the DSSA10/16/2014 169 A.Kochanowski 2 545 $1,090.00 Review our amicus briefs/t/c/ re same


18

Date Tkpr# Tkpr Hours Rate Lodestar Narrative10/20/2014 169 A.Kochanowski 1 545 $545.00 Review response brief10/30/2014 169 A.Kochanowski 1 545 $545.00 Review reply brief

1/30/2015 596 S.Rickard 4 230 $920.00 Review case materials and documents to prepare for 5th Circuit oral argument2/2/2015 169 A.Kochanowski 5 655 $3,275.00 Meeting with Eric Citron, Matt Prebeg, Chris Faucett and Brent Caldwell re: preparation for oral argument2/2/2015 596 S.Rickard 12 230 $2,760.00 Travel - Detroit to New Orleans Meet with team to discuss oral argument strategy/mock trial 2/3/2015 169 A.Kochanowski 4 655 $2,620.00 Continue discussions post-oral argument with Eric Citron, et al2/3/2015 169 A.Kochanowski 3 655 $1,965.00 Attend oral argument2/3/2015 596 S.Rickard 7 230 $1,610.00 Attend oral argument in the 5th Cir COA Meet with team to discuss the argument and review strategy for letter brief required by

the court 2/4/2015 596 S.Rickard 8 230 $1,840.00 Travel - New Orleans to Detroit 2/6/2015 190 L.Young 0.5 590 $295.00 Meeting with AK re impressions of Defendant's positions at oral argument before the 5th Circuit2/7/2015 169 A.Kochanowski 2 655 $1,310.00 Research/writing re: additional letter requested by appeals panel2/8/2015 169 A.Kochanowski 2 655 $1,310.00 Continue research/writing re: additional letter requested by appeals panel2/9/2015 190 L.Young 1.3 590 $767.00 Meeting with S.Rickard to debrief from the 5th Cir. oral argument; listen to recording of same2/9/2015 596 S.Rickard 1 230 $230.00 Listen to oral argument recording and note cite references for specific argument issues Review letter brief 4/9/2015 190 L.Young 0.6 625 $375.00 Conference with AK re status and expectation that the Fifth Circuit may remand the case with instructions to perform additional

fact finding5/22/2015 190 L.Young 0.5 625 $312.50 Conference with AK re Scott Clearman's filing of a second/duplicative class action case in Austin and related conflict and

disqualification issues5/26/2015 190 L.Young 0.7 625 $437.50 Review motion to disqualify Scott Clearman as co class counsel

6/1/2015 190 L.Young 0.8 625 $500.00 Review Fifth Circuit order allowing the pending motions to be briefed in the district court but not decided; conference with AK re same

6/5/2015 169 A.Kochanowski 1 655 $655.00 Review Scott Clearman's Motion for Contempt; call with Matt Prebeg6/6/2015 169 A.Kochanowski 4 655 $2,620.00 Begin research and draft of response to Clearman's Motion for Contempt6/8/2015 169 A.Kochanowski 2 655 $1,310.00 Continue drafting response to Clearman's Motion for Contempt6/9/2015 169 A.Kochanowski 1 655 $655.00 Finalize and file response to Clearman's Motion for Contempt

8/26/2015 596 S.Rickard 0.5 230 $115.00 T/C with Brandon LoVerde re his involvement with Stream and amounts invested and lost Note to file 10/18/2015 190 L.Young 1.3 625 $812.50 Review Opinion of the Fifth Circuit Reversing Class Certification and the accompanying Dissent; outline issues that might be worth

trying to appeal to the SCOTUS10/23/2015 190 L.Young 4.9 625 $3,062.50 Conference with AK re En Banc Appeal issues; research en banc application process and procedures and look for statistics

regarding acceptance of issues for en banc review10/24/2015 190 L.Young 8 625 $5,000.00

Continue en banc related legal research; conference with AK re the Goldstein firm's willingness to move for en banc review11/12/2015 169 A.Kochanowski 2 655 $1,310.00 Review draft of petition for rehearing en banc11/16/2015 169 A.Kochanowski 2 655 $1,310.00 Review draft of petition for rehearing en banc; telephone call with Eric Citron re: same11/19/2015 169 A.Kochanowski 1.5 655 $982.50 Review draft of petition for rehearing en banc; call with Eric Citron, et al re: same11/20/2015 169 A.Kochanowski 2 655 $1,310.00 Call with Matt Prebeg, et al re: petition for rehearing; review, revise and research for same

3/14/2016 377 J.Thompson 0.4 655 $262.00 Discuss various issues with AK about case, class cert and damages3/15/2016 190 L.Young 0.4 655 $262.00 Conference with AK re the Fifth Circuit's acceptance of Plaintiff's en banc petition and related class certification strategy moving

forward3/16/2016 169 A.Kochanowski 2 685 $1,370.00 Teleconference with co-counsel3/30/2016 169 A.Kochanowski 1.5 685 $1,027.50 Teleconference with co-counsel4/28/2016 169 A.Kochanowski 5 685 $3,425.00 Begin work on en banc brief4/29/2016 169 A.Kochanowski 1 685 $685.00 Teleconference with co-counsel

5/2/2016 169 A.Kochanowski 7 685 $4,795.00 Work on en banc brief5/5/2016 169 A.Kochanowski 6 685 $4,110.00 Work on en banc brief5/6/2016 169 A.Kochanowski 7 685 $4,795.00 Work on en banc brief


19

Date Tkpr# Tkpr Hours Rate Lodestar Narrative5/9/2016 169 A.Kochanowski 4 685 $2,740.00 Final review of en banc brief; file en banc brief

5/24/2016 169 A.Kochanowski 4 685 $2,740.00 Flight to New Orleans for hearing5/25/2016 169 A.Kochanowski 4 685 $2,740.00 Attend en banc hearing; meeting with co-counsel5/25/2016 169 A.Kochanowski 4 685 $2,740.00 Flight to Detroit10/3/2016 190 L.Young 1.8 655 $1,179.00 Conference with AK re the Fifth Circuit's en banc decision and related SJ and trial issues; download and review copy of the

decision; email to JJT, ALM, RMJ, KJS and JLY explaining the importance of the Fifth Circuit's ruling10/4/2016 190 L.Young 0.8 655 $524.00 Review defense counsel's statements in Law360; email to AK suggesting motion for protective order to prevent defendant from

contacting absent class members to obtain happy camper affidavits; review Blue Cross MDL docket for copies of the ACM papers and decision filed in that case and related legal research for the Fifth Circuit

10/5/2016 190 L.Young 0.6 655 $393.00 Conference with AK re class notice motion and related issues; email to AK attaching copy of B.Wanca's notice motion from Compressors

10/5/2016 377 J.Thompson 0.5 655 $327.50 Discuss effect of 5th Cir decision on case with LY11/18/2016 169 A.Kochanowski 1 685 $685.00 Call with co-counsel

12/1/2016 190 L.Young 0.4 655 $262.00 Conference with AK and JJT re class notice and other pressing issues to take up as soon as the Fifth Circuit remands the file next week; emails to/from WV re appearances and pro hacs

12/2/2016 169 A.Kochanowski 1 685 $685.00 Call with co-counsel12/2/2016 377 J.Thompson 1 655 $655.00 Group call to prepare for post mandate work12/2/2016 377 J.Thompson 0.7 655 $458.50 Read and revise letter requesting Rule 16 conference12/5/2016 190 L.Young 1.4 655 $917.00 Review Court's previous order approving the form of class notice and the pending motion to remove Scott Clearman as co-class

counsel; review and edit draft of AK's status letter to defense call requesting status conference following the remand from the Fifth Circuit

12/5/2016 190 L.Young 1.2 655 $786.00Strategy call with co-counsel re class issues following remand, including death/substitution of the named plaintiff; removal of Scott Clearman as co-class counsel; potential standing issues; concerns with the present confidentiality order, class notice update, and compelling a list of current names and addresses from Defendant to facilitate the class notice

12/14/2016 190 L.Young 1.6 655 $1,048.00Review proposed litigation funding agreement; conferences with JJT, AK and JHB re same and potential pros and cons of same

12/14/2016 377 J.Thompson 2 655 $1,310.00 Review, edit and discuss funding agreement12/16/2016 190 L.Young 1.5 655 $982.50 Follow up meeting with AK and JJT to discuss the trade offs and risks of entering into a litigation funding arrangment with the case

on appeal12/16/2016 377 J.Thompson 1.5 655 $982.50 Meeting on funding with LY and AK; review agreement

1/1/2017 377 J.Thompson 0.7 685 $479.50 Review motion to remove Clearman10/13/2017 169 A.Kochanowski 0.5 715 $357.50 Review denial of writ10/13/2017 169 A.Kochanowski 0.5 715 $357.50 Review mandate rules 5th Circuit, T/C re mandate10/15/2017 169 A.Kochanowski 1 715 $715.00 Issues with successor representative, T/C w/ co-counsel; database issues, discuss with SLR re re-opening10/16/2017 169 A.Kochanowski 1.5 715 $1,072.50

Review local rules and proposed class notice; T/C w Clearman re his version of class notice; T/C w/ co-counsel re same10/17/2017 169 A.Kochanowski 2 715 $1,430.00 Review statement re Robison’s death; database issues; class notice issues quotes and work on number of claimants from existing

database10/24/2017 190 L.Young 0.6 685 $411.00 Review mandate from the 5th Circuit, Defendant's summary judgment motion and motion to stay mailing of the class notice and

Judge Hoyt's briefing and status conference notices10/24/2017 596 S.Rickard 0.8 285 $228.00 Review Kerrigan opinions for securities preemption issue Emails to Brent and Adam Swick re PSLRA preemption 10/25/2017 169 A.Kochanowski 0.5 715 $357.50 Review motion to substitute estate10/26/2017 169 A.Kochanowski 1.5 715 $1,072.50 Review mandate and discuss internally staffing and next steps; review motion and Clearman revise to class notice; review Rule 23

notice requirements10/26/2017 169 A.Kochanowski 1.5 715 $1,072.50 Review motion to stay notice; begin response


20

Date Tkpr# Tkpr Hours Rate Lodestar Narrative10/26/2017 190 L.Young 0.6 685 $411.00

Conference with AK re Plaintiffs' response to Defendant's SJ motion and their likely appeal strategy to hold the case in limbo10/27/2017 169 A.Kochanowski 3.5 715 $2,502.50 Obtain order for expedited response; work on response; review PSLRA issues raised10/27/2017 377 J.Thompson 0.2 685 $137.00 Review costs and email re same10/28/2017 169 A.Kochanowski 3 715 $2,145.00

Research PSLRA issues and review case file for waiver of issue argument; T/C w co-counsel re same; discuss w LY internally10/30/2017 169 A.Kochanowski 4 715 $2,860.00 Write sections to response on judgment on pleadings; research 5th circuit waiver case law10/30/2017 190 L.Young 1.1 685 $753.50 Conference with AK re class notice administrators and the class notice administration process

11/5/2017 169 A.Kochanowski 7 715 $5,005.00 Continue response brief judgment on pleadings; detailed review and extracts from case file and review early 5th Circuit arbitration appeal for waiver

11/6/2017 169 A.Kochanowski 2.4 715 $1,716.00 Obtain notice quotes; research into recent case law re electronic notice requirements11/12/2017 169 A.Kochanowski 8 715 $5,720.00

Obtain draft from Caldwell re response; re-draft certain portions re waiver and other laches principles; review IA agreement and various deposition testimony concerning work issues relevant to PSLRA argument and incorporate same

11/16/2017 169 A.Kochanowski 5 715 $3,575.00 Continue review depositions; review expert reports Anne Coughlin re PSLRA issues and admissions made against that issue by Defendants; incorporate same into response

11/17/2017 579 D.Ward 5 170 $850.00 Format, code brief and e-file Pls' Response to Defs' Motion for judgment on the Pleadings; assemble exhibits11/17/2017 596 S.Rickard 0.4 285 $114.00 Review e-filings for district court case to find appeal case number and pull Appellees' Brief from Pacer (1st Appeal) re arbitration

issue Email to AK 11/20/2017 169 A.Kochanowski 4 715 $2,860.00 Finalize response brief and incorporate additional citations from record11/21/2017 190 L.Young 2.2 685 $1,507.00 Review draft of Plaintiff's Third Amended Complaint; email edits to AK and S.Rickard11/22/2017 169 A.Kochanowski 7 715 $5,005.00

Review TAC with substitution language; T/C w co-counsel; work on potential trial issues in light of PSLRA based motion; obtain jury instructions and work on internal database to organize; research into Stream’s current structure on website

11/23/2017 169 A.Kochanowski 3.4 715 $2,431.00 Work on Clearman issues; follow Griggs and revisit issue of class counsel in light of conflict; T/C w new counsel re various Clearman issues

11/29/2017 169 A.Kochanowski 5 715 $3,575.00 Review order denying m/judgment; continue work on bringing case up from hibernation and ready for class notice; put together email notice case law and confirm availability of email addresses

11/29/2017 169 A.Kochanowski 0.7 715 $500.50 Review Def’s reply brief m/judgment11/29/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries11/30/2017 169 A.Kochanowski 0.5 715 $357.50 Review Def’s m/reconsideration; look up response rules re same11/30/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries

12/1/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries12/2/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries12/3/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries12/4/2017 605 ICA-1 2.5 135 $337.50 Work on deposition summaries12/7/2017 169 A.Kochanowski 0.3 715 $214.50 Review order denying m/reconsider12/7/2017 169 A.Kochanowski 1.6 715 $1,144.00 Continue class notice issues; review quotes and forward same; T/C re strategy w co-counsel; review witness and evidence lists and

collect all electronic productions and check for accuracy; T/C w Nextpoint and co-counsel12/15/2017 169 A.Kochanowski 3.5 715 $2,502.50 Continue trial review12/16/2017 169 A.Kochanowski 0.7 715 $500.50 Discuss pyramid scheme potential retention with expert re trial12/17/2017 169 A.Kochanowski 6 715 $4,290.00 Re-read various depositions and consolidated financial statements12/27/2017 169 A.Kochanowski 1.4 715 $1,001.00 Review Def’s motion to certify; formulate response thereto

1/4/2018 169 A.Kochanowski 1.5 765 $1,147.50 Def’s motion to certify; response to motion; T/C w co-counsel re same1/4/2018 605 ICA-1 8 135 $1,080.00 Work on deposition summaries1/5/2018 169 A.Kochanowski 2 765 $1,530.00 Work on notice issues; Clearman issues and co-counsel status; response to Def’s motion1/5/2018 190 L.Young 0.7 735 $514.50 Review Plaintiffs' Response and Defendant's Reply to Defendant's Motion to Certify Order for Immediate Appeal


21

Date Tkpr# Tkpr Hours Rate Lodestar Narrative1/5/2018 605 ICA-1 8 136 $1,088.00 Work on deposition summaries1/6/2018 605 ICA-1 8 137 $1,096.00 Work on deposition summaries1/7/2018 605 ICA-1 8 138 $1,104.00 Work on deposition summaries1/8/2018 169 A.Kochanowski 2.4 765 $1,836.00

Review order denying certification; continue analysis of financials and Stream website; discuss issues w/expert; T/C w/co-counsel1/8/2018 169 A.Kochanowski 3 765 $2,295.00 Work on staffing and update 5th circuit and other federal pyramid scheme issues since 20151/8/2018 190 L.Young 0.2 735 $147.00 Review Order Denying Defendant's Motion to Certify Order for Immediate Appeal1/8/2018 190 L.Young 2.3 735 $1,690.50 Edit draft of Plaintiffs' proposed form of class notice; email to AK and S.Rickard outlining suggested changes1/8/2018 190 L.Young 0.2 735 $147.00 Review Order denying Defendant's motion to certify question for immediate appellate review1/8/2018 605 ICA-1 8 139 $1,112.00 Work on deposition summaries1/9/2018 169 A.Kochanowski 4 765 $3,060.00 Trial prep and continue internal database document review; analyze arbitration issues raised by certification order in light of

Griggs decision1/9/2018 605 ICA-1 8 140 $1,120.00 Work on deposition summaries

1/10/2018 190 L.Young 0.7 735 $514.50 Email to S.Rickard attaching FLSA cases were email notice was recently approved and related file analysis and legal research; email to AK re Supreme Court's standing rule that notice be made by the best means practical, which has typically meant first class US mail

1/10/2018 596 S.Rickard 3.8 285 $1,083.00 Research cases to support proposition that class notice can be distributed via email Draft section paragraphs for motion re class notice and email to AK

1/10/2018 605 ICA-1 8 141 $1,128.00 Work on deposition summaries1/11/2018 169 A.Kochanowski 2.6 765 $1,989.00

Review m/compel discovery; review facts; T/C w co-counsel re same; continue Stream research re disappearance of Ignite1/11/2018 190 L.Young 1.3 735 $955.50 Edit draft of Plaintiff's Motion to Compel Discovery for SJ and Trial preparation1/11/2018 605 ICA-1 6.5 142 $923.00 Finish deposition summaries1/12/2018 169 A.Kochanowski 1.8 765 $1,377.00 Revise motions re discovery and notice; various T/C re same1/14/2018 169 A.Kochanowski 1 765 $765.00 Various co-counsel meetings re class cert issues; confer internally w LCY re same1/14/2018 190 L.Young 0.5 735 $367.50 Conference with AK re notice strategy1/15/2018 169 A.Kochanowski 1.5 765 $1,147.50 Revise and file m/approve class notice; work on scheduling issues1/15/2018 190 L.Young 1.9 735 $1,396.50 Edit and revise proposed class notice1/15/2018 190 L.Young 0.7 735 $514.50 Review Clearman's Motion to Approve Form of Class Notice1/17/2018 377 J.Thompson 0.8 685 $548.00 Research list of mediators for AK1/18/2018 169 A.Kochanowski 0.6 765 $459.00 T/C w/ court re scheduling1/18/2018 169 A.Kochanowski 2 765 $1,530.00 Work in connection w/trial; review rep’s depositions1/19/2018 169 A.Kochanowski 4.5 765 $3,442.50 Review Ct order granting/denying discovery issues; continue work on potential trial issues; analyze new database produced by

Defs1/19/2018 190 L.Young 0.1 735 $73.50 Review Order setting August trial date; email to JJT and KJS re same1/19/2018 190 L.Young 5.4 735 $3,969.00 Review Order allowing supplemental discovery for trial; conference with AK re discovery plan and gaps we need to fill; review file

memos and deposition summaries to get up to speed1/23/2018 190 L.Young 0.3 735 $220.50 Conference with S.Rickard re mediator availability and time needed to prepare an adequate mediation statement1/23/2018 596 S.Rickard 3.3 285 $940.50

Call proposed mediators' offices for rates and availability (Alvin Zimmerman, Murray Fogler, Bill Baten, Jeff Kaplan, Layn Phillips, and Gary McGowan) Compile list of mediators, locations, rates, and availability and email to AK and Matt Revise list and circulate to plaintiffs' counsel Get okay from plaintiffs' counsel and circulate list to defense counsel

1/27/2018 169 A.Kochanowski 5.6 545 $3,052.00 Work on proposed trial schedule; review local rules; continue pre-trial checklist work1/27/2018 169 A.Kochanowski 1 765 $765.00 Work relating to reply brief1/30/2018 169 A.Kochanowski 0.5 765 $382.50 Notice issues and cost involved; T/C relating to same1/30/2018 579 D.Ward 0.8 170 $136.00 Draft and e-file Pls' Withdrawal Without Prejudice of Doc 203 (ex-parte motion to remove Clearman)


22


Review Order Granting Plaintiffs' Motion Authorizing Class Notice; email from AK re Defendant's proposed mediation timeline2/2/2018 169 A.Kochanowski 0.3 765 $229.50 Review order granting class issue notice2/2/2018 169 A.Kochanowski 0.5 765 $382.50 T/C w co-counsel re potential settlement2/5/2018 169 A.Kochanowski 1 765 $765.00 Work re potential mediators2/5/2018 190 L.Young 0.8 735 $588.00

Emails to/from AK re Torres settlement issues; follow up meeting with AK to discuss Plaintiffs' initial demand and bottom line2/10/2018 169 A.Kochanowski 3 765 $2,295.00

Continue review financials and analysis in connection with potential mediation; T/C w co-counsel re potential mediators2/10/2018 190 L.Young 3.3 735 $2,425.50 Continue review and analysis of discovery record for pretrial prep and mediation2/11/2018 190 L.Young 2.7 735 $1,984.50 Continue review and analysis of discovery record for pretrial prep and mediation2/12/2018 190 L.Young 4 735 $2,940.00 Continue review and analysis of discovery record for pretrial prep and mediation2/14/2018 190 L.Young 0.1 735 $73.50

Review Stipulation agreeing to correct class notice and extend notice deadlines to permit the parties' to mediate their claims2/15/2018 190 L.Young 0.1 735 $73.50 Review Order granting the parties' stipulation to amend the class notice and notice deadlines2/18/2018 169 A.Kochanowski 3.5 765 $2,677.50 Work on mediation statement2/18/2018 190 L.Young 1.3 735 $955.50 Review outline and working draft of Plaintiffs' mediation statement; conferences with AK re same2/19/2018 169 A.Kochanowski 3.5 765 $2,677.50 T/C w co-counsel re mediation; work on mediation2/19/2018 190 L.Young 0.7 735 $514.50 Review SJ opinion from the Ambit Energy case2/21/2018 190 L.Young 0.3 735 $220.50 File transition meeting with S.Rickard2/22/2018 190 L.Young 0.5 735 $367.50 Conference with AK re settlement options and considerations; follow up call with AK and M.Prebeg re same2/25/2018 169 A.Kochanowski 7 765 $5,355.00 Go to Houston; meet w/ co-counsel re mediation2/26/2018 169 A.Kochanowski 10 765 $7,650.00 Mediation and MOU2/26/2018 190 L.Young 0.1 735 $73.50 Email from AK re mediation progress2/26/2018 190 L.Young 0.7 735 $514.50

Call from AK re mediation and progress and related settlement issues; follow up call with AK and M.Prebeg re Defendant's offered claims made settlement approach; emails to/from AK, JJT and KJS re settlement value and timing of settlement paperwork

2/27/2018 169 A.Kochanowski 4.5 765 $3,442.50 Travel to Detroit from mediation2/27/2018 190 L.Young 0.6 735 $441.00 Review, assemble, and forward copies of the Herbalife settlement papers to M.Prebeg; emails to/from AK and Matt re CAFA

notice requirements and timing2/27/2018 190 L.Young 0.6 735 $441.00 Emails to/from AK, M.Prebeg and J.Burnett re settlement briefing and preliminary approval standards; review High Sulfur Content

Gasoline decision circulated by AK3/2/2018 169 A.Kochanowski 2.7 765 $2,065.50 Obtain settlement agreement draft; work on draft; T/C w co-counsel re same 3/2/2018 169 A.Kochanowski 1.5 765 $1,147.50 Work on settlement agreement and notice; conferences w LCY and co-counsel re same3/2/2018 190 L.Young 0.9 735 $661.50 Conference with AK re settlement terms, timeline and list of unresolved issues; review copy of the parties' term sheet and

settlement outline3/5/2018 169 A.Kochanowski 2 765 $1,530.00 Begin putting together preliminary approval checklist and forms3/6/2018 190 L.Young 2.2 735 $1,617.00 Review and edit Defendant's drafts of the Settlement Agreement, Class Notice and Claim Form; emails to/from co-counsel re

same3/7/2018 190 L.Young 1.6 735 $1,176.00 Call with AK, M.Prebeg and J.Burnett to work through everyone's edits and comments on the draft Settlement Agreement and

Notice3/7/2018 190 L.Young 1.3 735 $955.50

Review and edit revised drafts of the settlement agreement and supporting papers; emails to/from co-counsel re same3/8/2018 190 L.Young 2.9 735 $2,131.50

Conference with AK re settlement paperwork and items which still need to be discussed with defense counsel; edit and revise drafts of the Class Notice and Cash Option Election Form; email to co-counsel detailing remaining issues

3/10/2018 169 A.Kochanowski 2 765 $1,530.00 Continued work on drafts of agreement


23

Date Tkpr# Tkpr Hours Rate Lodestar Narrative3/10/2018 190 L.Young 1.1 735 $808.50 Further review and editing of settlement paperwork; review redlined changes proposed by Clearman and defense counsel; emails

to/from AK, M.Prebeg and R.Burnett re same3/12/2018 190 L.Young 4.3 735 $3,160.50 Research 5th Circuit class settlement and notice standards3/15/2018 169 A.Kochanowski 2 765 $1,530.00 Review and draft settlement agreement3/15/2018 190 L.Young 0.2 735 $147.00 Review string of Clearman threats and rants; emails to/from AK re joint vs separate fee petitions3/18/2018 169 A.Kochanowski 4 765 $3,060.00 Deal with co-counsel drafts; T/C re same; revise and research 5th Circuit reasonableness standards3/20/2018 169 A.Kochanowski 2.5 765 $1,912.50 Continue settlement drafting3/20/2018 169 A.Kochanowski 6 765 $4,590.00 Research re Clearman suggestions and draft motion re same3/20/2018 190 L.Young 1.7 735 $1,249.50 Continue 5th Circuit research on settlement criteria and approval process; email to AK with relevant sections of Newberg along

with copies of the key 5th Circuit cases3/21/2018 169 A.Kochanowski 1 765 $765.00 T/C re settlement3/21/2018 169 A.Kochanowski 3 765 $2,295.00 Work in connection w/settlement drafts 3/21/2018 190 L.Young 2.1 735 $1,543.50 Continue work on drafts of the settlement paperwork and related legal research and PACER review3/22/2018 190 L.Young 1.4 735 $1,029.00 Conference with AK Clearman's edits to the draft settlement agreement and retention of Paul Taylor to help value the settlement;

review Taylor's previous expert/damages report3/26/2018 169 A.Kochanowski 1.5 765 $1,147.50 Work revising settlement agreement, joint motion to approve3/27/2018 169 A.Kochanowski 0.8 765 $612.00 Receipt approval; T/C with co-counsel re next steps3/28/2018 190 L.Young 1.3 735 $955.50 Review Defendant's edits and changes to the latest draft of the Settlement Agreement, Notice and Election Form; meeting with

AK to discuss defense counsels' changes and their definition of "Defendants" vs "Released Parties" and their proposed non-release penalty clause

3/30/2018 169 A.Kochanowski 2.4 765 $1,836.00 Receipt Clearman motion re Georgia; research re same and status of approval as impacted by Georgia issue; check status of Griggs in COA

3/30/2018 190 L.Young 0.7 735 $514.50 Conference with AK and JJT re fee petition process and standards; follow up emails to/from co-counsel re same and whether to file one or separate coordinated petitions

3/30/2018 377 J.Thompson 0.7 735 $514.50 Review emails and discuss fee petition issues with LY and AK4/2/2018 190 L.Young 1.3 735 $955.50 Meeting with AK re Clearman's edits to draft settlement agreement and related preliminary approval issues; review redlined

settlement agreement with Scott's proposed edits4/3/2018 190 L.Young 0.5 735 $367.50 Conference with AK re preliminary approval issues and status of Paul Taylor's settlement valuation report4/9/2018 190 L.Young 0.6 735 $441.00

Conference with AK and JJT re Clearman's fee posturing and whether it presents a conflict that we need to raise with the Court4/9/2018 377 J.Thompson 0.6 735 $441.00 Conference with AK and LCY re Clearman's fee posturing

4/10/2018 190 L.Young 0.3 735 $220.50 Emails to/from co-counsel re potential bankrupT/Cy issues and revised language for the settlement agreement to protect against the possibility of same

4/11/2018 190 L.Young 2.4 735 $1,764.00 Work on drafts of the settlement agreement, notice and exclusion form and incorporate changes from co-counsel and defense counsel; conferences with AK and M.Prebeg re preliminary approval issues; email to A.LeGrand attaching plaintiffs' collective final edits to settlement papers

4/11/2018 190 L.Young 1.3 735 $955.50 Begin PACER review for 5th Cir RICO preliminary approval motions and orders4/12/2018 169 A.Kochanowski 2 765 $1,530.00 Revise various parts settlement agreement; T/C w co-counsel re same; emails to associate counsel re fees; review and revise

Clearman modifications4/14/2018 169 A.Kochanowski 1 765 $765.00 Revise settlement agreement; T/C w opposing counsel4/16/2018 169 A.Kochanowski 1 765 $765.00 Re-draft agreement; emails re same; Clearman changes unacceptable4/16/2018 190 L.Young 1.4 735 $1,029.00 Review defense counsel's edits to the settlement agreement and supporting papers; call to AK to discuss same4/16/2018 190 L.Young 7 735 $5,145.00 Outline issues and begin work on Plaintiffs' Motion for preliminary approval of the Settlement; begin researching SD Tex and 5th

Circuit approval standards4/17/2018 190 L.Young 5.3 735 $3,895.50

Continue work on initial draft of Plaintiffs' Motion for preliminary approval of the Settlement; download and incorporate holdings from the Court's and Fifth Circuit's previous class certification decisions; emails to/from co-counsel re preliminary approval issues


24

Date Tkpr# Tkpr Hours Rate Lodestar Narrative4/18/2018 169 A.Kochanowski 1 765 $765.00 Continue dealing with Clearman modifications to agreement4/19/2018 190 L.Young 0.5 735 $367.50 Conference with AK re status of Taylor's settlement valuation analysis and general defense of the settlement approach for the

preliminary approval motion and oral argument4/19/2018 190 L.Young 1.3 735 $955.50

Review and respond to S.Clearman's edits to the draft notice, preliminary approval order, election form and posT/Card4/19/2018 190 L.Young 0.4 735 $294.00

Review S.Clearman's edits to the draft final approval order and add J.Burnett's edits before sending to defense counsel4/19/2018 190 L.Young 0.3 735 $220.50 Emails to/from S.Clearman re his proposed language for the preliminary approval order "preliminarily granting" the fee amount;

review orders from Clearman in his previous Dimery and Walmart cases4/26/2018 190 L.Young 0.7 735 $514.50 Review S.Clearman's motion for leave to send notice to the Georgia opt outs; emails to/from defense counsel, AK and M.Prebeg

re the class' position re same4/30/2018 190 L.Young 0.4 735 $294.00 Edit draft of class counsel's response to Clearman's motion for notice to Georgia residents4/30/2018 190 L.Young 0.2 735 $147.00 Emails to/from M.Prebeg re Georgia class and related American Pipe tolling issues4/30/2018 584 D.Nichols 0.1 170 $17.00 E-mail from/to AK re filing of response to motion re notice to Georgians

5/1/2018 169 A.Kochanowski 1 765 $765.00 Draft response to Clearman Georgia motion5/1/2018 584 D.Nichols 0.6 170 $102.00 E-mail to/from AK re version to use for filing response to motion re notice to Georgians; finalize and format Response and e-file

with Court5/2/2018 169 A.Kochanowski 2.5 765 $1,912.50 T/C with co-counsel re Georgia; research law raised by alleged settlement5/4/2018 169 A.Kochanowski 1 765 $765.00 Receipt order from court re Clearman motion; T/C w opposing counsel re alleged agreement reached w/Clearman5/4/2018 190 L.Young 0.7 735 $514.50 Emails to/from M.Prebeg re limits of American Pipe tolling following decertification or denial of class certification; review cases

found by Matt's office5/6/2018 169 A.Kochanowski 1 765 $765.00 Continue research re issues raised by Georgia settlement; T/C and in-house confer re same5/7/2018 190 L.Young 1.4 735 $1,029.00

Review changes to the settlement documentation unilaterally made by Clearman and defense counsel; emails to/from co-counsel re potential issues with their inclusion of GA residents in the settlement after the Judge denied Clearman's motion to provide notice to these residents; review M.Prebeg's summary of their changes; conference with Matt re arbitration clause edits and extension of the timeline proposed by Clearman and defense counsel; edit draft of Matt's response to defense counsel

5/10/2018 190 L.Young 0.9 735 $661.50Review email chain discussing Clearman/GA settlement issues; call from AK re same and whether we should file a motion to raise the issue with Judge Hoyt; follow up conference call with M.Prebeg and AK re pros and cons of each approach

5/12/2018 169 A.Kochanowski 1.2 765 $918.00 Revise new agreement; discuss mediator to approve Georgia issues5/13/2018 169 A.Kochanowski 1 765 $765.00 Work re settlement and revisions to various appendixes5/14/2018 169 A.Kochanowski 2 765 $1,530.00 Work with Plante Moran re numbers for affidavit5/14/2018 190 L.Young 0.5 735 $367.50 Conference with AK re standing and jurisdictional concerns wrt to the inclusion of GA residents in the Settlement5/15/2018 190 L.Young 0.6 735 $441.00

Review AK's edits to the draft Settlement Agreement addressing GA add-on class; emails to/from co-counsel re same5/18/2018 190 L.Young 0.3 735 $220.50 Emails to/from co-counsel and R.Walters re GA settlement issues5/20/2018 169 A.Kochanowski 2 765 $1,530.00 Work re motion to approve; T/C/ with co-counsel re same; emails to co-counsel and clean up work re settlement5/21/2018 169 A.Kochanowski 0.4 765 $306.00 T/C with opposing counsel re settlement5/21/2018 190 L.Young 0.3 735 $220.50 Review AK's Georgia edits to the working draft of the settlement agreement; emails to/from co-counsel re same5/29/2018 190 L.Young 1.3 735 $955.50 Review further revised draft of the Settlement Agreement and related exhibits; emails to/from AK and J.Burnett re appeal issues

and timeframes6/4/2018 169 A.Kochanowski 0.5 765 $382.50 Emails re settlement

6/11/2018 190 L.Young 1.1 735 $808.50 Review M.Prebeg's edits to draft of the preliminary approval motion; review and edit draft of the accompanying supporting class counsel declaration; conference with AK re format and substance of P.Taylor's analysis

6/11/2018 190 L.Young 0.3 735 $220.50 Edit draft of Paul Taylor's expert declaration in support of the settlement


25


Review AK edits to preliminary approval motion and supporting declaration; emails to/from co-counsel re Taylor analysis6/15/2018 169 A.Kochanowski 1 765 $765.00 Revisions and review to new set of documents6/18/2018 169 A.Kochanowski 2 765 $1,530.00 Compare new agreement to old; work on motion to approve; deal with Clearman changes; emails re same6/18/2018 190 L.Young 1.3 735 $955.50 Incorporate edits from defense counsel into preliminary approval motion and draft of Paul Taylor's declaration; conference with

DAN re filing issues; emails to/from AK, M.Prebeg and S.Clearman re final brief edits and status of client signatures on the Settlement Agreement

6/18/2018 190 L.Young 0.4 735 $294.00 Review final draft of class counsel's supporting declaration for filing with the preliminary approval motion; emails to/from M.Prebeg re same

6/18/2018 190 L.Young 0.5 735 $367.50 Edit revised draft of Paul Taylor's declaration; emails to/from DAN re finalization of same6/18/2018 584 D.Nichols 0.5 170 $85.00 E-mail from/to AK re edits to Taylor Declaration, make edits and forward to Paul Taylor E-mails from LCY, co-counsel re further

edits requested by defense counsel6/19/2018 169 A.Kochanowski 3.5 765 $2,677.50 Draft affidavit; work with Paul Taylor re same6/20/2018 169 A.Kochanowski 2 765 $1,530.00 Revise motion for approval; work with expert re affidavit6/20/2018 190 L.Young 0.9 735 $661.50 Conference with AK re preliminary approval order issues and S.Clearman's proposed preliminary approval motion and approach;

emails to/from J.Burnett and M.Prebeg re filing considerations; emails to/from AK and defense counsel re whether to use the Taylor affidavit in support of the settlement or just the fee petition; work with DAN to finalize the preliminary approval filing and supporting exhibits

6/20/2018 584 D.Nichols 0.1 170 $17.00 Discussion with LCY re finalizing preliminary approval motion and supporting exhibits6/20/2018 584 D.Nichols 2 170 $340.00 E-mail from AK re final approval motion, office conference re same; finalize and format brief6/21/2018 190 L.Young 1.1 735 $808.50 Review revised draft of the preliminary approval motion incorporating S.Clearman's changes; emails to/from AK re same; review

AK's email to defense counsel expressing concern over Clearman's attempt to gloss over the inclusion of the GA IA's in the Settlement; follow up discussion with DAN re filing issues

6/21/2018 584 D.Nichols 0.1 170 $17.00 Discussion with LCY re filing issues6/22/2018 190 L.Young 0.7 735 $514.50 Meeting with DAN to finalize Plaintiffs' Motion for Preliminary Approval of the Settlement and select the correct/final versions of

each exhibit6/22/2018 584 D.Nichols 1.9 170 $323.00 Discussion with LCY re status of filing motion for preliminary approval E-mails from/to AK; format and finalize memorandum,

exhibits and proposed order; e-file same6/23/2018 169 A.Kochanowski 2.5 765 $1,912.50 Finalize everything for filing; various emails and conferences6/27/2018 190 L.Young 0.3 735 $220.50 Conference with AK re preliminary approval hearing issues6/28/2018 190 L.Young 0.4 735 $294.00 Review Order preliminarily approving the settlement; emails to/from co-counsel re timing of everyone's fee petition filings and

agenda and coverage for the final approval hearing; work with DAN to add the settlement calendar to everyone's Outlook calendar

6/28/2018 584 D.Nichols 0.1 170 $17.00 Discussion with LCY re settlement and calendar6/29/2018 190 L.Young 0.8 735 $588.00 Pull copies of recent fee motions and decisions in cases involving $30-50M class settlements; email to co-counsel proposing

separate petitions rather than one omnibus filing7/9/2018 190 L.Young 0.3 735 $220.50

Review email from S.Clearman requesting a meet and confer to discuss fee and cost reimbursement; conference with AK re same TOTALS 2,672.50 $461.81 $1,234,175.50


Exhibit A-2(b)


1

Juan Torres & Eugene Robison v. Stream-Ignite Sommers Schwartz, PCCase No. 4:09-cv-2056 One Towne Square, Suite 1700 Southfield, MI 48076

HOURS

Date Tkpr# Tkpr Hours Rate Lodestar Narrative12/5/2012 188 K.Taylor 0.1 400 $40.00 Review correspondence from DLW re pro hac admission in Torres case 12/7/2012 188 K.Taylor 0.1 400 $40.00 Correspond with AK re update of pyramid scheme research in Texas, Pennsylvania, Georgia and Maryland12/7/2012 579 D.Ward 1 150 $150.00 Prepare AK, LRM & KHM Motions and order for pro hac admission

12/10/2012 169 A.Kochanowski 5 765 $3,825.00Review new case materials, research pyramid cases; examine materials from IGI matter re experts; review filings to familiarize

12/10/2012 188 K.Taylor 7.8 400 $3,120.00 Review Torres file Save down CFR in Torres file per AK’s instructions Review and save down Amended Class Action Settlement Agreement, Second Amended Complaint, and Motion for Award of Attorneys’ Fees, Expenses & Incentive Compensation from the Quixtar litigation per AK’s instructions Update pyramid scheme research in Texas, Pennsylvania, Georgia and Maryland per AK’s instructions Correspond with AK re same

12/12/2012 188 K.Taylor 0.1 400 $40.00 Review correspondence from DLW re pro hac admissions in Torres case 12/12/2012 350 L.Mikalonis 3.5 425 $1,487.50 Review of file12/14/2012 169 A.Kochanowski 6 765 $4,590.00 Continue review pleadings and defendant index; obtain materials from Brent Caldwell; discussions internally re same; begin

contact with vendors re storage of electronic data; review discovery responses; discuss with Krista H; motion pro hac and materials

12/16/2012 169 A.Kochanowski 3.6 765 $2,754.00 Prepare preliminary materials re future direction of case; t/c/ with Brent Caldwell12/17/2012 169 A.Kochanowski 4.5 765 $3,442.50 Review protective order; quick review electronic materials12/19/2012 169 A.Kochanowski 8.5 765 $6,502.50

Receive orders re pro hac; continue electronic document review; review transcripts of deps; discussions with vendors re database; download and watch various videos from youtube re defendants to understand allegations in complaint

12/19/2012 188 K.Taylor 0.1 400 $40.00 Review correspondence from DLW re pro hac admission in Torres case 12/19/2012 350 L.Mikalonis 2.5 425 $1,062.50 Review of pleadings and file materials12/20/2012 169 A.Kochanowski 6.5 765 $4,972.50 Continue prep of materials to give to database vendor; cull out financials; Holliday and Anderson deps review12/20/2012 350 L.Mikalonis 0.5 425 $212.50 Conference w/ AK and KMH re status and strategy

1/4/2013 169 A.Kochanowski 8.5 765 $6,502.50 Review of case materials/review case law/documents/confer re co-counsel role1/7/2013 169 A.Kochanowski 8 765 $6,120.00 Review of case materials/review case law/documents/confer re co-counsel role1/8/2013 169 A.Kochanowski 8 765 $6,120.00 Review of case materials/review case law/documents/confer re co-counsel role




1/21/2013 169 A.Kochanowski 8 765 $6,120.00 Review 5th Cir opinion; set up database; review defendant’s initial production1/22/2013 169 A.Kochanowski 8 765 $6,120.00 Set up 120,000 page document DB/review certain searches/undertake research re Stream vendor and DB1/23/2013 169 A.Kochanowski 8 765 $6,120.00

T/C’s re DB/T/C’s re prior research and work/T/C’s re expert work/research Quickstar settlement/research 5th Cir RICO1/24/2013 169 A.Kochanowski 8.6 765 $6,579.00

T/C’s re DB/T/C’s re prior research and work; T/C’s re expert work/research Quickstar settlement; research 5th Cir RICO1/25/2013 169 A.Kochanowski 9 765 $6,885.00 Review def’s production and Excel productions/review videos1/28/2013 169 A.Kochanowski 8.5 765 $6,502.50 Review def’s production and Excel productions/review videos1/29/2013 169 A.Kochanowski 8.6 765 $6,579.00 Review def’s production and Excel productions/review videos


2

Date Tkpr# Tkpr Hours Rate Lodestar Narrative1/30/2013 169 A.Kochanowski 9 765 $6,885.00




Review def’s documents/confer re scheduling/review video/review and analyze Excel spreadsheets/map out strategy2/6/2013 387 T.Ellis 1.5 265 $397.50 Review complaint2/7/2013 169 A.Kochanowski 8 765 $6,120.00

Research class issues 5th Cir; work re vendor re DB; T/C with var proposed witnesses; T/C A Funke; T/C Jane Wynne re DSA2/8/2013 169 A.Kochanowski 8 765 $6,120.00 Work re scheduling deps/work up dep list/begin witness notebooks review records





2/15/2013 188 K.Taylor 0.1 400 $40.00 Review correspondence from Beverly Congdon attaching letter from John Guild re production of bates STREAM0220572-STREAM0506124

2/15/2013 387 T.Ellis 1.5 265 $397.50 Meet with AK to go over project and software Review memos2/20/2013 169 A.Kochanowski 2 765 $1,530.00 Scheduling issues/T/C re same2/21/2013 169 A.Kochanowski 8 765 $6,120.00 Travel to Texas re meeting/analyze financials/T/C Burnett eT/C2/22/2013 169 A.Kochanowski 8 765 $6,120.00 Travel to Texas re meeting/analyze financials/T/C Burnett eT/C2/25/2013 169 A.Kochanowski 8 765 $6,120.00 Work on RICO strategy/research/witness research/read P Swagerty book/read FT/C ops2/27/2013 169 A.Kochanowski 6 765 $4,590.00 E-folder population

3/1/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Motion for Ellis to Appear Pro Hac Vice in Torres 3/3/2013 387 T.Ellis 1 265 $265.00 Reviewed documents in relativity database3/4/2013 188 K.Taylor 0.1 400 $40.00 Review Order Granting Motion to Appear Pro Hac Vice in Torres (Dkt 87) 3/4/2013 387 T.Ellis 1 265 $265.00 Meet with AK about next steps in case, document review, reviewed the database 3/5/2013 387 T.Ellis 1 265 $265.00 Review database to find information on third party deponents3/5/2013 387 T.Ellis 1 265 $265.00 Search for info on third parties for notices, subpoenas, e-mails with AK, Houston firm3/5/2013 387 T.Ellis 1.5 265 $397.50 Research on third party deponents3/6/2013 169 A.Kochanowski 8 765 $6,120.00 Notice depositions/video retrieval/research re convention speeches/ eT/C3/6/2013 387 T.Ellis 0.6 265 $159.00 Document review3/6/2013 387 T.Ellis 0.8 265 $212.00 E-mailed AK, Houston re: notices and deposition dates, prepared dep notices3/6/2013 387 T.Ellis 3 265 $795.00 Draft Notices, subpoenas for non-party deponents3/7/2013 387 T.Ellis 0.8 265 $212.00 Conversation with AK, D Ward re: discovery, notices, subpoenas, research court reporters, e-mails to Houston3/8/2013 169 A.Kochanowski 8 765 $6,120.00

E-folder population, second tranche documents; Constellation issues; work on corporate ownership and relationship issues3/8/2013 387 T.Ellis 0.3 265 $79.50 Read e-mail exchange re: discovery issues

3/11/2013 169 A.Kochanowski 7 765 $5,355.00 Work with proposed experts re database eT/C3/11/2013 387 T.Ellis 0.3 265 $79.50 Meet with Andy re: additional subpoenas3/11/2013 387 T.Ellis 1.3 265 $344.50 Drafted subpoenas3/12/2013 387 T.Ellis 0.5 265 $132.50 Revised subpoenas, locate court reporting service


3

Date Tkpr# Tkpr Hours Rate Lodestar Narrative3/13/2013 169 A.Kochanowski 3 765 $2,295.00 Work on DPI material; subpoena; subpoenas to third parties3/16/2013 169 A.Kochanowski 8 765 $6,120.00 T/C with DPI; work on e-folder population for depositions; confer w/co-counsel; case organization3/17/2013 387 T.Ellis 4.8 265 $1,272.00 E-mails with AK, co-counsel, calls to co-counsel, research re: proof issues and FRCP 26(b)(5)(B)3/17/2013 387 T.Ellis 2 265 $530.00 Document review re: spouse Defendants3/18/2013 387 T.Ellis 1 265 $265.00 Updated case research re: FRCP 26(b)(5)(B)3/18/2013 387 T.Ellis 0.5 265 $132.50 E-mails to Andy, co-counsel3/19/2013 169 A.Kochanowski 7 765 $5,355.00 T/C w/co-counsel; T/C DPI; T/C experts; work on dep Prep; second tranche documents3/19/2013 387 T.Ellis 1.1 265 $291.50 Meet with Andy re: depositions, reviewed relativity tutorials to figure out how to baT/Ch print to PDF3/20/2013 169 A.Kochanowski 8 765 $6,120.00 Dep prep M Tacker/Flores3/20/2013 188 K.Taylor 9.3 400 $3,720.00 Begin drafting/editing Plaintiffs’ Opposed Motion to Extend Case Schedule Dates Correspond with AK re same Review

correspondence from Beverly Congdon attaching letter from John Guild re Defendants’ document production STREAM0506125-0557027

3/20/2013 387 T.Ellis 3 265 $795.00 Downloaded documents in preparation for depositions3/20/2013 387 T.Ellis 1 265 $265.00 Downloaded documents in preparation for deposition3/21/2013 188 K.Taylor 15.5 400 $6,200.00 Finish drafting/editing Plaintiffs’ Opposed Motion to Extend Case Schedule Dates Send same to AK for review, comment &

correction 3/21/2013 387 T.Ellis 0.5 265 $132.50 Meet with Andy re: Document review and depositions3/21/2013 387 T.Ellis 0.3 265 $79.50 Explain to DLW procedure to print documents though relativity in prep for depositions3/21/2013 387 T.Ellis 0.3 265 $79.50 Sorting documents in prep for depositions3/25/2013 169 A.Kochanowski 12 765 $9,180.00 T/C w/ co-counsel re DB; work on IA numbers from available Excel data; review r/admit previously produced; travel to Dallas; prep

for M.Tacker; DPI meeting3/25/2013 188 K.Taylor 0.1 400 $40.00 Review correspondence from John Guild re Defendants’ document production STREAM0557067-06273463/25/2013 387 T.Ellis 0.3 265 $79.50 Conversation with AK, DW re: depositions, plans for case3/26/2013 169 A.Kochanowski 10 765 $7,650.00 Dep prep3/26/2013 188 K.Taylor 0.3 400 $120.00

Review correspondence from SC to John Guild inquiring whether: 1) the 70,279-pg production is Defendants’ last production of responsive documents, and 2) when Plaintiffs should expect to receive information as to which of the 61 Defendants produced each document Review return correspondence from John Guild Review Order for Expedited Response

3/26/2013 387 T.Ellis 0.5 265 $132.50 Document review RE: consolidated financial income statements, eT/C 3/27/2013 169 A.Kochanowski 12 765 $9,180.00 Take M Tacker dep; prep for Flores3/27/2013 387 T.Ellis 1.5 265 $397.50 Document review3/27/2013 387 T.Ellis 2.3 265 $609.50 Document review, and organization for deposition books (consolidated financials)3/28/2013 169 A.Kochanowski 12 765 $9,180.00 Take Flores dep; travel to Detroit3/28/2013 387 T.Ellis 0.3 265 $79.50 E-mails re: document review3/30/2013 387 T.Ellis 1.5 265 $397.50 Document review, respond to e-mails

4/1/2013 169 A.Kochanowski 6 765 $4,590.00 Meet w/ PM; continue dep prep; T/C re press inquiry4/1/2013 387 T.Ellis 3 265 $795.00

Looked up FT/C complaint; reviewed/saved documents on scamcom / realscamcom in advance of depositions; discussion with AK about case/depositions; researched TX FOI process; locate docket for Stream licensing application

4/1/2013 387 T.Ellis 0.8 265 $212.00 Locate compensation plans for FT/C v Fortune Hi-Tech Marketing, compared with Torres plans4/2/2013 169 A.Kochanowski 9 765 $6,885.00 Prep for Domhoff dep; review new tranches docs; review videos4/2/2013 188 K.Taylor 0.1 400 $40.00 Review correspondence from Liz Bell attaching letter from John Guild re Defendants’ document production STREAM0627347-

STREAM0627436 4/2/2013 387 T.Ellis 2 265 $530.00 Searched for documents, discussion with AK, downloaded videos4/2/2013 387 T.Ellis 1.5 265 $397.50 Searched and downloaded videos in advance of depositions4/3/2013 169 A.Kochanowski 10 765 $7,650.00 Travel Dallas; dep prep; meetings re strategy4/3/2013 387 T.Ellis 1 265 $265.00 Discussion with AK re: dep prep, reviewed videos


4

Date Tkpr# Tkpr Hours Rate Lodestar Narrative4/3/2013 387 T.Ellis 1 265 $265.00 Reviewed videos, Stream's licensing process4/3/2013 387 T.Ellis 1.3 265 $344.50 Reviewed and analyzed spreadsheets in preparation for depositions4/4/2013 169 A.Kochanowski 8 765 $6,120.00 DPI issues; T/C w/experts; meet Wilson and discuss matters; confer w/ co-counsel4/4/2013 387 T.Ellis 10 265 $2,650.00 Travel to Dallas, review exhibit books, meeting with AK/SC; prepare materials4/5/2013 169 A.Kochanowski 10 765 $7,650.00 Domhoff dep4/5/2013 387 T.Ellis 11 265 $2,915.00 Attendance at Chris Domhoff Deposition4/6/2013 169 A.Kochanowski 4 765 $3,060.00 Travel to Detroit4/6/2013 387 T.Ellis 5 265 $1,325.00 Travel for Chris Domhoff Deposition4/8/2013 169 A.Kochanowski 5 765 $3,825.00 Meet w/ E.Conforti re DPI DB requests; work on new docs4/8/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Order granting Joint Stipulation To Extend Case Schedule Dates in Torres v SGE Mgmt, et al

4/10/2013 387 T.Ellis 3.5 265 $927.50 Read and analyzed FT/C case for damage model; conference call with AK, MP, SC, BC4/11/2013 387 T.Ellis 1 265 $265.00 E-mails, meet with Andy about the case4/12/2013 169 A.Kochanowski 1 765 $765.00 T/C w/ co-counsel4/12/2013 188 K.Taylor 0.1 400 $40.00 Review correspondence from Beverly Congdon attaching a letter from John Guild re Defendants’ document production

STREAM0637839-STREAM0677337 4/12/2013 387 T.Ellis 2.3 265 $609.50 Searches on spouse Defendants4/13/2013 387 T.Ellis 1 265 $265.00 Research on spouse defendants4/15/2013 387 T.Ellis 4 265 $1,060.00 Analyzed spouse roles4/16/2013 377 J.Thompson 0.5 735 $367.50 Discuss class certification survey issues with AK4/16/2013 387 T.Ellis 4.3 265 $1,139.50 Research on spouse D's4/16/2013 387 T.Ellis 1.5 265 $397.50 Research on Spouse D's4/17/2013 387 T.Ellis 2 265 $530.00 Defendant Research4/17/2013 387 T.Ellis 1.8 265 $477.00 Defendant Research4/17/2013 387 T.Ellis 2 265 $530.00

Conversation with AK; phone call with Scott Clearman re: defendant dismissals, authenticating documents; follow up e-mails4/18/2013 387 T.Ellis 1 265 $265.00 Meet with AK re: authentication, e-mails, searches, final baT/Ch of Def's production4/19/2013 387 T.Ellis 1 265 $265.00 Searched for corporate records on Coldan4/19/2013 387 T.Ellis 1.5 265 $397.50 Talked to Brent re: document review Research on Coldan Group4/22/2013 169 A.Kochanowski 8 765 $6,120.00 Prep for new depos; review RICO case law 5th Cir; review certain class action issues4/22/2013 387 T.Ellis 0.5 265 $132.50 E-mails to SC, BC4/22/2013 387 T.Ellis 0.5 265 $132.50 Confirmed upcoming deposition dates4/22/2013 387 T.Ellis 1.3 265 $344.50 Drafted Subpoenas for Coldan, Jordan Witt Searched for info on Jordan Witt4/23/2013 169 A.Kochanowski 7 765 $5,355.00 Work on docs recently produced4/24/2013 169 A.Kochanowski 7 765 $5,355.00 Work on docs; T/C/ w/ experts/ administrative issues4/24/2013 387 T.Ellis 0.5 265 $132.50 Conversation with AK, SC re: deps; e-mails; review Brent's coding suggestions4/24/2013 387 T.Ellis 0.8 265 $212.00 E-mails, conference call with AK, BC, SC4/25/2013 169 A.Kochanowski 4 765 $3,060.00 Dep prep; review Hedge documents and videos; revise response to m/protective order, sanctions4/25/2013 387 T.Ellis 0.3 265 $79.50 Draft e-mails re scheduling4/26/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Motion For Protective Order, Motion For Sanctions 4/26/2013 387 T.Ellis 0.5 265 $132.50 Reviewed dep notices, emails4/30/2013 169 A.Kochanowski 7 765 $5,355.00 Dep prep Stout, Lucia4/30/2013 188 K.Taylor 0.1 400 $40.00 Review correspondence from DLW to counsel attaching subpoenas currently out for service to: (1) Jordan Witt and (2) Coldan

Enterprises, Ltd Review ECFs re: (1) Order For Expedited Response; (2) Notice Of Setting As To [92] Motion For Protective Order And Motion For Sanctions; and (3) Opposed Emergency Motion

4/30/2013 387 T.Ellis 1 265 $265.00 E-mails, discussion with AK about case, travel arrangements5/1/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Dkt 995/2/2013 169 A.Kochanowski 9 765 $6,885.00 Prepare Snyder materials; e-folders work w/ new tranche docs produced; integrate with older searches


5

Date Tkpr# Tkpr Hours Rate Lodestar Narrative5/2/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Dkt 1005/3/2013 169 A.Kochanowski 9 765 $6,885.00 Continue Snyder and Smith; review pleadings; review Torres/Robison materials5/4/2013 169 A.Kochanowski 8 765 $6,120.00 Prepare Snyder docs5/6/2013 169 A.Kochanowski 12 765 $9,180.00 Prepare Snyder docs; Smith docs; travel Dallas5/7/2013 169 A.Kochanowski 9 765 $6,885.00 Smith dep; prep Snyder5/7/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Dkt 101 Review correspondence from Wiebel attaching letter from Guild re production of STREAM0696670-

0696683 5/7/2013 387 T.Ellis 14 265 $3,710.00 Travel to Dallas for deposition, dep prep for following day's dep5/8/2013 169 A.Kochanowski 12 765 $9,180.00 Snyder dep attend; travel Detroit5/8/2013 387 T.Ellis 16 265 $4,240.00 Rob Snyder dep, prep, follow up, travel5/9/2013 169 A.Kochanowski 1 765 $765.00 T/C re Robison5/9/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Dkt 102 (Response in Opposition to Opposed Emergency Motion) Review ECF re Dkt 103 (Proposed Order Denying

Plaintiff’s Emergency Motion for Leave to Take the Deposition of Paul Carmona) 5/9/2013 387 T.Ellis 0.5 265 $132.50 E-mails, travel plans

5/10/2013 169 A.Kochanowski 9 765 $6,885.00 Revise answer to motion sanctions; review materials for additional deps Witt/Swagerty5/10/2013 188 K.Taylor 0.1 400 $40.00 Review ECFs re Dkts 104 & 1055/10/2013 387 T.Ellis 5.5 265 $1,457.50

Meet with Andy, reviewed motion, reviewed and organized documents in prep for depositions the following week5/12/2013 169 A.Kochanowski 10 765 $7,650.00 Prep Witt; travel to Dallas5/13/2013 169 A.Kochanowski 9 765 $6,885.00 Prep for Witt; Swagerty5/13/2013 387 T.Ellis 12 265 $3,180.00 Travel, Doug Witt dep, prep for following day's dep5/14/2013 169 A.Kochanowski 10 765 $7,650.00 Witt dep5/14/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Order denying Defendant’s Motion for Protective Order and Motion for Sanctions Review ECF re Order denying

Motion for Emergency Leave to take Deposition of Paul Carmona 5/14/2013 387 T.Ellis 7 265 $1,855.00 Travel, review production, prep for Doug Witt Dep5/15/2013 169 A.Kochanowski 12 765 $9,180.00 Swagerty dep; travel Detroit5/16/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Proposed Order Denying Defendants’ Emergency Motion to Quash Deposition of Paul Carmona & For Protective

Order 5/16/2013 387 T.Ellis 1.5 265 $397.50 Reviewed file to determine which D's to add/drop, begin draft of motion5/17/2013 387 T.Ellis 3 265 $795.00 Draft motion to add/dismiss defendants, e-mails with Denise re: subpoenas, conversation with AK re: depos, e-mail to co- and

opposing counsel5/20/2013 169 A.Kochanowski 8 765 $6,120.00 Prepare outline for SGE 30b6; assemble docs5/20/2013 188 K.Taylor 0.1 400 $40.00 Review ECFs re Dkts 109 & 110 5/20/2013 387 T.Ellis 2 265 $530.00 E-mails re: Motion to add/dismiss; revised motion5/20/2013 387 T.Ellis 1 265 $265.00 Reviewed revised motion, communication with Brent5/20/2013 579 D.Ward 2.5 150 $375.00 Format, code brief, and e-file Pls' motion to add additional Defs and dismiss others w/op prejudice5/21/2013 169 A.Kochanowski 8 765 $6,120.00 Prepare outline for SGE 30b6; assemble docs5/21/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Order: (1) denying Plaintiffs’ Motion to file an Amended Complaint that adds as defendants: Coldan Enterprises,

Ltd, BGCI, LLC, Barbara Witt, The Jorlin Group, Jordan Witt and CC Enterprises; but (2) granting Plaintiffs’ Motion to dismiss Defendants Susan Anderson, Shelba Yancy, Sue Ledbetter and Beth Lucia

5/21/2013 387 T.Ellis 1 265 $265.00 Reviewed order, objections5/24/2013 169 A.Kochanowski 7 765 $5,355.00 T/C w/ co-counsel; work on depo assembly, expert work5/24/2013 387 T.Ellis 0.8 265 $212.00 Draft e-mails re scheduling5/28/2013 169 A.Kochanowski 9 765 $6,885.00 Work on expert materials; T/C/ w/ co-counsel; administrative5/28/2013 387 T.Ellis 1.2 265 $318.00 Torres conference call with AK, TX firm5/28/2013 387 T.Ellis 1.3 265 $344.50 Review depositions and organize expert materials5/29/2013 169 A.Kochanowski 9 765 $6,885.00 Expert materials assembly; expert report topics; DPI DB issues and requests


6

Date Tkpr# Tkpr Hours Rate Lodestar Narrative5/29/2013 188 K.Taylor 5 400 $2,000.00 Participate in interoffice conferences with AK and TRE re deposition summaries Review Complaint Begin preparing summary of

Flores’ 2-28-13 deposition5/29/2013 387 T.Ellis 0.8 265 $212.00 Talked to Andy re: expert materials, talked to DW re: expert materials, reviewed e-mails, organized materials5/29/2013 387 T.Ellis 2.5 265 $662.50 Review materials and organize for experts5/30/2013 169 A.Kochanowski 8 765 $6,120.00 Expert materials assembly; expert report topics; DPI DB issues and requests5/30/2013 188 K.Taylor 20 400 $8,000.00 Finish preparing summary of Flores’ 2-28-13 deposition Send same to AK and TRE Correspond with AK and TRE re due date for

remaining deposition summaries Begin preparing summary of Smith's 5-7-13 deposition 5/31/2013 169 A.Kochanowski 7 765 $5,355.00 Expert materials assembly; expert report topics; DPI DB issues and requests5/31/2013 188 K.Taylor 22 400 $8,800.00 Finish preparing summary of Smith’s 5-7-13 deposition Send same to AK and TRE Begin preparing summary of Tacker’s 3-27-13

deposition Correspond with AK, TRE and DLW re same5/31/2013 387 T.Ellis 2 265 $530.00 Summarized depositions for experts

6/1/2013 188 K.Taylor 5 400 $2,000.00 Finish preparing summary of Tacker’s 3-27-13 deposition Correspond with AK, TRE and DLW re same 6/1/2013 387 T.Ellis 3.5 265 $927.50 Deposition review and summary6/2/2013 188 K.Taylor 12 400 $4,800.00 Begin preparing summary of Lucia’s 05-02-13 deposition 6/2/2013 387 T.Ellis 5 265 $1,325.00 Deposition review and summary 6/3/2013 188 K.Taylor 13 400 $5,200.00

Finish preparing summary of Lucia’s 05-02-13 deposition Correspond with AK, TRE and DLW re same Participate in interoffice conferences with AK & TRE re materials to send to Pls’ experts Being preparing summary of Anderson’s 02-22-12 deposition

6/3/2013 387 T.Ellis 5 265 $1,325.00 Deposition summaries6/4/2013 188 K.Taylor 1.3 400 $520.00 Finish preparing summary of Anderson’s 02-22-12 deposition Correspond with AK, TRE and DLW re same Correspond with TRE, AK

& AD re 11:30PM meeting with Plante & Moran 6/4/2013 387 T.Ellis 2 265 $530.00 Deposition summaries6/5/2013 387 T.Ellis 1.5 265 $397.50 Deposition summaries6/5/2013 387 T.Ellis 0.8 265 $212.00 Deposition summaries6/5/2013 387 T.Ellis 1.5 265 $397.50 Deposition summaries6/7/2013 169 A.Kochanowski 9 765 $6,885.00 T/C w/ co-counsel re experts; work on expert materials and assist in report issues; T/C with various6/7/2013 188 K.Taylor 0.3 400 $120.00 Participate in interoffice conference with AK, MP, SA, CF & LRM re Torres case 6/7/2013 350 L.Mikalonis 1 455 $455.00 Conference w/ Matt Prebeg, Chris Faucett and Steve Abbott, AK and KMH re status of case and expert discovery6/8/2013 387 T.Ellis 6 265 $1,590.00 Deposition summaries6/9/2013 387 T.Ellis 2 265 $530.00 Deposition summaries

6/10/2013 169 A.Kochanowski 8 765 $6,120.00 Financial docs analysis; DPI DB analysis; emails and T/C w/ DPI counsel6/10/2013 188 K.Taylor 0.1 400 $40.00 Review correspondence from Wiebel re document production STREAM 0696684-0696687 6/10/2013 190 L.Young 0.5 735 $367.50 Meeting with AK re class certification options, whether to subclass or include the web subscription fees and related break even,

ROI and pyramid damages options6/10/2013 350 L.Mikalonis 0.2 455 $91.00 Telephone conference w/ AK, Matt Prebeg and KMH re experts6/10/2013 387 T.Ellis 2 265 $530.00 Deposition summaries6/10/2013 387 T.Ellis 1.5 265 $397.50 Deposition summaries6/11/2013 169 A.Kochanowski 9 765 $6,885.00 Financial issues analysis6/11/2013 387 T.Ellis 2 265 $530.00 Deposition summaries, e-mails to co-counsel6/12/2013 169 A.Kochanowski 6 765 $4,590.00 DB analysis; meet w/ experts6/12/2013 387 T.Ellis 0.3 265 $79.50 Draft e-mails re scheduling6/13/2013 190 L.Young 0.5 735 $367.50 Meeting with AK re damages modeling and class definitional issues6/14/2013 169 A.Kochanowski 9 765 $6,885.00 Review drafts; meetings; financial and DPI data analysis6/17/2013 387 T.Ellis 1.5 265 $397.50 Pulled income disclosure statements to send to experts6/18/2013 169 A.Kochanowski 8 765 $6,120.00 T/C w/ Fitzpatrick; work on PM materials6/18/2013 188 K.Taylor 0.1 400 $40.00 Review correspondence from Susan Wiebel6/18/2013 190 L.Young 0.4 735 $294.00 Conference with AK and TRE re preliminary damages estimate and class definitional issues


7

Date Tkpr# Tkpr Hours Rate Lodestar Narrative6/18/2013 387 T.Ellis 0.8 265 $212.00 Meet with AK, LY about case, damages6/19/2013 169 A.Kochanowski 8 765 $6,120.00 T/C w/ PM; T/C w/ Fitzpatrick and co-counsel; work on additional materials6/19/2013 387 T.Ellis 1 265 $265.00 Read draft report from expert, conference call6/20/2013 169 A.Kochanowski 6 765 $4,590.00 Work w/ PM re report and data6/20/2013 387 T.Ellis 0.5 265 $132.50 Search for supporting documents to provide to expert6/20/2013 387 T.Ellis 0.8 265 $212.00 Search for documents to support expert's report6/21/2013 169 A.Kochanowski 8 765 $6,120.00 Work w/PM; review report; meet w/ EC6/21/2013 387 T.Ellis 0.5 265 $132.50 E-mails, meet with Andy about damages6/21/2013 387 T.Ellis 0.5 265 $132.50 Review of expert's report6/26/2013 169 A.Kochanowski 2 765 $1,530.00 Set up further DB review re defined search terms

7/3/2013 387 T.Ellis 0.8 265 $212.00 Draft e-mails re scheduling7/9/2013 387 T.Ellis 0.5 265 $132.50 E-mails, discussion with Eric from Plante Moran re: supporting documents7/9/2013 387 T.Ellis 0.3 265 $79.50 Shipped flash drive to John Guild in TX

7/11/2013 387 T.Ellis 0.2 265 $53.00 E-mails re: extending deadlines - supporting materials for experts7/12/2013 169 A.Kochanowski 2 765 $1,530.00 T/C w/ co-counsel re class issues7/12/2013 387 T.Ellis 0.5 265 $132.50 E-mails, conversation with AK about yesterday's conference call re: case strategy7/12/2013 387 T.Ellis 1 265 $265.00 Conference call with co-counsel re: settlement possibilities7/13/2013 169 A.Kochanowski 7 765 $5,355.00 Work on class research; issues7/13/2013 190 L.Young 0.2 735 $147.00 Emails to/from AK and co-counsel re settlement issues; email to VLS re appearance and pro hac motion7/15/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Agreed Motion for Extension of Time Deadlines Review ECF re Agreed Proposed Order 7/16/2013 190 L.Young 1.7 735 $1,249.50 Review and analyze Taylor's damages report and accompanying schedules7/17/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Motion for LY to appear pro hac vice 7/18/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Order granting Motion for LY to appear pro hac vice 7/20/2013 387 T.Ellis 2.5 265 $662.50 Research on RICO actions in the 5th Circuit and general class issues for class cert and summary judgment motions 7/20/2013 387 T.Ellis 0.5 265 $132.50 Discussion with TX attorney about Judicial issues related to the case7/21/2013 169 A.Kochanowski 7 765 $5,355.00 Work on class research; issues7/22/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Order [Dkt 116] granting Agreed Motion for Extension of Time Deadlines 7/22/2013 190 L.Young 3.3 735 $2,425.50 Review 2d Amended Complaint; meeting with AK and TRE re class certification issues, research issues, briefing outline, potential SJ

issues and formulation of the class definition7/22/2013 387 T.Ellis 2.3 265 $609.50 Research, call with AK, LY re: class certification/summary judgment strategy 7/24/2013 190 L.Young 1.6 735 $1,176.00 Review class actions and collective action decisions authored by Judge Hoyt; email to AK and TRE with relevant cites and

overviews of the cases7/24/2013 190 L.Young 1.6 735 $1,176.00 Review class definition in the SAC and excerpts of Taylor's report; draft proposed class definition for inclusion in the agenda for

Friday's call with co-counsel; email to AK and TRE explaining approach7/25/2013 190 L.Young 0.9 735 $661.50 Review revised draft of AK's class certification and SJ outline7/25/2013 387 T.Ellis 2.5 265 $662.50 Research for class cert / summary judgment outline7/26/2013 190 L.Young 1.6 735 $1,176.00 Conference call with AK and co-counsel re class certification and SJ strategy and alternative responses to defense counsel's

request for a settlement demand7/26/2013 387 T.Ellis 1.5 265 $397.50 Conference call with co-counsel; reviewed latest outline of class cert, summary judgment brief 7/26/2013 387 T.Ellis 0.3 265 $79.50 Discussion with LCY re document review7/27/2013 169 A.Kochanowski 1 765 $765.00 T/C re matters w/ co-counsel7/27/2013 605 ICA-1 5 135 $675.00 Search Torres database for defined terms in preparation for class certification brief7/28/2013 169 A.Kochanowski 8 765 $6,120.00 Work on outline for class cert brief7/28/2013 605 ICA-1 2 135 $270.00 Search Torres database for defined terms in preparation for class certification brief7/29/2013 169 A.Kochanowski 10 765 $7,650.00 Class cert brief matters7/30/2013 169 A.Kochanowski 9 765 $6,885.00 MSJ outline and assembly of deps7/30/2013 605 ICA-1 2 135 $270.00 Search Torres database for defined terms in preparation for class certification brief


8

Date Tkpr# Tkpr Hours Rate Lodestar Narrative8/2/2013 605 ICA-1 2 135 $270.00 Search Torres database for defined terms in preparation for class certification brief8/4/2013 605 ICA-1 4 135 $540.00 Search Torres database for defined terms in preparation for class certification brief8/6/2013 169 A.Kochanowski 5 765 $3,825.00 Review defs reports8/6/2013 190 L.Young 0.7 735 $514.50

Emails to/from AK re common fund fee issues; review emails to/from co-counsel re Defendants' expert reports; meeting with AK and TRE re document analysis project and related class certification issues; email to AK with copy of the Vioxx fee decision

8/7/2013 169 A.Kochanowski 8 765 $6,120.00 Work on class brief8/7/2013 190 L.Young 0.6 735 $441.00 Strategy call with AK, TRE and co-counsel re potential responses to defense counsel's request for a settlement demand and

related expert deposition issues8/7/2013 190 L.Young 1 735 $735.00 Conference with JJT re class settlement and administration options8/7/2013 377 J.Thompson 1 735 $735.00 Discuss settlement and class issues with LY8/8/2013 169 A.Kochanowski 8 765 $6,120.00 Work on class brief8/8/2013 387 T.Ellis 2 265 $530.00 E-mails; sent D's expert reports to our experts; drafted and sent subpoenas out for service8/8/2013 594 V.Stewart 0.4 170 $68.00 Email from attorney TRE regarding request locate process server in Chicago are to serve subpoena; locate same

8/10/2013 169 A.Kochanowski 5 765 $3,825.00 Prepare for Paul Taylor deposition8/11/2013 169 A.Kochanowski 8 765 $6,120.00 Defend Paul Taylor deposition8/12/2013 169 A.Kochanowski 8 765 $6,120.00 Prepare for Anne Coughlan deposition8/12/2013 387 T.Ellis 0.5 265 $132.50 E-mails - notice of deps to defense counsel 8/13/2013 169 A.Kochanowski 8 765 $6,120.00 Research; dep review; DB search; review found materials8/13/2013 387 T.Ellis 0.5 265 $132.50 Drafted contingency case memo on Torres 8/13/2013 387 T.Ellis 0.5 265 $132.50 Followed up on Couglin subpoena issues, discussion with AK about case8/14/2013 169 A.Kochanowski 8 765 $6,120.00 Prepare for Anne Coughlan deposition; travel to Dallas8/15/2013 169 A.Kochanowski 8.6 765 $6,579.00 Take Anne Coughlan deposition8/16/2013 169 A.Kochanowski 8.5 765 $6,502.50 Attend Mariano deposition; travel to Detroit8/16/2013 188 K.Taylor 0.1 400 $40.00 Review correspondence from Congdon attaching Defendants’ Notice of Intention to Take the Oral and Video Deposition of Paul H

Taylor 8/17/2013 169 A.Kochanowski 8 765 $6,120.00 Continue to prepare certification brief8/19/2013 387 T.Ellis 1 265 $265.00 Followed up on subpoenas in prep for depositions8/20/2013 169 A.Kochanowski 10 765 $7,650.00 Continue to prepare cert brief; exhibits; review DB; research re MSJ and update RICO law8/20/2013 190 L.Young 0.8 735 $588.00 Conference call with TRE and JJT expert deposition coverage issues8/20/2013 387 T.Ellis 4 265 $1,060.00 Prep for Coughlan deposition8/20/2013 605 ICA-1 6.5 135 $877.50 Export documents from Torres database in preparation for class certification brief8/21/2013 169 A.Kochanowski 9 765 $6,885.00 Continue cert brief and MSJ; download additional exhibits; research re 5th cir class issues8/21/2013 188 K.Taylor 0.1 400 $40.00 Correspond with BS re 8/23/13 deposition in Torres8/22/2013 169 A.Kochanowski 9 765 $6,885.00 Continue working on cert brief8/22/2013 387 T.Ellis 1.5 265 $397.50 Deposition prep8/23/2013 169 A.Kochanowski 9 765 $6,885.00

Continue cert brief and MSJ; research RICO issues; arrange exhibits; prepare chart of misrepresentations; Call with Prebeg firm8/24/2013 169 A.Kochanowski 8 765 $6,120.00 Continue motions and exhibit arrangement8/25/2013 169 A.Kochanowski 6 765 $4,590.00 Download and review additional exhibits for cert brief8/25/2013 387 T.Ellis 6 265 $1,590.00 Deposition prep for Coughlan8/26/2013 169 A.Kochanowski 8 765 $6,120.00 Continue class cert drafting and MSJ drafting; review transcripts of various witnesses8/26/2013 387 T.Ellis 15 265 $3,975.00 Deposition of Anne Coughlan - travel, follow up8/27/2013 387 T.Ellis 6 265 $1,590.00 Travel - deposition of Anne Coughlan8/27/2013 579 D.Ward 4.5 150 $675.00 Export documents from Relativity Database and organize into folders in preparation for Class Cert Brief8/28/2013 387 T.Ellis 1.5 265 $397.50 Discussion with AK re: depositions; pulled cases; began to draft statement of law section for briefs8/28/2013 387 T.Ellis 2 265 $530.00 Research


9

Date Tkpr# Tkpr Hours Rate Lodestar Narrative8/29/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Notice of Resetting as to [116] Order 8/30/2013 169 A.Kochanowski 8.6 765 $6,579.00 Continue work on briefs8/30/2013 387 T.Ellis 2 265 $530.00 Conference call with co-counsel; e-mails; look up client records in expert reports8/31/2013 169 A.Kochanowski 8 765 $6,120.00 Continue work on briefs and exhibits

9/4/2013 387 T.Ellis 9.5 265 $2,517.50 Drafted pyramid law section for class cert brief9/5/2013 579 D.Ward 7 150 $1,050.00

Export documents from Torres database in preparation of Class Cert brief; start assembling exhibits in support of Class Cert brief9/6/2013 169 A.Kochanowski 8 765 $6,120.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/6/2013 188 K.Taylor 0.8 400 $320.00 Correspond with AK re location of post-March, 2008 case law wherein the Court has certified a class asserting RICO claims Begin

conducting necessary legal research re same Correspond with TRE re same 9/6/2013 190 L.Young 2 735 $1,470.00 Draft affidavit in support of Plaintiffs' Motion for Class Certification; conference with AK re trial plan and class briefing issues;

conference with TRE re class administration quote from Epiq; email to AK attaching group resume materials and sample briefs and class cases

9/6/2013 377 J.Thompson 0.3 735 $220.50 Review Declaration and LY e-mail on class notice9/6/2013 387 T.Ellis 3 265 $795.00 Case research9/6/2013 605 ICA-1 5 135 $675.00 Export documents from Torres database in preparation for class certification brief9/7/2013 169 A.Kochanowski 8 765 $6,120.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/7/2013 387 T.Ellis 5.5 265 $1,457.50 RICO/Class action/Pyramid research9/8/2013 169 A.Kochanowski 8 765 $6,120.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/9/2013 169 A.Kochanowski 8 765 $6,120.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/9/2013 190 L.Young 3.7 735 $2,719.50 Edit and revise drafts of Plaintiff's Motion for Partial Summary Judgment, Motion for Class Certification and AK's supporting

affidavit and trial plan9/9/2013 605 ICA-1 3.5 135 $472.50 Export documents from Torres database in preparation for class certification brief; create Index of Exhibits for class certification

brief9/10/2013 169 A.Kochanowski 8 765 $6,120.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/10/2013 190 L.Young 1.6 735 $1,176.00 Conference with TRE, AK and B.Caldwell re class definition issues and alternative responses to Defendants' anticipated capital

infusion arguments9/10/2013 387 T.Ellis 7 265 $1,855.00 Meeting with AK, LY; draft class cert brief support; conference call with co-counsel9/11/2013 169 A.Kochanowski 8 765 $6,120.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/11/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Order granting Motion for Leave to File Class Certification Briefs in Excess Pages Review ECF re Order mooting

Order to Shorten Time for Hearing on the Motion for Leave to File Over-Length Briefs 9/11/2013 190 L.Young 1.3 735 $955.50 Conferences with AK re misrepresentation chart and potential class certification and settlement strategies; review and edit draft

of misrepresentations chart; review draft of declaration for class plaintiff Robinson; conference with TRE re class definitional issues and status of other projects assigned to her

9/11/2013 377 J.Thompson 0.4 735 $294.00 Discuss class certification activity and TE involvement9/11/2013 387 T.Ellis 2 265 $530.00 Summarized PD data for class certification brief9/12/2013 169 A.Kochanowski 8 765 $6,120.00 Continue finalizing class cert motion; continue finalizing exhibits; work on various affidavits related thereto; work on charts and

FRE 1006 materials; Calls with Prebeg firm re same; confer with various internally re same9/12/2013 387 T.Ellis 7.5 265 $1,987.50 Draft MSJ; Motion and brief for Summary Judgment; affidavit and exhibits9/13/2013 188 K.Taylor 0.1 400 $40.00 Review ECFs re Dkts 121 & 1229/13/2013 190 L.Young 0.3 735 $220.50 Review and respond to emails from co-counsel re class definition issues


10

Date Tkpr# Tkpr Hours Rate Lodestar Narrative9/13/2013 387 T.Ellis 8.4 265 $2,226.00 Draft MSJ; Class Cert motion; finalizing 9/13/2013 387 T.Ellis 2 265 $530.00 Finalizing and filing MSJ and class cert motions and briefs9/13/2013 579 D.Ward 4 150 $600.00 Format, code brief, and e-file Pls' motion for class certification and Pls' motion for partial sj as to liability9/16/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Docket Call Deadlines terminated per Order # 116 9/18/2013 190 L.Young 0.7 735 $514.50

Conference with AK re Plaintiffs' initial settlement demand and alternative potential mediation and settlement strategies9/18/2013 387 T.Ellis 1 265 $265.00 Conversation with AK, LRM re: briefs and process; e-mails from co-counsel re: schedule 9/27/2013 169 A.Kochanowski 3 765 $2,295.00 Read Defendants' responses10/1/2013 169 A.Kochanowski 8 765 $6,120.00 Prepare reply re MSJ10/2/2013 169 A.Kochanowski 8 765 $6,120.00 Work on reply re MSJ10/2/2013 387 T.Ellis 0.5 265 $132.50 E-mails re: how to response to D's request for extension of length10/3/2013 387 T.Ellis 1.4 265 $371.00 Emails re: D's motions, strategy to respond10/4/2013 169 A.Kochanowski 8 765 $6,120.00 Work on reply re class cert; research various case law cited by Defendants; review witness statements; work on m/strike; work on

additional exhibits; drafting 10/4/2013 188 K.Taylor 0.1 400 $40.00 Review ECFs re Dkts 124-131 10/5/2013 169 A.Kochanowski 8 765 $6,120.00 Work on reply re class cert; research various case law cited by Defendants; review witness statements; work on m/strike; work on



additional exhibits; drafting 10/7/2013 190 L.Young 3 735 $2,205.00 Review Defendants' SJ Motion, SJ Response, Class Certification Response and Motion to Strike10/8/2013 169 A.Kochanowski 8 765 $6,120.00 Work on reply re class cert; research various case law cited by Defendants; review witness statements; work on m/strike; work on


additional exhibits; drafting 10/9/2013 188 K.Taylor 0.1 400 $40.00

Review ECF re Order granting Motion for Leave to File Response to Plaintiff's Motion for Class Certification in Excess of Page Limit Review ECF re Order Granting Defendants’ Motion for Leave to File Motion for Summary Judgment

10/9/2013 387 T.Ellis 1 265 $265.00 Reviewed D's response to class cert motion - pulled cases10/9/2013 387 T.Ellis 1.5 265 $397.50 Discussion with AK re: reply to response to motion for class certification

10/10/2013 387 T.Ellis 6.5 265 $1,722.50 Research and draft sections of reply to response for SJ/Class Cert10/11/2013 188 K.Taylor 0.1 400 $40.00 Review ECFs re Dkts 134-135 10/11/2013 387 T.Ellis 8 265 $2,120.00 Edited/drafted reply to response for SJ/Class Cert10/11/2013 579 D.Ward 2.5 150 $375.00 Format, code brief and e-file Pls' Reply to Defs' Response to Pls' Motion for Class Cert; Format, code brief and e-file Pls' Reply to

Defs' Response to Pls' Motion for Partial Summary Judgment as to Liability10/11/2013 579 D.Ward 0.5 150 $75.00 Retrieved cited cases off LEXIS in support of MSJ and Class Certification reply briefs10/15/2013 387 T.Ellis 1.5 265 $397.50 Conversation with AK about Daubert motion, reviewed documents10/16/2013 169 A.Kochanowski 8 765 $6,120.00 Work on reply brief10/18/2013 190 L.Young 1.2 735 $882.00 Conference call with co-counsel to discuss SJ responses, expert issues and alternative approaches for class certification

evidentiary hearing10/18/2013 387 T.Ellis 3 265 $795.00

Conference call with co-counsel re: class certification strategy; reviewed appendix of exhibits and supporting documents in preparation to draft motion to exclude expert witness Coughlan; strategy conversation with AK about Daubert motion

10/19/2013 387 T.Ellis 0.5 265 $132.50 Reviewed Scott Clearman's edits to motion10/20/2013 387 T.Ellis 6 265 $1,590.00 Research re: Daubert motion to exclude expert Coughlan's report/affidavit of Chris Smith Reviewed materials in preparation to

draft motion


11

Date Tkpr# Tkpr Hours Rate Lodestar Narrative10/21/2013 387 T.Ellis 12 265 $3,180.00 Research re: Daubert motion to exclude expert Coughlan's report/affidavit of Chris Smith Reviewed materials in preparation to

write motion10/22/2013 169 A.Kochanowski 1 765 $765.00 Work on class hearing order10/22/2013 387 T.Ellis 8 265 $2,120.00 Research and drafted motion to exclude expert testimony of Coughlan; reviewed file material to pass along supporting documents

to AK for use in the response to motion for summary judgment10/23/2013 188 K.Taylor 0.1 400 $40.00

Review email from C Horace re class certification hearing Review ECF re Joint Proposed Order on Class Certification Hearing 10/23/2013 387 T.Ellis 9 265 $2,385.00 Research standard for excluding expert report; drafted motion to exclude expert report of Anne T Couglan; discussion with AK

about motion10/24/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Dkt 137 10/24/2013 190 L.Young 1.8 735 $1,323.00 Conference with AK re class certification presentation and witnesses; review draft of Plaintiff's Response to Defendants' Motion

for Summary Judgment; emails to/from D.Ward and AT re travel arrangements for class certification hearing; download and review copy of Plaintiffs' Class Certification Reply

10/24/2013 387 T.Ellis 9 265 $2,385.00Research standard for excluding expert report; drafted motion to exclude expert report of Anne T Couglan; discussion with AK about motion Research re: standard to exclude affidavit as conclusory; drafted motion to exclude Smith affidavit as conclusory

10/25/2013 188 K.Taylor 0.1 400 $40.00 Review ECFs re Dkts 138-139 10/25/2013 387 T.Ellis 3.5 265 $927.50 Reviewed AK's revisions to Motion to Strike Expert Report of Coughlan; researched standards for exclusion of affidavit as

conclusory; drafted motion to exclude Smith affidavit 10/25/2013 579 D.Ward 4.5 150 $675.00 Format, code brief and e-file Pls' Response to Defs' MSJ; pull cited cases10/28/2013 169 A.Kochanowski 8.6 765 $6,579.00 Prepare for class cert hearing10/29/2013 169 A.Kochanowski 8.5 765 $6,502.50 Attend class cert hearing10/29/2013 387 T.Ellis 1 265 $265.00 Met with AK, LY re: draft motion to strike Coughlan report/Smith Affidavit 10/30/2013 188 K.Taylor 0.3 400 $120.00

Review ECF re Notice of Substitution of Attorney-in-Charge by Eugene Robinson Correspond with AK, DLW & LRM re same 10/30/2013 387 T.Ellis 9 265 $2,385.00 Revised Motion to strike expert report of Anne Coughlan, revised motion to strike affidavit of Darryl Smith; additional research;

copyediting10/31/2013 190 L.Young 2.2 735 $1,617.00

Review and edit drafts of TRE's motions to strike Defendants' MLM expert's report (Coughlan) and the affidavit of Presidential Director Smith; meeting with TRE re preparations for class certification hearing and Plaintiff's substitution of counsel

10/31/2013 377 J.Thompson 0.8 735 $588.00 Review and edit motion to strike Smith Affidavit10/31/2013 387 T.Ellis 2 265 $530.00 Final review and revision of Motion to Strike Coughlan Report and Motion to strike Smith Affidavit

11/1/2013 188 K.Taylor 0.3 400 $120.00 Review ECFs re Dkts 141-148 Review emails from Beverly Congdon re same 11/1/2013 387 T.Ellis 3 265 $795.00

Final reviews and edits to motions to strike Coughlan/Smith; pulled materials together for Denise to file; e-mails with co-counsel11/1/2013 579 D.Ward 1.5 150 $225.00 Format and e-file Pls' Motion to Strike Affidavit of Smith and Coughlan11/1/2013 579 D.Ward 1.5 150 $225.00

Assist co-counsel in retrieving exhibits and cited cases for Pls' Motion to Strike Expert Report & Testimony of Paul Carmona11/1/2013 579 D.Ward 2 150 $300.00 Format and e-file Pls' Motion to Strike Expert Report & Testimony of Anne Coughlan, pull cited cases11/1/2013 579 D.Ward 0.3 150 $45.00

Retrieve cases from Lexis in support of Plaintiffs' Motions to Strike Affidavit of Darryl Smith and Expert Report of Anne Coughlan11/4/2013 190 L.Young 0.7 735 $514.50 Emails to/from co-counsel re agenda items for tomorrow's pre-class certification strategy meeting; review Plaintiff's supplemental

response to Defendants' motion for leave to amend their answer to add a class-wide arbitration defense; conference and emails with AT and DW re hearing materials

11/5/2013 190 L.Young 3.8 735 $2,793.00 Travel to Houston for 11/6 class certification hearing; calls and emails to/from AK re class certification issues; review class certification papers and filings on plane


12

Date Tkpr# Tkpr Hours Rate Lodestar Narrative11/6/2013 190 L.Young 12.4 735 $9,114.00 Breakfast meeting with AK and P.Taylor to prepare for class certification hearing; meet M.Prebeg and Mr. Robinson; attend class

certification hearing; conference with AK and Prebeg attorneys re impressions of case, class certification hearing and related settlement and trial considerations; return travel to Detroit

11/6/2013 377 J.Thompson 0.3 735 $220.50 Discuss class cert hearing results today with TE11/7/2013 190 L.Young 0.7 735 $514.50

Meetings with TRE and JJT re ouT/Come of class certification hearing; emails to/from S.Abbott re potential settlement approaches11/7/2013 387 T.Ellis 0.8 265 $212.00 Debrief meeting with LY re: Torres certification hearing and next steps

11/10/2013 169 A.Kochanowski 7 765 $5,355.00 Read Defendants' motions to strike; draft outline re responses11/11/2013 190 L.Young 1.4 735 $1,029.00 Conference with AK re settlement proposal; outline settlement alternatives and slides for settlement presentation to defendants;

emails to/from S.Abbott re same11/11/2013 387 T.Ellis 0.5 265 $132.50 Conversation with AK about next steps in case, potentially writing a brief; Conversation with LY about settlement strategy and

approach11/12/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Dkt 150 11/12/2013 190 L.Young 0.8 735 $588.00 Review Plaintiff's Opposition to Defendants' Motion for Leave to File First Amended Answer and Affirmative Defenses to Second

Amended Complaint11/12/2013 579 D.Ward 1.5 150 $225.00 Assist co-counsel in retrieving exhibits and cited cases for Pls' Opp to Defs' Motion for Leave to File First Amended Answer and

Affirmative Defenses to Second Amended Complaint11/13/2013 188 K.Taylor 0.1 400 $40.00 Review ECF re Dkt 151 11/13/2013 188 K.Taylor 0.2 400 $80.00 Correspond with DLW & Bruce Slavin re obtaining a transcript of the Hearing on Class Certification 11/14/2013 188 K.Taylor 9.8 400 $3,920.00

Review correspondence from DLW re Defendants’ Motion to Exclude Testimony of Paul H Taylor Begin reviewing said Motion, as well as Taylor’s June 21, 2013 Expert Report and August 23, 2013 deposition testimony Begin conducting necessary file review and legal research to draft Plaintiffs’ Brief in Opposition to said Motion Participate in interoffice conference with LY re Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude Testimony of Paul H Taylor Review PowerPoint presentation and Comcast case emailed by LY Review ECF re Dkt 152

11/14/2013 190 L.Young 3.3 735 $2,425.50Draft settlement presentation to share with defense counsel; review settlement ideas from S.Abbott; emails to/from S.Abbott and AK re alternative settlement options and approaches; meeting with JJT re CAFA settlement requirements; conference call with co-counsel re finalization of our settlement presentation and mediator recommendations and availability

11/14/2013 190 L.Young 0.9 735 $661.50Meetings with K.Hosmer and TRE to review outline and discuss Plaintiff's response to Defendants' Motion to Strike the expert report and testimony of Paul Taylor; emails to/from D.Ward re class certification hearing transcript issues

11/14/2013 190 L.Young 0.7 735 $514.50 Review Ad Hoc Consumer MLM Advocate petition filed with the FT/C11/14/2013 350 L.Mikalonis 1.5 455 $682.50

Conference w/ KMH re response to motion to strike Paul Taylor; review of motion to strike; conference w/ KMH and TRE re same11/14/2013 387 T.Ellis 1.3 265 $344.50 Conversation with LY, KH, LM about response to motion to strike expert Paul Taylor Conversation with LY about settlement

strategy conference call 11/14/2013 594 V.Stewart 0.1 170 $17.00 Meet and confer with attorney LCY regarding instructions to locate and contact Eric Green of JAMS/Endispute regarding

mediation in December11/15/2013 169 A.Kochanowski 6 765 $4,590.00 Work on reply briefs re m/strike11/15/2013 188 K.Taylor 12.5 400 $5,000.00 Continue conducting necessary file review and legal research to draft Plaintiffs’ Brief in Opposition to Defendants’ Motion to

Exclude Testimony of Paul H Taylor Participate in interoffice conferences with AK & LY re same Review deposition excerpts forwarded by AK Review FT/C Petition forwarded by LY

11/15/2013 190 L.Young 0.8 735 $588.00 Meeting with K.Hosmer re Plaintiffs' response to Defendants' Motion to Strike the Report and Expert Opinions of Paul Taylor; emails to/from co-counsel re potential mediators and mediation dates

11/15/2013 594 V.Stewart 0.5 170 $85.00 Research information on mediator Eric Green formerly of JAMS / Endispute now with Resolutions, LLC; contact same regarding availability for mediation in December 2013; email updated resume to atty LCY


13

Date Tkpr# Tkpr Hours Rate Lodestar Narrative11/16/2013 188 K.Taylor 14.5 400 $5,800.00 Continue conducting necessary file review and legal research to draft Plaintiffs’ Brief in Opposition to Defendants’ Motion to

Exclude Testimony of Paul H Taylor 11/17/2013 169 A.Kochanowski 8 765 $6,120.00 Work on various post-hearing motions and replies11/17/2013 188 K.Taylor 11.8 400 $4,720.00 Continue conducting necessary file review and legal research to draft Plaintiffs’ Brief in Opposition to Defendants’ Motion to

Exclude Testimony of Paul H Taylor 11/18/2013 188 K.Taylor 15 400 $6,000.00 Continue conducting necessary file review and legal research and begin drafting Plaintiffs’ Brief in Opposition to Defendants’

Motion to Exclude Testimony of Paul H Taylor Correspond with DLW & Mr. Slavin re transcript of the Hearing on Class Certification Review correspondence from DLW attaching said transcript

11/18/2013 350 L.Mikalonis 0.3 455 $136.50 Conference w/ KMH re response to motion to exclude Paul Taylor's report and testimony11/19/2013 188 K.Taylor 19.3 400 $7,720.00 Continue conducting necessary legal research and drafting Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude

Testimony of Paul H Taylor Review correspondence from AK attaching transcript of Hearing on Class Certification Review ECF re Dkt 153 Review correspondence from Beverly Congdon attaching Defendants’ Reply in Support of Motion for Leave to File First Amended Answer and Affirmative Defenses to Plaintiffs’ Second Amended Complaint and Exhibit 3 Supplemental Affidavit of John Franklin Guild

11/19/2013 190 L.Young 0.2 735 $147.00 Emails to/from co-counsel re demand letter issues and format11/19/2013 594 V.Stewart 0.3 170 $51.00 Telephone call to potential mediator Eric Green regarding availability; left message with assistant; email to same11/20/2013 188 K.Taylor 20.5 400 $8,200.00 Continue conducting necessary legal research and drafting Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude

Testimony of Paul H Taylor Review ECF re Dkt 154 11/20/2013 594 V.Stewart 0.3 170 $51.00

Email from potential expert Eric Green's assistant regarding availability in January only; email same to attorney LCY11/21/2013 188 K.Taylor 10 400 $4,000.00

Finish initial draft of Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude Testimony of Paul H Taylor Email same to AK for his review, comment & correction Review correspondence from DLW re size of footnotes Correspond with DLW re electronic cases Forward all electronic cases to DLW for attachment to Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude Testimony of Paul H Taylor Review return correspondence from AK re my initial draft of same Draft reply correspondence to AK

11/22/2013 188 K.Taylor 10.3 400 $4,120.00

Review correspondence from AK re AK’s suggested edits to the current draft of Plaintiffs’ Brief in Opposition to Defendants’ Motion to Exclude Testimony of Paul H Taylor Correspond with DLW re her lining up Paul Taylor’s review of Plaintiff’s Brief in Opposition Review correspondence from DLW to PT re same Review return correspondence from PT Review correspondence between DLW & Brent Caldwell re the current status of Plaintiffs’ Brief in Opposition Make AK’s requested edits to Plaintiffs’ Brief in Opposition and forward current version to DLW Review correspondence from DLW to PT attaching same for PT’s review, comment and correction Review correspondence from DLW to BC, MP & AK attaching same for their review, comment and correction Compile exhibits to same Review ECF re Dkt 155 Review return correspondence from AK suggesting further edits to Plaintiffs’ Brief in Opposition Make AK’s suggested edits to same Review correspondence from MP, PT & DLW Participate in teleconference with PT Make PT’s suggested edits to Plaintiffs’ Brief in Opposition Forward current version of Plaintiffs’ Brief in Opposition to DLW Review correspondence from DLW to MP & BC attaching same for their review, comment & correction Review ECFs re Dkts 156-158 Review correspondence from Beverly Congdon attaching Defendants’ Opposition to Plaintiffs’ Motion to Strike the Affidavit of Darryl Smith and Exhibit 1, Smith Affidavit Review correspondence from BC attaching Defendants’ Opposition to Plaintiffs’ Motion to Strike the Affidavit of Paul D Carmona and Exhibit 1, Carmona Report Review correspondence between MP and DLW re MP’s 11-21-13 suggested edits Review correspondence from BC attaching Defendants’ Opposition to Plaintiffs’ Motion to Strike the Expert Report and Testimony of Anne Coughlan, Exhibit 1, Coughlan Expert Report and Exhibit 2, Coughlan Rebuttal Report to Paul H Taylor Review correspondence from MP attaching his suggested redline edits to Plaintiffs’ Brief in Opposition Incorporate MP’s suggested redline edits where appropriate Forward current version to MP for his final review Participate in teleconference with MP Make final edits to Plaintiffs’ Brief in Opposition and otherwise prepare same for filing Review ECF re Dkt 159 Review email from DLW to Defendants’ counsel attaching same


14

Date Tkpr# Tkpr Hours Rate Lodestar Narrative11/22/2013 350 L.Mikalonis 0.5 455 $227.50

Review and revise response to Defendant's motion to strike Paul Taylor's testimony and report; conference w/ KMH re same11/22/2013 579 D.Ward 4.5 150 $675.00

Format, code brief and e-file Brief in Opp to Defs' Motion to Exclude Testimony of Paul H Taylor; retrieve exhibits and cited cases11/25/2013 188 K.Taylor 0.5 400 $200.00 Review correspondence between DLW, AK, BC & TRE re Plaintiffs’ three Reply briefs (i.e., the Smith, Coughlan & Carmona Reply

briefs) Review correspondence from DLW to TRE attaching materials for TRE to draft Plaintiffs’ Reply brief in support of striking Smith’s Affidavit Correspond with LRM re same

11/25/2013 350 L.Mikalonis 1 455 $455.00 Conference w/ KMH re reply briefs in support of motions to strike; conference w/ LCY re same; conference w/ TRE re same; review of response briefs

11/25/2013 387 T.Ellis 0.5 265 $132.50 E-mails with LY, AK re: replies to responses to motion to strike Coughlan and Smith 11/26/2013 188 K.Taylor 8 400 $3,200.00 Review correspondence from LRM Correspond with AK re Plaintiffs’ Smith & Coughlan Reply briefs Begin reviewing necessary

materials and conducting necessary legal research to prepare same Review ECF re Dkt 160 11/26/2013 350 L.Mikalonis 1.5 455 $682.50

Review of Defendants' response briefs to motions to strike expert testimony and affidavits; conference w/ KMH re same11/27/2013 188 K.Taylor 5.5 400 $2,200.00 Continue conducting necessary legal research re Plaintiffs’ Reply brief in support of striking Smith’s Affidavit Participate in

teleconference with LY re same Correspond with DLW re same 11/27/2013 190 L.Young 0.9 735 $661.50 Meeting with TRE and AK and subsequent meeting with K.Hosmer re reply briefing for our motions to strike Defendants' expert

reports12/2/2013 188 K.Taylor 13 400 $5,200.00 Continue conducting necessary legal research and begin drafting Plaintiffs’ Reply brief in support of striking Smith’s Affidavit

Review ECF re Dkt 161 12/2/2013 350 L.Mikalonis 0.4 455 $182.00 Conference w/ KMH re reply in support of motion to strike Smith affidavit12/3/2013 188 K.Taylor 14.3 400 $5,720.00 Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Smith’s Affidavit Review

correspondence from DLW re filing of Plaintiffs’ Reply briefs due 12/13/13 Review return correspondence from BT/C Review reply correspondence from DLW

12/4/2013 188 K.Taylor 13.3 400 $5,320.00 Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Smith’s Affidavit (including side-by-side comparison chart)

12/4/2013 350 L.Mikalonis 0.2 455 $91.00 Conference w/ KMH re reply in support of motion to strike Smith affidavit12/5/2013 188 K.Taylor 11 400 $4,400.00 Finish conducting necessary legal research and initial draft of Plaintiffs’ Reply brief in support of striking Smith’s Affidavit

(including side-by-side comparison chart) Email same to AK for his review, comment & correction 12/6/2013 188 K.Taylor 8.8 400 $3,520.00

Review return correspondence from AK attaching his suggested edits to Plaintiffs’ Reply brief in support of striking Smith’s Affidavit Correspond with DLW re same Review AK’s suggested edits and further revise Plaintiff’s Reply brief (including the side-by-side comparison chart) before emailing to MP & BC for their review, comment and correction Review return correspondence from BC Begin conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Review correspondence from BC attaching his and MP’s redline edits to Plaintiffs’ Reply brief in support of striking Smith’s Affidavit (including the side-by-side comparison chart)

12/7/2013 188 K.Taylor 13.3 400 $5,320.00 Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Begin reviewing/addressing BC’s & MP’s redline edits to Plaintiffs’ Reply brief in support of striking Smith’s Affidavit (including the side-by-side comparison chart)

12/8/2013 188 K.Taylor 12.5 400 $5,000.00Finish reviewing/addressing BC’s & MP’s redline edits to Plaintiffs’ Reply brief in support of striking Smith’s Affidavit (including the side-by-side comparison chart) Email revised version to BC & MP for their further review, comment & correction Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony


15

Date Tkpr# Tkpr Hours Rate Lodestar Narrative12/9/2013 188 K.Taylor 8.8 400 $3,520.00 Review return correspondence from MC attaching his final redline edits to Plaintiffs’ Reply brief in support of striking Smith’s

Affidavit (including the side-by-side comparison chart) Finalize and otherwise prepare same for filing Correspond with DLW re coding of same Review correspondence from DLW forwarding final version of same to AK for his review, comment and correction Review return correspondence from AK confirming that said Reply brief can be filed Correspond with DLW re LEXIS cases cited in said Reply brief Correspond with DLW re her providing a final version of said Reply brief to MP & BC for their final review and consent to file Review return correspondence from MP & BC confirming their consent to file Instruct DLW to file and review ECF re same

12/9/2013 188 K.Taylor 2 400 $800.00 Continue conducting necessary legal research and drafting Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony

12/9/2013 579 D.Ward 5 150 $750.00 Format, code brief and e-file Reply in Support of Pls' Motion to Strike affidavit of Darryl Smith; format and finalize Chart (Exh A); retrieve cited cases

12/10/2013 188 K.Taylor 9 400 $3,600.00 Continue conducting necessary legal research and finish initial draft of Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Correspond with DLW re same

12/11/2013 188 K.Taylor 1 400 $400.00 Review return correspondence from AK & DLW re Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Email same to MP & MC for their review, comment & correction Review correspondence from BC attaching his draft Reply brief in support of Plaintiffs’ motion to strike Carmona Correspond with MP & MC re status of their suggested edits to Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony

12/12/2013 169 A.Kochanowski 4 765 $3,060.00 Work on m/amend response12/12/2013 188 K.Taylor 4 400 $1,600.00

Review correspondence from DLW to MP & BC re status of their redline edits to Plaintiffs’ Reply brief in support of striking Coughlan’s report and testimony Review return correspondence from BC attaching his redline edits Review BC’s redline edits and otherwise prepare Plaintiff’s Reply brief in support of striking Coughlan’s report and testimony for filing Email same to DLW for coding Review return correspondence from DLW confirming her completion of coding Correspond with DLW re LEXIS cases cited in said Reply brief Review correspondence from MP confirming that he has no additional redline edits to said Reply brief Correspond with DLW re permission to file same Review ECF re same Review correspondence from DLW to opposing counsel attaching same Review correspondence from BC attaching current version of his draft Reply brief in support of Plaintiffs’ motion to strike Carmona

12/12/2013 579 D.Ward 3 150 $450.00 Format, code brief and e-file Reply in Support of Pls' Motion to Strike Expert Reports and Testimony of Anne Coughlan, retrieve cited cases

12/13/2013 188 K.Taylor 0.3 400 $120.00 Review correspondence from BC attaching latest version of his Reply brief in support of Plaintiffs’ motion to strike Carmona Review ECF re same Review correspondence from BC to opposing counsel attaching same Review ECFs re Dkts 165 & 166 Review correspondence from BC attaching same

12/16/2013 188 K.Taylor 0.3 400 $120.00 Review correspondence from BC re Defendants’ Amended Answer Review return correspondence from JWB, AK & MP Review reply correspondence from BC

12/17/2013 188 K.Taylor 0.3 400 $120.00 Review correspondence from JWB re oral hearing Review return correspondence from MP & BC 12/18/2013 188 K.Taylor 0.3 400 $120.00 Review correspondence from BC attaching draft Motion to Strike Defendants’ Arbitration Affirmative Defense Review return

correspondence from JWB & AK 1/3/2014 169 A.Kochanowski 5 765 $3,825.00 Continue research and reviewing Plaintiffs’ motion to strike arbitration defense1/3/2014 387 T.Ellis 0.3 290 $87.00 E-mails with co-counsel1/6/2014 169 A.Kochanowski 0.4 765 $306.00 Review Hoyyt order; t/c w MP re same1/6/2014 387 T.Ellis 1 290 $290.00 Reviewed Torres Opinion and Order, emails1/6/2014 387 T.Ellis 1 290 $290.00 Review Torres Opinion and Order, emails1/7/2014 169 A.Kochanowski 0.5 765 $382.50 Review Hoyt order re experts; discuss internally1/7/2014 169 A.Kochanowski 5.3 765 $4,054.50 Finalize research re arbitration and review TE work re same1/7/2014 190 L.Young 1.3 735 $955.50

Review order granting Plaintiff's Motions to Strike portions of Defendants' expert reports; f/u conversation with TRE, AK and K.Hosmer re same; conversation with JJT and AK re arbitration clause issues and the Supreme Court's decision in Italian Colors


16

Date Tkpr# Tkpr Hours Rate Lodestar Narrative1/7/2014 377 J.Thompson 0.4 735 $294.00 Review order on motions in limine; discuss with TE1/8/2014 169 A.Kochanowski 4 765 $3,060.00 Prep work re potential trial; update 5th circuit RICO law; continue to research arbitration issue raised in motion1/8/2014 387 T.Ellis 0.1 290 $29.00 Torres email

1/13/2014 169 A.Kochanowski 1.4 765 $1,071.00 Receipt and review order re class cert; discussion internally re same; t/c w/ MP re same1/13/2014 190 L.Young 1.2 735 $882.00 Review Judge Hoyt's class certification decision; emails to/from co-counsel re same1/13/2014 387 T.Ellis 1.5 290 $435.00 Reviewed judge's order, talked to AK, drafted blog post, e-mails1/14/2014 169 A.Kochanowski 3.5 765 $2,677.50 Discussions re class decision; review of remaining work; notice issues1/14/2014 190 L.Young 0.8 735 $588.00 Meeting with AK re Judge Hoyt's class certification decision; class notice strategy, and potential rule 23(f) issues; download and

forward copies of sample class notices to co-counsel; review TRE's blog post1/14/2014 387 T.Ellis 0.3 290 $87.00 Revised blog post, talked with AK, LY about judge's order1/22/2014 190 L.Young 1.4 735 $1,029.00 Review proposed trial schedule from M.Prebeg; review draft of second amended JPA; email to AK with additional suggestions for

JPA; emails to/from co-counsel re scheduling and Rule 23(f) issues1/22/2014 387 T.Ellis 0.5 290 $145.00 Reviewed Defendant's Response to Motion to Strike1/26/2014 169 A.Kochanowski 1.6 765 $1,224.00 Work on proposed notice and associated forms1/27/2014 387 T.Ellis 1 290 $290.00 Meet with AK about appeal notice, reviewed appellate rules to determine time to respond to petition for appeal1/28/2014 190 L.Young 2.3 735 $1,690.50

Review Defendants' Rule 23(f) petition and the Direct Selling Association's request for leave to file an amicus brief in support of Defendants' petition; review letter from M.Prebeg to defense counsel with attached draft form class notice; conference with AK re Rule 23(f) response; download and analyze Judge Thomas' analysis of the reliance issue in Bridge

1/28/2014 377 J.Thompson 0.5 735 $367.50 Discuss Rule 23(f) appeal issues with AK1/29/2014 387 T.Ellis 0.1 290 $29.00 Draft e-mails re scheduling1/30/2014 169 A.Kochanowski 3.5 765 $2,677.50 Receipt and review motion for immediate stay; discussions re same; look at case law cited; strategy re response1/30/2014 387 T.Ellis 0.1 290 $29.00 Email with counsel1/31/2014 169 A.Kochanowski 1 765 $765.00 Review reply brief re arbitration issue1/31/2014 387 T.Ellis 0.2 290 $58.00 Draft e-mails re scheduling

2/3/2014 190 L.Young 0.7 735 $514.50 Conference with AK re Rule 23(f) strategy and Goldstein's willingness to help with the appeal2/4/2014 169 A.Kochanowski 1.2 765 $918.00 Review orders for stay and re arbitration issue; internal discussions re same2/5/2014 169 A.Kochanowski 1 765 $765.00 Motion for entry of order, final review2/5/2014 169 A.Kochanowski 1 765 $765.00 Review DSA brief2/5/2014 169 A.Kochanowski 3.7 765 $2,830.50 Confer w MP re notice and trial schedule matters; discussions internally re staffing; continue various prep work assuming trial

schedule adopted2/6/2014 169 A.Kochanowski 2.5 765 $1,912.50 Review order for expedited response from Hoyt; work on response2/6/2014 169 A.Kochanowski 4 765 $3,060.00 Response to petition to appeal2/7/2014 169 A.Kochanowski 1.6 765 $1,224.00 Work on response continued; receipt and review Hoyt order re arbitration issue2/9/2014 190 L.Young 1.3 735 $955.50 Review Plaintiff's response to Defendants' Rule 23(f) petition

2/10/2014 169 A.Kochanowski 0.2 765 $153.00 Receipt and review Hoyt order re notice2/10/2014 169 A.Kochanowski 2 765 $1,530.00 Work on stay issues2/10/2014 190 L.Young 0.8 735 $588.00 Conference with AK re Rule 23(f) strategy, and injecting more of the analysis from Bridge into Plaintiffs' response to the DMI and

Chamber of Commerce's amicus briefs2/10/2014 579 D.Ward 2 160 $320.00 Prepare, format and e-file Pls' Ex-Parte Motion to Withdraw LRM & KHM as counsel2/11/2014 169 A.Kochanowski 1 765 $765.00 Work re agreed motion to stay various schedules; t/c w/Hurst re same2/11/2014 387 T.Ellis 1.5 290 $435.00 Read Chamber Amicus brief2/18/2014 169 A.Kochanowski 1.5 765 $1,147.50 Review case law re stay matters; work w/Brent and Matt re same2/20/2014 169 A.Kochanowski 3.8 765 $2,907.00 Receipt and review responses from Defendants re trial schedule; work on reply re same2/21/2014 190 L.Young 1.2 735 $882.00 Review Order granting Plaintiff's proposed form of class notice and authorizing mailing of same; emails to/from co-counsel re

notice issues


17

Date Tkpr# Tkpr Hours Rate Lodestar Narrative2/21/2014 387 T.Ellis 0.8 290 $232.00 Reviewed order from the court, discussion with AK about serving pendency notice, reviewed motion for notice, e-mails from

vendor and requested updated quote from vendor2/25/2014 169 A.Kochanowski 2.5 765 $1,912.50 Work with BC re response, continue to work re potential trial schedule; confer w experts re class issues

3/3/2014 169 A.Kochanowski 1.2 765 $918.00 Notice of scheduling order; notice from 5th circuit; discussions internally re same3/3/2014 377 J.Thompson 0.5 735 $367.50 Speak with LY about the class notice issues; discuss same with AK3/3/2014 387 T.Ellis 0.3 290 $87.00 Reviewed orders from court re: trial setting and mediation; notice from Defendant of 5th Cir Decision on motion to stay

proceedings 3/3/2014 579 D.Ward 2.5 160 $400.00 Format and e-file Pls' Ex-Parte Motion Removing Scott Clearman as Class Counsel; assemble exhibits3/4/2014 190 L.Young 0.7 735 $514.50

Review Judge Hoyt's order denying Defendants' motion to stay, and setting mediation and trial dates; review Fifth Circuit order staying proceedings in the district court; conference with AK re class notice issues and GA arbitration class options

3/5/2014 169 A.Kochanowski 1 765 $765.00 Review DSA materials 5th circuit3/5/2014 169 A.Kochanowski 1 765 $765.00 Review notice from 5th Circuit; discussions re same3/9/2014 169 A.Kochanowski 2 765 $1,530.00 T/C w/MP re 5th circuit, appeal lawyers and associated issues; t/c with various re 5th circuit potential appeal

3/12/2014 387 T.Ellis 0.3 290 $87.00 Read court order RE: appeal3/14/2014 169 A.Kochanowski 1.3 765 $994.50 Notice from 5th circuit re appeal; strategy conference re same3/15/2014 169 A.Kochanowski 3.6 765 $2,754.00 Review authority cited by DSA; review 5th Circuit precedent re RICO; work on personnel re appeal3/19/2014 190 L.Young 0.9 735 $661.50

Conference with AK and TRE re Rule 23(f) appeal issues, Goldstein retention and meeting with G.Davis to locate a Georgia ISA3/19/2014 387 T.Ellis 0.3 290 $87.00 Strategy meeting and discussion with LY, JJT, AK, AM re: Torres lessons and next steps3/19/2014 388 A.Marino 0.2 290 $58.00 Meeting with LY, JT, TE, AK on case progress, various legal issues 3/22/2014 169 A.Kochanowski 1 765 $765.00 T/C with various re potential appeal appearance3/25/2014 190 L.Young 0.3 735 $220.50 Review web inquiries from two stream-ignite class members; forward same to TRE for intake; emails to AK and D.Ward to advise

of same3/25/2014 387 T.Ellis 0.4 290 $116.00 Followed up with potential new clients from web intakes

4/8/2014 169 A.Kochanowski 0.3 765 $229.50 Receipt briefing schedule4/14/2014 169 A.Kochanowski 1 765 $765.00 Work in connection with personnel for appeal; t/c with various re same5/12/2014 169 A.Kochanowski 1.5 765 $1,147.50 Confer with potential Supreme Court counsel re appeal; work with co-counsel re contingency issues5/23/2014 169 A.Kochanowski 0.3 765 $229.50 Motion to extend (unopposed)5/24/2014 169 A.Kochanowski 2.4 765 $1,836.00 Continue work on appellate counsel; research 5th circuit law and composition of court5/26/2014 169 A.Kochanowski 1 765 $765.00 Confer with Texas counsel re suggested appearance

6/5/2014 169 A.Kochanowski 1 765 $765.00 Discussions w/GR re appeal6/8/2014 169 A.Kochanowski 1 765 $765.00 Work with co-counsel re GR

6/27/2014 169 A.Kochanowski 2.4 765 $1,836.00 Finalize matters w/GR; miscellaneous re appeal7/18/2014 169 A.Kochanowski 1.5 765 $1,147.50 Receipt and review appellants’ brief7/26/2014 169 A.Kochanowski 1.5 765 $1,147.50 Review amici briefs

8/2/2014 169 A.Kochanowski 7.5 765 $5,737.50Go through and supply GR with various requested materials; review case law Sandwich Chef; research scheme liability issues

8/3/2014 169 A.Kochanowski 6.6 765 $5,049.00 Review transcripts for various detail re facts; continue scheme liability research8/7/2014 190 L.Young 0.8 735 $588.00 Conference with JJT re class settlement and administration options8/8/2014 169 A.Kochanowski 1 765 $765.00 T/C w/co-counsel re direction of appellate response

9/12/2014 387 T.Ellis 0.5 290 $145.00 Reviewed communications from outside attorney, researched attorney; e-mails with co-counsel9/15/2014 169 A.Kochanowski 2 765 $1,530.00 Work on various issues raised by GR; collect additional information for GR from underlying record

10/12/2014 169 A.Kochanowski 6 765 $4,590.00 Review draft; suggested language; review new case law provide commentary re direction of response brief10/13/2014 169 A.Kochanowski 2 765 $1,530.00 Continue work w/GR re brief, provide comment10/14/2014 190 L.Young 0.4 735 $294.00 Conference with AK re Plaintiffs' recent filing in the 5th Circuit and Avon's withdraw from the DSSA10/16/2014 169 A.Kochanowski 2 765 $1,530.00 Review our amicus briefs/t/c/ re same


18

Date Tkpr# Tkpr Hours Rate Lodestar Narrative10/20/2014 169 A.Kochanowski 1 765 $765.00 Review response brief10/30/2014 169 A.Kochanowski 1 765 $765.00 Review reply brief

1/30/2015 596 S.Rickard 4 230 $920.00 Review case materials and documents to prepare for 5th Circuit oral argument2/2/2015 169 A.Kochanowski 5 765 $3,825.00 Meeting with Eric Citron, Matt Prebeg, Chris Faucett and Brent Caldwell re: preparation for oral argument2/2/2015 596 S.Rickard 12 230 $2,760.00 Travel - Detroit to New Orleans Meet with team to discuss oral argument strategy/mock trial 2/3/2015 169 A.Kochanowski 4 765 $3,060.00 Continue discussions post-oral argument with Eric Citron, et al2/3/2015 169 A.Kochanowski 3 765 $2,295.00 Attend oral argument2/3/2015 596 S.Rickard 7 230 $1,610.00 Attend oral argument in the 5th Cir COA Meet with team to discuss the argument and review strategy for letter brief required by

the court 2/4/2015 596 S.Rickard 8 230 $1,840.00 Travel - New Orleans to Detroit 2/6/2015 190 L.Young 0.5 735 $367.50 Meeting with AK re impressions of Defendant's positions at oral argument before the 5th Circuit2/7/2015 169 A.Kochanowski 2 765 $1,530.00 Research/writing re: additional letter requested by appeals panel2/8/2015 169 A.Kochanowski 2 765 $1,530.00 Continue research/writing re: additional letter requested by appeals panel2/9/2015 190 L.Young 1.3 735 $955.50 Meeting with S.Rickard to debrief from the 5th Cir. oral argument; listen to recording of same2/9/2015 596 S.Rickard 1 230 $230.00 Listen to oral argument recording and note cite references for specific argument issues Review letter brief 4/9/2015 190 L.Young 0.6 735 $441.00 Conference with AK re status and expectation that the Fifth Circuit may remand the case with instructions to perform additional

fact finding5/22/2015 190 L.Young 0.5 735 $367.50 Conference with AK re Scott Clearman's filing of a second/duplicative class action case in Austin and related conflict and

disqualification issues5/26/2015 190 L.Young 0.7 735 $514.50 Review motion to disqualify Scott Clearman as co class counsel

6/1/2015 190 L.Young 0.8 735 $588.00 Review Fifth Circuit order allowing the pending motions to be briefed in the district court but not decided; conference with AK re same

6/5/2015 169 A.Kochanowski 1 765 $765.00 Review Scott Clearman's Motion for Contempt; call with Matt Prebeg6/6/2015 169 A.Kochanowski 4 765 $3,060.00 Begin research and draft of response to Clearman's Motion for Contempt6/8/2015 169 A.Kochanowski 2 765 $1,530.00 Continue drafting response to Clearman's Motion for Contempt6/9/2015 169 A.Kochanowski 1 765 $765.00 Finalize and file response to Clearman's Motion for Contempt

8/26/2015 596 S.Rickard 0.5 230 $115.00 T/C with Brandon LoVerde re his involvement with Stream and amounts invested and lost Note to file 10/18/2015 190 L.Young 1.3 735 $955.50 Review Opinion of the Fifth Circuit Reversing Class Certification and the accompanying Dissent; outline issues that might be worth

trying to appeal to the SCOTUS10/23/2015 190 L.Young 4.9 735 $3,601.50 Conference with AK re En Banc Appeal issues; research en banc application process and procedures and look for statistics

regarding acceptance of issues for en banc review10/24/2015 190 L.Young 8 735 $5,880.00

Continue en banc related legal research; conference with AK re the Goldstein firm's willingness to move for en banc review11/12/2015 169 A.Kochanowski 2 765 $1,530.00 Review draft of petition for rehearing en banc11/16/2015 169 A.Kochanowski 2 765 $1,530.00 Review draft of petition for rehearing en banc; telephone call with Eric Citron re: same11/19/2015 169 A.Kochanowski 1.5 765 $1,147.50 Review draft of petition for rehearing en banc; call with Eric Citron, et al re: same11/20/2015 169 A.Kochanowski 2 765 $1,530.00 Call with Matt Prebeg, et al re: petition for rehearing; review, revise and research for same

3/14/2016 377 J.Thompson 0.4 735 $294.00 Discuss various issues with AK about case, class cert and damages3/15/2016 190 L.Young 0.4 735 $294.00 Conference with AK re the Fifth Circuit's acceptance of Plaintiff's en banc petition and related class certification strategy moving

forward3/16/2016 169 A.Kochanowski 2 765 $1,530.00 Teleconference with co-counsel3/30/2016 169 A.Kochanowski 1.5 765 $1,147.50 Teleconference with co-counsel4/28/2016 169 A.Kochanowski 5 765 $3,825.00 Begin work on en banc brief4/29/2016 169 A.Kochanowski 1 765 $765.00 Teleconference with co-counsel

5/2/2016 169 A.Kochanowski 7 765 $5,355.00 Work on en banc brief5/5/2016 169 A.Kochanowski 6 765 $4,590.00 Work on en banc brief5/6/2016 169 A.Kochanowski 7 765 $5,355.00 Work on en banc brief


19

Date Tkpr# Tkpr Hours Rate Lodestar Narrative5/9/2016 169 A.Kochanowski 4 765 $3,060.00 Final review of en banc brief; file en banc brief

5/24/2016 169 A.Kochanowski 4 765 $3,060.00 Flight to New Orleans for hearing5/25/2016 169 A.Kochanowski 4 765 $3,060.00 Attend en banc hearing; meeting with co-counsel5/25/2016 169 A.Kochanowski 4 765 $3,060.00 Flight to Detroit10/3/2016 190 L.Young 1.8 735 $1,323.00 Conference with AK re the Fifth Circuit's en banc decision and related SJ and trial issues; download and review copy of the

decision; email to JJT, ALM, RMJ, KJS and JLY explaining the importance of the Fifth Circuit's ruling10/4/2016 190 L.Young 0.8 735 $588.00 Review defense counsel's statements in Law360; email to AK suggesting motion for protective order to prevent defendant from

contacting absent class members to obtain happy camper affidavits; review Blue Cross MDL docket for copies of the ACM papers and decision filed in that case and related legal research for the Fifth Circuit

10/5/2016 190 L.Young 0.6 735 $441.00 Conference with AK re class notice motion and related issues; email to AK attaching copy of B.Wanca's notice motion from Compressors

10/5/2016 377 J.Thompson 0.5 735 $367.50 Discuss effect of 5th Cir decision on case with LY11/18/2016 169 A.Kochanowski 1 765 $765.00 Call with co-counsel

12/1/2016 190 L.Young 0.4 735 $294.00 Conference with AK and JJT re class notice and other pressing issues to take up as soon as the Fifth Circuit remands the file next week; emails to/from WV re appearances and pro hacs

12/2/2016 169 A.Kochanowski 1 765 $765.00 Call with co-counsel12/2/2016 377 J.Thompson 1 735 $735.00 Group call to prepare for post mandate work12/2/2016 377 J.Thompson 0.7 735 $514.50 Read and revise letter requesting Rule 16 conference12/5/2016 190 L.Young 1.4 735 $1,029.00 Review Court's previous order approving the form of class notice and the pending motion to remove Scott Clearman as co-class

counsel; review and edit draft of AK's status letter to defense call requesting status conference following the remand from the Fifth Circuit

12/5/2016 190 L.Young 1.2 735 $882.00Strategy call with co-counsel re class issues following remand, including death/substitution of the named plaintiff; removal of Scott Clearman as co-class counsel; potential standing issues; concerns with the present confidentiality order, class notice update, and compelling a list of current names and addresses from Defendant to facilitate the class notice

12/14/2016 190 L.Young 1.6 735 $1,176.00Review proposed litigation funding agreement; conferences with JJT, AK and JHB re same and potential pros and cons of same

12/14/2016 377 J.Thompson 2 735 $1,470.00 Review, edit and discuss funding agreement12/16/2016 190 L.Young 1.5 735 $1,102.50 Follow up meeting with AK and JJT to discuss the trade offs and risks of entering into a litigation funding arrangment with the case

on appeal12/16/2016 377 J.Thompson 1.5 735 $1,102.50 Meeting on funding with LY and AK; review agreement

1/1/2017 377 J.Thompson 0.7 735 $514.50 Review motion to remove Clearman10/13/2017 169 A.Kochanowski 0.5 765 $382.50 Review denial of writ10/13/2017 169 A.Kochanowski 0.5 765 $382.50 Review mandate rules 5th Circuit, T/C re mandate10/15/2017 169 A.Kochanowski 1 765 $765.00 Issues with successor representative, T/C w/ co-counsel; database issues, discuss with SLR re re-opening10/16/2017 169 A.Kochanowski 1.5 765 $1,147.50

Review local rules and proposed class notice; T/C w Clearman re his version of class notice; T/C w/ co-counsel re same10/17/2017 169 A.Kochanowski 2 765 $1,530.00 Review statement re Robison’s death; database issues; class notice issues quotes and work on number of claimants from existing

database10/24/2017 190 L.Young 0.6 735 $441.00 Review mandate from the 5th Circuit, Defendant's summary judgment motion and motion to stay mailing of the class notice and

Judge Hoyt's briefing and status conference notices10/24/2017 596 S.Rickard 0.8 285 $228.00 Review Kerrigan opinions for securities preemption issue Emails to Brent and Adam Swick re PSLRA preemption 10/25/2017 169 A.Kochanowski 0.5 765 $382.50 Review motion to substitute estate10/26/2017 169 A.Kochanowski 1.5 765 $1,147.50 Review mandate and discuss internally staffing and next steps; review motion and Clearman revise to class notice; review Rule 23

notice requirements10/26/2017 169 A.Kochanowski 1.5 765 $1,147.50 Review motion to stay notice; begin response


20


Conference with AK re Plaintiffs' response to Defendant's SJ motion and their likely appeal strategy to hold the case in limbo10/27/2017 169 A.Kochanowski 3.5 765 $2,677.50 Obtain order for expedited response; work on response; review PSLRA issues raised10/27/2017 377 J.Thompson 0.2 735 $147.00 Review costs and email re same10/28/2017 169 A.Kochanowski 3 765 $2,295.00

Research PSLRA issues and review case file for waiver of issue argument; T/C w co-counsel re same; discuss w LY internally10/30/2017 169 A.Kochanowski 4 765 $3,060.00 Write sections to response on judgment on pleadings; research 5th circuit waiver case law10/30/2017 190 L.Young 1.1 735 $808.50 Conference with AK re class notice administrators and the class notice administration process

11/5/2017 169 A.Kochanowski 7 765 $5,355.00 Continue response brief judgment on pleadings; detailed review and extracts from case file and review early 5th Circuit arbitration appeal for waiver

11/6/2017 169 A.Kochanowski 2.4 765 $1,836.00 Obtain notice quotes; research into recent case law re electronic notice requirements11/12/2017 169 A.Kochanowski 8 765 $6,120.00

Obtain draft from Caldwell re response; re-draft certain portions re waiver and other laches principles; review IA agreement and various deposition testimony concerning work issues relevant to PSLRA argument and incorporate same

11/16/2017 169 A.Kochanowski 5 765 $3,825.00 Continue review depositions; review expert reports Anne Coughlin re PSLRA issues and admissions made against that issue by Defendants; incorporate same into response

11/17/2017 579 D.Ward 5 170 $850.00 Format, code brief and e-file Pls' Response to Defs' Motion for judgment on the Pleadings; assemble exhibits11/17/2017 596 S.Rickard 0.4 285 $114.00 Review e-filings for district court case to find appeal case number and pull Appellees' Brief from Pacer (1st Appeal) re arbitration

issue Email to AK 11/20/2017 169 A.Kochanowski 4 765 $3,060.00 Finalize response brief and incorporate additional citations from record11/21/2017 190 L.Young 2.2 735 $1,617.00 Review draft of Plaintiff's Third Amended Complaint; email edits to AK and S.Rickard11/22/2017 169 A.Kochanowski 7 765 $5,355.00

Review TAC with substitution language; T/C w co-counsel; work on potential trial issues in light of PSLRA based motion; obtain jury instructions and work on internal database to organize; research into Stream’s current structure on website

11/23/2017 169 A.Kochanowski 3.4 765 $2,601.00 Work on Clearman issues; follow Griggs and revisit issue of class counsel in light of conflict; T/C w new counsel re various Clearman issues

11/29/2017 169 A.Kochanowski 5 765 $3,825.00 Review order denying m/judgment; continue work on bringing case up from hibernation and ready for class notice; put together email notice case law and confirm availability of email addresses

11/29/2017 169 A.Kochanowski 0.7 765 $535.50 Review Def’s reply brief m/judgment11/29/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries11/30/2017 169 A.Kochanowski 0.5 765 $382.50 Review Def’s m/reconsideration; look up response rules re same11/30/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries

12/1/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries12/2/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries12/3/2017 605 ICA-1 8 135 $1,080.00 Work on deposition summaries12/4/2017 605 ICA-1 2.5 135 $337.50 Work on deposition summaries12/7/2017 169 A.Kochanowski 0.3 765 $229.50 Review order denying m/reconsider12/7/2017 169 A.Kochanowski 1.6 765 $1,224.00 Continue class notice issues; review quotes and forward same; T/C re strategy w co-counsel; review witness and evidence lists and

collect all electronic productions and check for accuracy; T/C w Nextpoint and co-counsel12/15/2017 169 A.Kochanowski 3.5 765 $2,677.50 Continue trial review12/16/2017 169 A.Kochanowski 0.7 765 $535.50 Discuss pyramid scheme potential retention with expert re trial12/17/2017 169 A.Kochanowski 6 765 $4,590.00 Re-read various depositions and consolidated financial statements12/27/2017 169 A.Kochanowski 1.4 765 $1,071.00 Review Def’s motion to certify; formulate response thereto

1/4/2018 169 A.Kochanowski 1.5 765 $1,147.50 Def’s motion to certify; response to motion; T/C w co-counsel re same1/4/2018 605 ICA-1 8 135 $1,080.00 Work on deposition summaries1/5/2018 169 A.Kochanowski 2 765 $1,530.00 Work on notice issues; Clearman issues and co-counsel status; response to Def’s motion1/5/2018 190 L.Young 0.7 735 $514.50 Review Plaintiffs' Response and Defendant's Reply to Defendant's Motion to Certify Order for Immediate Appeal


21

Date Tkpr# Tkpr Hours Rate Lodestar Narrative1/5/2018 605 ICA-1 8 136 $1,088.00 Work on deposition summaries1/6/2018 605 ICA-1 8 137 $1,096.00 Work on deposition summaries1/7/2018 605 ICA-1 8 138 $1,104.00 Work on deposition summaries1/8/2018 169 A.Kochanowski 2.4 765 $1,836.00

Review order denying certification; continue analysis of financials and Stream website; discuss issues w/expert; T/C w/co-counsel1/8/2018 169 A.Kochanowski 3 765 $2,295.00 Work on staffing and update 5th circuit and other federal pyramid scheme issues since 20151/8/2018 190 L.Young 0.2 735 $147.00 Review Order Denying Defendant's Motion to Certify Order for Immediate Appeal1/8/2018 190 L.Young 2.3 735 $1,690.50 Edit draft of Plaintiffs' proposed form of class notice; email to AK and S.Rickard outlining suggested changes1/8/2018 190 L.Young 0.2 735 $147.00 Review Order denying Defendant's motion to certify question for immediate appellate review1/8/2018 605 ICA-1 8 139 $1,112.00 Work on deposition summaries1/9/2018 169 A.Kochanowski 4 765 $3,060.00 Trial prep and continue internal database document review; analyze arbitration issues raised by certification order in light of

Griggs decision1/9/2018 605 ICA-1 8 140 $1,120.00 Work on deposition summaries

1/10/2018 190 L.Young 0.7 735 $514.50 Email to S.Rickard attaching FLSA cases were email notice was recently approved and related file analysis and legal research; email to AK re Supreme Court's standing rule that notice be made by the best means practical, which has typically meant first class US mail

1/10/2018 596 S.Rickard 3.8 285 $1,083.00 Research cases to support proposition that class notice can be distributed via email Draft section paragraphs for motion re class notice and email to AK

1/10/2018 605 ICA-1 8 141 $1,128.00 Work on deposition summaries1/11/2018 169 A.Kochanowski 2.6 765 $1,989.00

Review m/compel discovery; review facts; T/C w co-counsel re same; continue Stream research re disappearance of Ignite1/11/2018 190 L.Young 1.3 735 $955.50 Edit draft of Plaintiff's Motion to Compel Discovery for SJ and Trial preparation1/11/2018 605 ICA-1 6.5 142 $923.00 Finish deposition summaries1/12/2018 169 A.Kochanowski 1.8 765 $1,377.00 Revise motions re discovery and notice; various T/C re same1/14/2018 169 A.Kochanowski 1 765 $765.00 Various co-counsel meetings re class cert issues; confer internally w LCY re same1/14/2018 190 L.Young 0.5 735 $367.50 Conference with AK re notice strategy1/15/2018 169 A.Kochanowski 1.5 765 $1,147.50 Revise and file m/approve class notice; work on scheduling issues1/15/2018 190 L.Young 1.9 735 $1,396.50 Edit and revise proposed class notice1/15/2018 190 L.Young 0.7 735 $514.50 Review Clearman's Motion to Approve Form of Class Notice1/17/2018 377 J.Thompson 0.8 735 $588.00 Research list of mediators for AK1/18/2018 169 A.Kochanowski 0.6 765 $459.00 T/C w/ court re scheduling1/18/2018 169 A.Kochanowski 2 765 $1,530.00 Work in connection w/trial; review rep’s depositions1/19/2018 169 A.Kochanowski 4.5 765 $3,442.50 Review Ct order granting/denying discovery issues; continue work on potential trial issues; analyze new database produced by

Defs1/19/2018 190 L.Young 0.1 735 $73.50 Review Order setting August trial date; email to JJT and KJS re same1/19/2018 190 L.Young 5.4 735 $3,969.00 Review Order allowing supplemental discovery for trial; conference with AK re discovery plan and gaps we need to fill; review file

memos and deposition summaries to get up to speed1/23/2018 190 L.Young 0.3 735 $220.50 Conference with S.Rickard re mediator availability and time needed to prepare an adequate mediation statement1/23/2018 596 S.Rickard 3.3 285 $940.50

Call proposed mediators' offices for rates and availability (Alvin Zimmerman, Murray Fogler, Bill Baten, Jeff Kaplan, Layn Phillips, and Gary McGowan) Compile list of mediators, locations, rates, and availability and email to AK and Matt Revise list and circulate to plaintiffs' counsel Get okay from plaintiffs' counsel and circulate list to defense counsel

1/27/2018 169 A.Kochanowski 5.6 765 $4,284.00 Work on proposed trial schedule; review local rules; continue pre-trial checklist work1/27/2018 169 A.Kochanowski 1 765 $765.00 Work relating to reply brief1/30/2018 169 A.Kochanowski 0.5 765 $382.50 Notice issues and cost involved; T/C relating to same1/30/2018 579 D.Ward 0.8 170 $136.00 Draft and e-file Pls' Withdrawal Without Prejudice of Doc 203 (ex-parte motion to remove Clearman)


22


Review Order Granting Plaintiffs' Motion Authorizing Class Notice; email from AK re Defendant's proposed mediation timeline2/2/2018 169 A.Kochanowski 0.3 765 $229.50 Review order granting class issue notice2/2/2018 169 A.Kochanowski 0.5 765 $382.50 T/C w co-counsel re potential settlement2/5/2018 169 A.Kochanowski 1 765 $765.00 Work re potential mediators2/5/2018 190 L.Young 0.8 735 $588.00

Emails to/from AK re Torres settlement issues; follow up meeting with AK to discuss Plaintiffs' initial demand and bottom line2/10/2018 169 A.Kochanowski 3 765 $2,295.00

Continue review financials and analysis in connection with potential mediation; T/C w co-counsel re potential mediators2/10/2018 190 L.Young 3.3 735 $2,425.50 Continue review and analysis of discovery record for pretrial prep and mediation2/11/2018 190 L.Young 2.7 735 $1,984.50 Continue review and analysis of discovery record for pretrial prep and mediation2/12/2018 190 L.Young 4 735 $2,940.00 Continue review and analysis of discovery record for pretrial prep and mediation2/14/2018 190 L.Young 0.1 735 $73.50

Review Stipulation agreeing to correct class notice and extend notice deadlines to permit the parties' to mediate their claims2/15/2018 190 L.Young 0.1 735 $73.50 Review Order granting the parties' stipulation to amend the class notice and notice deadlines2/18/2018 169 A.Kochanowski 3.5 765 $2,677.50 Work on mediation statement2/18/2018 190 L.Young 1.3 735 $955.50 Review outline and working draft of Plaintiffs' mediation statement; conferences with AK re same2/19/2018 169 A.Kochanowski 3.5 765 $2,677.50 T/C w co-counsel re mediation; work on mediation2/19/2018 190 L.Young 0.7 735 $514.50 Review SJ opinion from the Ambit Energy case2/21/2018 190 L.Young 0.3 735 $220.50 File transition meeting with S.Rickard2/22/2018 190 L.Young 0.5 735 $367.50 Conference with AK re settlement options and considerations; follow up call with AK and M.Prebeg re same2/25/2018 169 A.Kochanowski 7 765 $5,355.00 Go to Houston; meet w/ co-counsel re mediation2/26/2018 169 A.Kochanowski 10 765 $7,650.00 Mediation and MOU2/26/2018 190 L.Young 0.1 735 $73.50 Email from AK re mediation progress2/26/2018 190 L.Young 0.7 735 $514.50

Call from AK re mediation and progress and related settlement issues; follow up call with AK and M.Prebeg re Defendant's offered claims made settlement approach; emails to/from AK, JJT and KJS re settlement value and timing of settlement paperwork

2/27/2018 169 A.Kochanowski 4.5 765 $3,442.50 Travel to Detroit from mediation2/27/2018 190 L.Young 0.6 735 $441.00 Review, assemble, and forward copies of the Herbalife settlement papers to M.Prebeg; emails to/from AK and Matt re CAFA

notice requirements and timing2/27/2018 190 L.Young 0.6 735 $441.00 Emails to/from AK, M.Prebeg and J.Burnett re settlement briefing and preliminary approval standards; review High Sulfur Content

Gasoline decision circulated by AK3/2/2018 169 A.Kochanowski 2.7 765 $2,065.50 Obtain settlement agreement draft; work on draft; T/C w co-counsel re same 3/2/2018 169 A.Kochanowski 1.5 765 $1,147.50 Work on settlement agreement and notice; conferences w LCY and co-counsel re same3/2/2018 190 L.Young 0.9 735 $661.50 Conference with AK re settlement terms, timeline and list of unresolved issues; review copy of the parties' term sheet and

settlement outline3/5/2018 169 A.Kochanowski 2 765 $1,530.00 Begin putting together preliminary approval checklist and forms3/6/2018 190 L.Young 2.2 735 $1,617.00 Review and edit Defendant's drafts of the Settlement Agreement, Class Notice and Claim Form; emails to/from co-counsel re

same3/7/2018 190 L.Young 1.6 735 $1,176.00 Call with AK, M.Prebeg and J.Burnett to work through everyone's edits and comments on the draft Settlement Agreement and

Notice3/7/2018 190 L.Young 1.3 735 $955.50

Review and edit revised drafts of the settlement agreement and supporting papers; emails to/from co-counsel re same3/8/2018 190 L.Young 2.9 735 $2,131.50

Conference with AK re settlement paperwork and items which still need to be discussed with defense counsel; edit and revise drafts of the Class Notice and Cash Option Election Form; email to co-counsel detailing remaining issues

3/10/2018 169 A.Kochanowski 2 765 $1,530.00 Continued work on drafts of agreement


23

Date Tkpr# Tkpr Hours Rate Lodestar Narrative3/10/2018 190 L.Young 1.1 735 $808.50 Further review and editing of settlement paperwork; review redlined changes proposed by Clearman and defense counsel; emails

to/from AK, M.Prebeg and R.Burnett re same3/12/2018 190 L.Young 4.3 735 $3,160.50 Research 5th Circuit class settlement and notice standards3/15/2018 169 A.Kochanowski 2 765 $1,530.00 Review and draft settlement agreement3/15/2018 190 L.Young 0.2 735 $147.00 Review string of Clearman threats and rants; emails to/from AK re joint vs separate fee petitions3/18/2018 169 A.Kochanowski 4 765 $3,060.00 Deal with co-counsel drafts; T/C re same; revise and research 5th Circuit reasonableness standards3/20/2018 169 A.Kochanowski 2.5 765 $1,912.50 Continue settlement drafting3/20/2018 169 A.Kochanowski 6 765 $4,590.00 Research re Clearman suggestions and draft motion re same3/20/2018 190 L.Young 1.7 735 $1,249.50 Continue 5th Circuit research on settlement criteria and approval process; email to AK with relevant sections of Newberg along

with copies of the key 5th Circuit cases3/21/2018 169 A.Kochanowski 1 765 $765.00 T/C re settlement3/21/2018 169 A.Kochanowski 3 765 $2,295.00 Work in connection w/settlement drafts 3/21/2018 190 L.Young 2.1 735 $1,543.50 Continue work on drafts of the settlement paperwork and related legal research and PACER review3/22/2018 190 L.Young 1.4 735 $1,029.00 Conference with AK Clearman's edits to the draft settlement agreement and retention of Paul Taylor to help value the settlement;

review Taylor's previous expert/damages report3/26/2018 169 A.Kochanowski 1.5 765 $1,147.50 Work revising settlement agreement, joint motion to approve3/27/2018 169 A.Kochanowski 0.8 765 $612.00 Receipt approval; T/C with co-counsel re next steps3/28/2018 190 L.Young 1.3 735 $955.50 Review Defendant's edits and changes to the latest draft of the Settlement Agreement, Notice and Election Form; meeting with

AK to discuss defense counsels' changes and their definition of "Defendants" vs "Released Parties" and their proposed non-release penalty clause

3/30/2018 169 A.Kochanowski 2.4 765 $1,836.00 Receipt Clearman motion re Georgia; research re same and status of approval as impacted by Georgia issue; check status of Griggs in COA

3/30/2018 190 L.Young 0.7 735 $514.50 Conference with AK and JJT re fee petition process and standards; follow up emails to/from co-counsel re same and whether to file one or separate coordinated petitions

3/30/2018 377 J.Thompson 0.7 735 $514.50 Review emails and discuss fee petition issues with LY and AK4/2/2018 190 L.Young 1.3 735 $955.50 Meeting with AK re Clearman's edits to draft settlement agreement and related preliminary approval issues; review redlined

settlement agreement with Scott's proposed edits4/3/2018 190 L.Young 0.5 735 $367.50 Conference with AK re preliminary approval issues and status of Paul Taylor's settlement valuation report4/9/2018 190 L.Young 0.6 735 $441.00

Conference with AK and JJT re Clearman's fee posturing and whether it presents a conflict that we need to raise with the Court4/9/2018 377 J.Thompson 0.6 735 $441.00 Conference with AK and LCY re Clearman's fee posturing

4/10/2018 190 L.Young 0.3 735 $220.50 Emails to/from co-counsel re potential bankrupT/Cy issues and revised language for the settlement agreement to protect against the possibility of same

4/11/2018 190 L.Young 2.4 735 $1,764.00 Work on drafts of the settlement agreement, notice and exclusion form and incorporate changes from co-counsel and defense counsel; conferences with AK and M.Prebeg re preliminary approval issues; email to A.LeGrand attaching plaintiffs' collective final edits to settlement papers

4/11/2018 190 L.Young 1.3 735 $955.50 Begin PACER review for 5th Cir RICO preliminary approval motions and orders4/12/2018 169 A.Kochanowski 2 765 $1,530.00 Revise various parts settlement agreement; T/C w co-counsel re same; emails to associate counsel re fees; review and revise

Clearman modifications4/14/2018 169 A.Kochanowski 1 765 $765.00 Revise settlement agreement; T/C w opposing counsel4/16/2018 169 A.Kochanowski 1 765 $765.00 Re-draft agreement; emails re same; Clearman changes unacceptable4/16/2018 190 L.Young 1.4 735 $1,029.00 Review defense counsel's edits to the settlement agreement and supporting papers; call to AK to discuss same4/16/2018 190 L.Young 7 735 $5,145.00 Outline issues and begin work on Plaintiffs' Motion for preliminary approval of the Settlement; begin researching SD Tex and 5th

Circuit approval standards4/17/2018 190 L.Young 5.3 735 $3,895.50

Continue work on initial draft of Plaintiffs' Motion for preliminary approval of the Settlement; download and incorporate holdings from the Court's and Fifth Circuit's previous class certification decisions; emails to/from co-counsel re preliminary approval issues


24

Date Tkpr# Tkpr Hours Rate Lodestar Narrative4/18/2018 169 A.Kochanowski 1 765 $765.00 Continue dealing with Clearman modifications to agreement4/19/2018 190 L.Young 0.5 735 $367.50 Conference with AK re status of Taylor's settlement valuation analysis and general defense of the settlement approach for the

preliminary approval motion and oral argument4/19/2018 190 L.Young 1.3 735 $955.50

Review and respond to S.Clearman's edits to the draft notice, preliminary approval order, election form and posT/Card4/19/2018 190 L.Young 0.4 735 $294.00

Review S.Clearman's edits to the draft final approval order and add J.Burnett's edits before sending to defense counsel4/19/2018 190 L.Young 0.3 735 $220.50 Emails to/from S.Clearman re his proposed language for the preliminary approval order "preliminarily granting" the fee amount;

review orders from Clearman in his previous Dimery and Walmart cases4/26/2018 190 L.Young 0.7 735 $514.50 Review S.Clearman's motion for leave to send notice to the Georgia opt outs; emails to/from defense counsel, AK and M.Prebeg

re the class' position re same4/30/2018 190 L.Young 0.4 735 $294.00 Edit draft of class counsel's response to Clearman's motion for notice to Georgia residents4/30/2018 190 L.Young 0.2 735 $147.00 Emails to/from M.Prebeg re Georgia class and related American Pipe tolling issues4/30/2018 584 D.Nichols 0.1 170 $17.00 E-mail from/to AK re filing of response to motion re notice to Georgians

5/1/2018 169 A.Kochanowski 1 765 $765.00 Draft response to Clearman Georgia motion5/1/2018 584 D.Nichols 0.6 170 $102.00 E-mail to/from AK re version to use for filing response to motion re notice to Georgians; finalize and format Response and e-file

with Court5/2/2018 169 A.Kochanowski 2.5 765 $1,912.50 T/C with co-counsel re Georgia; research law raised by alleged settlement5/4/2018 169 A.Kochanowski 1 765 $765.00 Receipt order from court re Clearman motion; T/C w opposing counsel re alleged agreement reached w/Clearman5/4/2018 190 L.Young 0.7 735 $514.50 Emails to/from M.Prebeg re limits of American Pipe tolling following decertification or denial of class certification; review cases

found by Matt's office5/6/2018 169 A.Kochanowski 1 765 $765.00 Continue research re issues raised by Georgia settlement; T/C and in-house confer re same5/7/2018 190 L.Young 1.4 735 $1,029.00

Review changes to the settlement documentation unilaterally made by Clearman and defense counsel; emails to/from co-counsel re potential issues with their inclusion of GA residents in the settlement after the Judge denied Clearman's motion to provide notice to these residents; review M.Prebeg's summary of their changes; conference with Matt re arbitration clause edits and extension of the timeline proposed by Clearman and defense counsel; edit draft of Matt's response to defense counsel

5/10/2018 190 L.Young 0.9 735 $661.50Review email chain discussing Clearman/GA settlement issues; call from AK re same and whether we should file a motion to raise the issue with Judge Hoyt; follow up conference call with M.Prebeg and AK re pros and cons of each approach

5/12/2018 169 A.Kochanowski 1.2 765 $918.00 Revise new agreement; discuss mediator to approve Georgia issues5/13/2018 169 A.Kochanowski 1 765 $765.00 Work re settlement and revisions to various appendixes5/14/2018 169 A.Kochanowski 2 765 $1,530.00 Work with Plante Moran re numbers for affidavit5/14/2018 190 L.Young 0.5 735 $367.50 Conference with AK re standing and jurisdictional concerns wrt to the inclusion of GA residents in the Settlement5/15/2018 190 L.Young 0.6 735 $441.00

Review AK's edits to the draft Settlement Agreement addressing GA add-on class; emails to/from co-counsel re same5/18/2018 190 L.Young 0.3 735 $220.50 Emails to/from co-counsel and R.Walters re GA settlement issues5/20/2018 169 A.Kochanowski 2 765 $1,530.00 Work re motion to approve; T/C/ with co-counsel re same; emails to co-counsel and clean up work re settlement5/21/2018 169 A.Kochanowski 0.4 765 $306.00 T/C with opposing counsel re settlement5/21/2018 190 L.Young 0.3 735 $220.50 Review AK's Georgia edits to the working draft of the settlement agreement; emails to/from co-counsel re same5/29/2018 190 L.Young 1.3 735 $955.50 Review further revised draft of the Settlement Agreement and related exhibits; emails to/from AK and J.Burnett re appeal issues

and timeframes6/4/2018 169 A.Kochanowski 0.5 765 $382.50 Emails re settlement

6/11/2018 190 L.Young 1.1 735 $808.50 Review M.Prebeg's edits to draft of the preliminary approval motion; review and edit draft of the accompanying supporting class counsel declaration; conference with AK re format and substance of P.Taylor's analysis

6/11/2018 190 L.Young 0.3 735 $220.50 Edit draft of Paul Taylor's expert declaration in support of the settlement


25


Review AK edits to preliminary approval motion and supporting declaration; emails to/from co-counsel re Taylor analysis6/15/2018 169 A.Kochanowski 1 765 $765.00 Revisions and review to new set of documents6/18/2018 169 A.Kochanowski 2 765 $1,530.00 Compare new agreement to old; work on motion to approve; deal with Clearman changes; emails re same6/18/2018 190 L.Young 1.3 735 $955.50 Incorporate edits from defense counsel into preliminary approval motion and draft of Paul Taylor's declaration; conference with

DAN re filing issues; emails to/from AK, M.Prebeg and S.Clearman re final brief edits and status of client signatures on the Settlement Agreement

6/18/2018 190 L.Young 0.4 735 $294.00 Review final draft of class counsel's supporting declaration for filing with the preliminary approval motion; emails to/from M.Prebeg re same

6/18/2018 190 L.Young 0.5 735 $367.50 Edit revised draft of Paul Taylor's declaration; emails to/from DAN re finalization of same6/18/2018 584 D.Nichols 0.5 170 $85.00 E-mail from/to AK re edits to Taylor Declaration, make edits and forward to Paul Taylor E-mails from LCY, co-counsel re further

edits requested by defense counsel6/19/2018 169 A.Kochanowski 3.5 765 $2,677.50 Draft affidavit; work with Paul Taylor re same6/20/2018 169 A.Kochanowski 2 765 $1,530.00 Revise motion for approval; work with expert re affidavit6/20/2018 190 L.Young 0.9 735 $661.50 Conference with AK re preliminary approval order issues and S.Clearman's proposed preliminary approval motion and approach;

emails to/from J.Burnett and M.Prebeg re filing considerations; emails to/from AK and defense counsel re whether to use the Taylor affidavit in support of the settlement or just the fee petition; work with DAN to finalize the preliminary approval filing and supporting exhibits

6/20/2018 584 D.Nichols 0.1 170 $17.00 Discussion with LCY re finalizing preliminary approval motion and supporting exhibits6/20/2018 584 D.Nichols 2 170 $340.00 E-mail from AK re final approval motion, office conference re same; finalize and format brief6/21/2018 190 L.Young 1.1 735 $808.50 Review revised draft of the preliminary approval motion incorporating S.Clearman's changes; emails to/from AK re same; review

AK's email to defense counsel expressing concern over Clearman's attempt to gloss over the inclusion of the GA IA's in the Settlement; follow up discussion with DAN re filing issues

6/21/2018 584 D.Nichols 0.1 170 $17.00 Discussion with LCY re filing issues6/22/2018 190 L.Young 0.7 735 $514.50 Meeting with DAN to finalize Plaintiffs' Motion for Preliminary Approval of the Settlement and select the correct/final versions of

each exhibit6/22/2018 584 D.Nichols 1.9 170 $323.00 Discussion with LCY re status of filing motion for preliminary approval E-mails from/to AK; format and finalize memorandum,

exhibits and proposed order; e-file same6/23/2018 169 A.Kochanowski 2.5 765 $1,912.50 Finalize everything for filing; various emails and conferences6/27/2018 190 L.Young 0.3 735 $220.50 Conference with AK re preliminary approval hearing issues6/28/2018 190 L.Young 0.4 735 $294.00 Review Order preliminarily approving the settlement; emails to/from co-counsel re timing of everyone's fee petition filings and

agenda and coverage for the final approval hearing; work with DAN to add the settlement calendar to everyone's Outlook calendar

6/28/2018 584 D.Nichols 0.1 170 $17.00 Discussion with LCY re settlement and calendar6/29/2018 190 L.Young 0.8 735 $588.00 Pull copies of recent fee motions and decisions in cases involving $30-50M class settlements; email to co-counsel proposing

separate petitions rather than one omnibus filing7/9/2018 190 L.Young 0.3 735 $220.50

Review email from S.Clearman requesting a meet and confer to discuss fee and cost reimbursement; conference with AK re same TOTALS 2,672.50 $578.65 $1,546,447.00


Exhibit A-2(c)


Juan Torres & Eugene Robison v. Stream-Ignite Sommers Schwartz, P.COne Towne Square, Suite 1700

Southfield, MI 48076EXPENSES

Date Exp Code Amount Narrative10/12/2012 110 $125.91 Air fare10/17/2012 495 $53.09 Publications & on line media10/19/2012 120 $9.10 Krista Hosmer10/19/2012 125 $40.31 Krista Hosmer10/26/2012 125 $20.52 Andrew Kochanowski10/26/2012 100 $4.09 Andrew Kochanowski10/30/2012 110 $59.31 Air fare10/30/2012 110 $114.46 Air fare11/20/2012 125 $41.38 Andrew Kochanowski12/11/2012 120 $75.00 Andrew Kochanowski12/11/2012 999 $282.96 Andrew Kochanowski12/13/2012 110 $280.10 Air fare

1/2/2013 125 $94.79 Andrew Kochanowski1/2/2013 120 $15.75 andrew kochanowski1/2/2013 135 $39.09 Andrew Kochanowski1/7/2013 40 $10.14 Outside courier1/7/2013 90 $2.59 Telephone long distance1/8/2013 110 $67.91 Air fare1/8/2013 110 $317.28 Air fare

1/11/2013 40 $10.14 UPS 12-21-121/11/2013 495 $11.10 Publications & on line media1/23/2013 495 $29.79 Publications & on line media2/11/2013 120 $16.68 Andrew Kochanowski2/11/2013 999 $9.62 Andrew Kochanowski2/11/2013 100 $13.34 Andrew Kochanowski2/13/2013 125 $112.15 Andrew Kochanowski2/13/2013 130 $31.97 Andrew Kochanowski2/26/2013 125 $87.24 Andrew Kochanowski2/26/2013 110 $16.34 Andrew Kochanowski2/26/2013 100 $28.34 Andrew Kochanowski

3/7/2013 485 $40.00Constellation Energy Commodities Group, Inc.c/o Registered Agent: Corporate Creations Network, Inc.3411 Silverside Road, #104 Rodney BuildingWilmington, DE 19810

3/7/2013 485 $40.00 Ernst & Young, LLP2323 Victory Avenue, Ste. 2000Dallas, TX 752193/7/2013 485 $40.00 BGCI, LLC4005 Nashville St.Broken Arrow, OK 740123/7/2013 490 $50.00 Expect 2 Win25303 E. 63rd St.Broken Arrow, OK 740143/7/2013 490 $60.00 Delaware Attorney Services3516 Silverside Road, Unit #16Wilmington, DE 198103/7/2013 485 ($40.00) Witness fee

3/12/2013 485 ($40.00) Witness fee3/12/2013 485 $40.00 Brett Miller2201 Midway Road, Ste. 212Carrollton, TX 750063/12/2013 485 $40.00 Credit Suisse11 Madison Ave., 22nd Fl.New York, NY 100103/12/2013 485 $40.00 Barbara Witt4005 W. Nashville St.Broken Arrow, OK 740123/12/2013 490 $75.00 24 Hour Process Service, Inc.502 Classon AvenueBrooklyn, NY 112383/12/2013 490 $50.00 Expect 2 Win25303 E. 63rd StreetBroken Arrow, OK 74014

Case No. 4:09-cv-2056


3/14/2013 40 $9.97 UPS 02-28-133/14/2013 110 $161.20 Air fare3/14/2013 110 $543.15 Air fare3/14/2013 40 $16.82 UPS 03-07-133/14/2013 40 $10.10 UPS 03-07-133/14/2013 40 $16.82 UPS 03-07-133/18/2013 490 $95.00 Mazon Associates, Inc.P.O. Box 166858Irving, TX 75016-68583/19/2013 30 $0.46 Postage3/22/2013 40 $10.10 UPS 03-12-133/22/2013 40 $16.82 UPS 03-12-133/22/2013 40 $16.82 UPS 03-12-133/25/2013 490 $145.00 Mazon Associates, Inc.P.O. Box 166858Irving, TX 75016-68583/26/2013 65 $284.29 C2 Legal1250 Kirts Blvd., Ste. 200Troy, MI 480843/26/2013 65 $2,259.42 C2 Legal1250 Kirts Blvd., Ste. 200Troy, MI 480843/28/2013 30 $0.46 Postage

4/3/2013 60 $500.00 Photocopy4/4/2013 65 $286.72 C2 Legal1250 Kirts Road, Ste. 200Troy, MI 480844/4/2013 65 $752.40 C2 Legal1250 Kirts Blvd., Ste. 200Troy, MI 480844/8/2013 135 $122.47 Tiffany R. EllisMeals4/8/2013 125 $248.55 Tiffany R. EllisLodging4/8/2013 95 $4.98 Tiffany R. EllisTelephone expense4/8/2013 110 $5.00 Tiffany R. EllisAir fare4/8/2013 100 $62.00 Andrew Kochanowski4/8/2013 125 $613.70 Andrew Kochanowski4/8/2013 120 $50.00 Andrew Kochanowski4/8/2013 135 $119.94 Andrew Kochanowski4/8/2013 999 $290.13 Andrew Kochanowski4/9/2013 125 $908.37 Andrew Kochanowski

4/10/2013 120 $60.00 TRE Parking 04-06-134/12/2013 999 $2,564.12 DTIP.O. Box 935151Atlanta, GA 31193-51514/15/2013 999 $4,302.90 DTIP.O. Box 935151Atlanta, GA 311934/16/2013 30 $0.46 Postage4/17/2013 40 $18.10 Fed Ex 03-22-134/17/2013 40 $259.49 Fed Ex 03-25-134/17/2013 40 $17.15 Fed Ex 03-25-134/17/2013 40 $61.88 Fed Ex 04-03-134/17/2013 40 $10.22 UPS 04-01-134/17/2013 495 $6.00 Publications & on line media4/19/2013 40 $10.22 UPS 04-10-134/29/2013 485 $40.00 Coldan Enterprises, Ltd.7024 Grand Hollow Dr.Dallas, TX 750244/29/2013 485 $40.00 Jordan Witt7024 Grand Hollow Dr.Dallas, TX 750244/29/2013 485 ($40.00) Witness fee4/29/2013 485 ($40.00) Witness fee

5/2/2013 30 $0.46 Postage5/3/2013 30 $1.98 Postage5/6/2013 60 $887.00 Photocopy5/6/2013 65 $1,310.80 C2 Legal1250 Kirts Blvd., Suite 200Troy, MI 480845/9/2013 100 $119.75 Tiffany Ellis5/9/2013 65 $58.32 Tiffany Ellis5/9/2013 120 $40.00 Tiffany Ellis


5/9/2013 135 $44.52 Tiffany Ellis5/9/2013 125 $300.00 Tiffany Ellis

5/13/2013 40 $17.02 UPS 04-29-135/13/2013 110 $1,181.30 Air fare5/13/2013 110 $1,711.20 Air fare5/15/2013 120 $13.56 H Cote Mileage Bloomfield 05-09-135/16/2013 412 $15.00 Tiffany R. EllisMisc litig costs5/16/2013 65 $5.86 Tiffany R. EllisPhotocopy - outside service5/16/2013 100 $115.00 Tiffany R. EllisOutstate travel5/16/2013 135 $20.26 Tiffany R. EllisMeals5/16/2013 125 $216.43 Tiffany R. EllisLodging5/17/2013 999 $3,955.38 Document Technologies LLCP.O. Box 935151Atlanta, GA 31193-51515/21/2013 40 $426.89 Fed Ex 05-04-135/22/2013 120 $78.00 Andrew Kochanowski5/22/2013 135 $120.62 Andrew Kochanowski5/22/2013 130 $248.02 Andrew Kochanowski5/22/2013 120 $82.00 Andrew Kochanowski5/22/2013 125 $1,035.80 Andrew Kochanowski5/22/2013 135 $136.67 Andrew Kochanowski5/22/2013 65 $726.10 C2 Legal1250 Kirts Blvd., Ste. 200Troy, MI 480845/23/2013 90 $58.25 Telephone long distance5/23/2013 90 $15.25 Telephone long distance5/28/2013 30 $0.46 Postage5/28/2013 490 $95.00 ABC Process ServiceP.O. Box 166858Irving, TX 75016-68585/28/2013 490 $95.00 ABC Process ServiceP.O. Box 166858Irving, TX 75016-68585/29/2013 120 $60.00 TRE Parking 05-16-135/29/2013 30 $0.46 Postage

6/6/2013 40 $9.98 UPS 05-29-136/7/2013 110 $6,402.40 Air fare

6/10/2013 65 $708.50 C2 Legal1250 Kirts Blvd., Ste. 200Troy, MI 480846/10/2013 65 $776.76 C2 Legal1250 Kirts Blvd., Ste. 200Troy, MI 480846/12/2013 120 $2.39 HC mileage Southfield 6-11-136/13/2013 30 $0.46 Postage6/13/2013 30 $0.46 Postage6/19/2013 40 $9.81 UPS 06-11-136/19/2013 40 $12.42 UPS 06-11-136/19/2013 40 $9.81 UPS 06-11-136/19/2013 40 $17.09 Fed Ex 05-31-136/19/2013 40 $249.10 Fed Ex 05-06-136/19/2013 40 $82.05 Fed Ex 05-11-136/27/2013 92 $49.25 Conference call7/12/2013 40 $9.81 UPS 06-21-137/12/2013 40 $9.81 UPS 06-21-137/12/2013 110 $262.50 Air fare7/12/2013 120 $35.03 TRE Mileage Airport 04-04-137/12/2013 120 $35.03 TRE Mileage Airport 05-07-137/12/2013 120 $35.03 TRE Mileage Aiprort 05-13-137/17/2013 495 $19.20 Publications & on line media7/22/2013 999 $5,267.28 DTI P.O. Box 935151Atlanta, GA 31193-51517/23/2013 30 $0.46 Postage


7/25/2013 92 $25.25 Conference call7/25/2013 92 $30.50 Conference call7/25/2013 92 $68.00 Conference call7/25/2013 92 $33.75 Conference call7/25/2013 92 $64.25 Conference call

8/5/2013 475 $56,240.00 Plante & Moran, PLLC634 Front Avenue N.W., Ste. 400Grand Rapids, MI 495048/15/2013 999 $2,633.64 DTIP.O. Box 935151Atlanta, GA 31193-51518/16/2013 30 $1.38 Postage8/20/2013 30 $0.46 Postage8/22/2013 40 $16.69 Fed Ex 07-09-138/27/2013 490 $100.00 Fredericks Reporting & Litigation Services, LLC3305 Northland Dr., Ste. 403Austin, TX 787318/28/2013 30 $0.46 Postage

9/3/2013 65 $825.87 Computing Source26877 Northwestern Highway, Ste. 106Southfield, MI 480339/3/2013 65 $388.70 Computing Source26877 Northwestern Highway, Ste. 106Southfield, MI 480339/3/2013 65 $918.21 Computing Source26877 Northwestern Highway, Ste. 106Southfield, MI 480339/4/2013 125 $279.70 Andrew Kochanowski9/4/2013 135 $8.85 Meals - TRE9/4/2013 130 $52.95 Car rental-TRE9/4/2013 120 $20.00 Local travel9/4/2013 130 $9.65 Car rental-TRE9/4/2013 130 $52.50 Car rental-TRE9/4/2013 135 $4.59 Meals - TRE9/4/2013 65 $29.21 Photocopy - outside service - TRE9/4/2013 135 $5.94 Meals - TRE9/4/2013 125 $125.35 Lodging-TRE9/4/2013 130 $45.00 Car rental - TRE9/4/2013 490 $10.83 Service fee - WiFi - TRE9/4/2013 120 $35.03 TRE Mileage Romulus 08-26-139/4/2013 30 $0.46 Postage9/6/2013 40 $12.76 UPS 08-22-139/6/2013 65 $455.69 Computing Source26877 Northwestern Hwy, Ste. 106Southfield, MI 48033TAX ID# 38-3606788

9/10/2013 120 $78.80 Metro Cars24957 Brest RoadTaylor, MI 481809/10/2013 110 $731.80 Air fare9/10/2013 30 $0.46 Postage9/10/2013 30 $0.92 Postage9/12/2013 40 $87.36 Outside courier9/23/2013 999 $2,633.64 DTIP.O. Box 935151Atlanta, GA 31193-51519/24/2013 92 $270.50 Conference call9/30/2013 125 $668.39 Andrew Kochanowski9/30/2013 125 $908.37 Andrew Kochanowski9/30/2013 130 $408.61 Andrew Kochanowski9/30/2013 110 $90.00 Andrew Kochanowski9/30/2013 100 $87.85 Andrew Kochanowski9/30/2013 30 $0.46 Postage

10/10/2013 110 $1,118.80 Air fare10/10/2013 110 $35.00 Air fare10/10/2013 495 $80.00 Publications & on line media10/10/2013 40 $6.86 UPS 09-23-1310/14/2013 999 $2,877.99 DTIP.O. Box 935151Atlanta, GA 3119310/15/2013 30 $0.46 Postage


10/16/2013 120 $160.00 Metro Cars10/17/2013 30 $0.46 Postage

11/4/2013 65 $1,788.05 Computing Source26877 Northwestern Highway, Ste. 106Southfield, MI 4803311/6/2013 30 $0.46 Postage11/7/2013 120 $40.00 Local travel-LCY11/7/2013 130 $62.10 Car rental-LCY11/7/2013 130 $62.00 Car rental-LCY11/7/2013 135 $20.13 Meals-LCY11/7/2013 125 $320.00 Lodging-LCY

11/11/2013 125 $905.46 Andrew Kochanowski11/11/2013 100 $60.00 Andrew Kochanowski11/14/2013 999 $2,633.64 DTIP.O. Box 935151Atlanta, GA 31193-515111/19/2013 30 $0.46 Postage

11/19/2013 410 $606.25Bruce Slavin, RPR, CM dba U.S. District CourtsOfficial Court Reporter515 Rusk, Room 8004Houston, TX 77002TAX ID # 27-2282004

11/22/2013 40 $146.88 Fed Ex 11-04-1311/22/2013 40 $146.88 Fed Ex 11-04-1311/22/2013 40 $146.88 Fed Ex 11-04-1311/25/2013 30 $0.46 Postage12/18/2013 999 $2,633.64 DTIP.O. Box 935151Atlanta, GA 31193-515112/23/2013 30 $0.46 Postage

1/13/2014 110 $35.00 Air fare1/15/2014 110 $1,363.30 Air fare1/15/2014 110 $1,323.30 Air fare1/15/2014 495 $14.10 Publications & on line media1/15/2014 495 $2.30 Publications & on line media1/20/2014 125 $122.52 Andrew Kochanowski1/20/2014 120 $18.75 Andrew Kochanowski1/20/2014 100 $15.56 Andrew Kochanowski1/20/2014 475 $24,000.00 Plante & Moran16060 Collections Center Dr.Chicago, IL 606931/20/2014 999 $2,633.64 DTI P.O. Box 935151Atlanta, GA 31193-51511/23/2014 30 $0.46 Postage1/27/2014 999 $20.00 State Bar of Michigan1/27/2014 999 $226.00 Clerk, United States Court600 S. Maestri PlaceNew Orleans, LA 70130-77001/29/2014 475 $2,465.00 Plante & Moran16060 Collections Center DriveChicago, IL 606931/31/2014 30 $6.48 Postage1/31/2014 30 $6.48 Postage2/17/2014 999 $2,633.64 DTIP.O. Box 935151Atlanta, GA 311932/20/2014 40 $9.20 UPS 01-27-142/20/2014 40 $11.24 UPS 01-31-142/21/2014 30 $0.48 Postage

3/4/2014 999 $196.00 Miscellaneous3/4/2014 999 $196.00 Brianwrap Web Design3711 Thornbrier WayBloomfield Hills, MI 48302

3/14/2014 999 $545.91 DTIP.O. Box 935151Atlanta, GA 31193-51513/18/2014 30 $0.48 Postage3/28/2014 40 $8.86 UPS 03-19-144/15/2014 495 $10.10 Publications & on line media4/16/2014 999 $545.91 DTIP.O. Box 935151Atlanta, GA 31193-51514/17/2014 30 $0.48 Postage5/15/2014 999 $545.91 DTIP.O. Box 935151Atlanta, GA 31193-5151


6/17/2014 999 $545.91 DTIP.O. Box 935151Atlanta, GA 31193-51516/20/2014 30 $0.48 Postage7/18/2014 999 $545.91 DTIP.O. Box 935151Atlanta, GA 31193-51517/24/2014 30 $0.48 Postage7/29/2014 40 $10.56 UPS 07-15-148/25/2014 999 $545.91 DTIP.O. Box 935151Atlanta, GA 31193-5151

9/5/2014 30 $0.48 Postage9/12/2014 999 $545.91 DTI P.O. Box 935151Atlanta, GA 31193-51519/17/2014 30 $0.48 Postage

10/14/2014 999 $545.91 DTI P.O. Box 935151Atlanta, GA 31193-515111/20/2014 999 $545.91 DTIP.O. Box 935151Atlanta, GA 31193-535311/25/2014 30 $0.48 Postage12/17/2014 999 $545.91 DTI P.O. Box 935151Atlanta, GA 31193-515112/19/2014 30 $0.48 Postage

1/20/2015 999 $545.91 DTIP.O. Box 935151Atlanta, GA 31193-51511/20/2015 495 $3.10 Publications & on line media1/20/2015 30 $0.48 Postage1/23/2015 495 $2.50 Publications & on line media

2/5/2015 100 $75.00 Andrew Kochanowski2/5/2015 125 $695.25 Sarah Rickard2/5/2015 135 $48.22 Sarah Rickard2/5/2015 100 $40.00 Sarah Rickard2/5/2015 120 $87.00 Sarah Rickard2/9/2015 100 $50.00 Andrew Kochanowski2/9/2015 120 $82.00 Andrew Kochanowski2/9/2015 135 $234.68 Andrew Kochanowski2/9/2015 125 $671.32 Andrew Kochanowski

2/11/2015 999 $545.91 DTIP.O. Box 935151Atlanta, GA 311932/12/2015 110 $559.20 Air fare2/12/2015 110 $559.20 Air fare2/12/2015 110 $50.00 Denise L. Ward2/19/2015 30 $0.48 Postage3/20/2015 999 $545.91 DTI P.O. Box 935151Atlanta, GA 31193-51513/25/2015 30 $0.48 Postage4/23/2015 125 $671.32 Andrew Kochanowski4/29/2015 120 $35.65 AK Mileage Romulus 02-02-155/26/2015 30 $9.75 Postage5/24/2016 110 $800.20 Andrew Kochanowski

6/1/2016 120 $33.48 AK Mileage Romulus 05-24-166/1/2016 130 $158.58 Andrew Kochanowski6/1/2016 135 $141.65 Andrew Kochanowski6/1/2016 120 $93.00 Andrew Kochanowski6/1/2016 125 $547.45 Andrew Kochanowski

7/11/2016 420 $3.00 Online Research & PACER seperately paid11/29/2016 475 $2,537.50 Plante & Moran, PLLC634 Front Avenue N.W., Ste. 400Grand Rapids, MI 49504

12/7/2016 30 $1.35 Postage1/20/2017 495 $7.70 Publications & on line media

11/20/2017 30 $13.20 Postage1/24/2018 495 $78.50 Publications & on line media2/16/2018 110 $629.13 Andrew Kochanowski


2/27/2018 125 $583.53 Andrew Kochanowski2/27/2018 100 $29.31 Andrew Kochanowski

3/1/2018 135 $12.29 Andrew Kochanowski4/24/2018 495 $3.00 Publications & on line media5/18/2018 495 $5.17 Publications & on line media5/18/2018 495 $35.19 Publications & on line media

6/8/2018 495 $2.90 Publications & on line media8/9/2018 475 $5,536.00 Plante & Moran, PLLC634 Front Avenue N.W., Ste. 400Grand Rapids, MI 49504

Exp Code Amount30 Postage $56.9640 Outside courier $1,952.7560 Photocopy $1,387.00

65Photocopy -

outside service $11,574.90

90Telephone long

distance $76.0992 Conference call $541.50

95Telephone

expense $4.98100 Outstate travel $700.24110 Air fare $18,542.99120 Local travel $1,291.28125 Lodging $10,217.90130 Car rental $1,131.38135 Meals $1,079.92410 Court reporter $606.25

412Misc litig costs

(PI/MedMal) $15.00

420Online Research &

PACER(PAID) $3.00

475Expert Services /

Fee $90,778.50485 Witness fee $160.00490 Service fee $625.83

494Professional

Services $150.00

495Publications & on

line media $363.74

999Miscellaneous

(PI/MedMal) $43,087.05EXPENSE TOTALS $184,347.26


Exhibit A-3


CLF

The Clearman Law Firm, PLLC

The Clearman Law Firm, PLLC 2815 South Blvd. | Houston, Texas 77098 | T: 713.304.9669 | E: [email protected]

9 August 2018

All by Email

All Settlement Discussions

Jeff Burnett

c/o Cody W. Stafford

Dobrowski, Larkin & Johnson L.L.P.

4601 Washington Ave.

Suite 300

Houston, TX 77007

Andrew Kochanowski

Sommers Schwartz, P.C.

1 Towne Square, Ste. 1700

Southfield, MI 48076

Matthew Prebeg

Prebeg, Abbott & Faucett, LLP

8441 Gulf Freeway, Ste. 307

Houston, TX 77017

Eric Citron

Goldstein & Russell, P.C.

7475 Wisconsin Avenue

Suite 850

Bethesda, MD 20814

Re: Torres, et al., plaintiffs v. SGE Management LLC, et al., Civil Cause

No. 4:09-CV-2056; in the United States District Court for the

Southern District of Texas, Houston Division.

Settlement Discussion.

Y’all:

I call your attention to FED. R. CIV. P. 23:

(g) Class Counsel.

(1) Appointing Class Counsel. Unless a statute provides

otherwise, a court that certifies a class must appoint class counsel.

In appointing class counsel, the court:


Letter, 9 August 2018, page 2.

* * *

(B) may consider any other matter pertinent to counsel's

ability to fairly and adequately represent the interests of the

class;

(C) may order potential class counsel to provide

information on any subject pertinent to the appointment and

to propose terms for attorney's fees and nontaxable costs; …

To that end, I present to you the attached agreement signed by Jeff Burnett and myself. Jeff and Matt Prebeg are aware of this agreement, but I wanted to share it with all openly.

Now, I request the following

1. All agreements regarding or related to fees or expenses among you

or your firms that discuss, address, touch upon or concern the

distribution of attorneys’ fees and expenses.

2. For example, I understand that there is an agreement that allegedly distributes 17% of the fee, net of expenses, to Jeff Burnett and also arranges to pay Goldstein & Russell, P.C. some fee. Some time ago, I was presented an agreement of similar terms, but

I refused to sign it. If such an agreement was, in fact, executed

between or among any of you, I would like a copy.

3. To the extent that any exist, I would also like a copy of any

subsequent agreements between or among any of your firms and,

specifically Jeff Burnett.

a. Specifically, I know of an agreement by one or all of you to

pay for Dobrowski, Larkin & Johnson L.L.P.’s fees to

represent Jeff Burnett and his firm. I want to see the

agreement and any payments to the law firm of Dobrowski,

Larkin & Johnson L.L.P. (or any of its agents or attorneys)

that is compensation for the attorneys of that firm to

represent Jeff Burnett and his law firm, even if the

agreement requires Jeff to repay.

b. My request is all inclusive for each of your firms and any

other individuals or law firms, inclusive of but not limited to

Williams Kherkher.



4. In all cases, any agreement that provides Jeff Burnett with the legal

service of Cody W. Stafford or Dobrowski, Larkin & Johnson L.L.P.

on any other agreement that contains the words “Torres,” “Ignite” or

“Stream.”

Given Matt’s threats against me and likely promises to each of you, I believe it

incumbent upon me to advise you of the following: I cannot even begin to guess as to

what Prebeg et al. might use, but please know that my entire deposition of 4 February

2016 was designated as “Highly Confidential.” Kochanowski, Burnett and Citron, you

cannot know this, but besides the deposition being marked “Highly Confidential,” both

Williams Kherkher and Prebeg (and his scurry) filed my deposition under seal. I am

sure this is foreign to each of you because possession or viewing of my deposition by

Kochanowski, Burnett or Citron would place them and Prebeg (and his scurry) in

contempt of court. So, although I believe otherwise, I must assume none have or have

had access to this deposition.

Now, I will testify at a fee hearing. I expect each of you to do the same. And that

brings me to my final point within FED. R. CIV. P. 23:

(h) Attorney's Fees and Nontaxable Costs. In a certified class action, the court

may award reasonable attorney's fees and nontaxable costs authorized by

law or by the parties’ agreement. These procedures apply:

* * *

(4) The court may refer issues related to the award to a special master

or a magistrate judge, as provided in Rule 54(d)(2)(D).

I propose that we agree to a motion that (a) compels all of us to disclose those

agreements mentioned above and (b) appoints the Court’s magistrate (or a special

master) to address the fee issue. That would allow us, unless challenged by a class

member, to keep those issues among us for now.

If you are opposed, please let me know by next Monday. I cannot speak with

Jeff, due to his counsel, so if one of you who can would please ask if Jeff is opposed, I

would appreciate it. Rob, please share your clients’ views.

Sincerely,

The Clearman Law Firm, P.L.L.C.

By:___S/ Scottt M. Clearman________

Scott M. Clearman



cc: Robert C. Walters Brent S. Rosenthal Gibson Dunn & Crutcher LLP 2100 McKinney Ave #1100 Dallas, TX 75201


Exhibit B


Exhibit B-1


Exhibit B-2


Exhibit B-3


Exhibit C


IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION



Defendants. _____________________________________


[PROPOSED] ORDER AWARDING FEES AND COSTS TO CLASS COUNSEL ANDREW KOCHANOWSKI AND SOMMERS, SCHWARTZ, P.C. AND

REASONABLE INCENTIVE FEE TO CLASS REPRESENTATIVES CHRISTOPHER ROBISON, AS EXECUTOR OF THE ESTATE OF EUGENE

ROBISON, JUAN TORRES, AND LUKE THOMAS

1. Pursuant to Federal Rule of Civil Procedure 23(g)(1), on January 13, 2014, this

Court appointed Andrew Kochanowski of Sommers, Schwartz, P.C. as one of the three Class

Counsel in this litigation. [Docket No. 169]. The Court did not provide instruction concerning

attorney fees or taxable costs under F.R.C.P 23(g)(1)(D). This Court certified a litigation class, the

certification was upheld by the Fifth Circuit, counsel negotiated a settlement of the claim, and the

Court has preliminarily approved the settlement and set the final approval hearing on October 4,

2018. As part of the settlement, Stream Energy, LLP et al., (“Stream” or “Defendants”) have

agreed not to oppose Plaintiff Class attorneys’ fees and costs of up to $10,275,000. [Docket No.

189-1].

2. F.R.C.P. 23(h)(1) allows a claim for an award of reasonable attorney’s fees and

nontaxable costs in a certified class action. Class Counsel Andrew Kochanowski seeks attorney’s


2

fees on behalf of himself and his law firm, Sommers Schwartz, P.C., (both referred to as “Sommers

Schwartz” below) in the amount of $2,532,151.80 and costs in the amount of $184,347.26, for a

total of $2,710,963.06. For the reasons set forth below pursuant to F.R.C.P. 52(a), the Court finds

the application well-supported and concludes that the application should be granted in full.

3. Class Counsel also seeks incentive awards for the Named Representatives and an

original named party, Plaintiffs Christopher Robison, as executor of the Estate of Eugene Robison,

Juan Torres, and Luke Thomas (the “Named Plaintiffs”) in the amounts of $15,000, $5,000, and

$5,000 respectively. The Court finds that these awards are well-supported and should be granted.

SOMMERS SCHWARTZ INVOLVEMENT AND REPRESENTATION

4. This litigation was filed in 2009. The case was originally begun by Associate

Counsel Jeffrey West Burnett(“Burnett”), who was retained by the original named plaintiffs.

Burnett retained Class Counsel Scott Clearman (“Clearman”) of the Clearman Law Firm to

conduct the litigation. The complaint in this case was drafted by Burnett, Clearman, and attorney

Brian Walsh. [Docket No. 121, Clearman Declaration, Exh. 5, p. 4.]. The case generally alleged

that Defendant Stream Energy, LLP, (“Stream”) a Dallas multi-level marketing company, and its

various subsidiaries and related entities, together with a number of corporate insiders and outside

promoters, ran a recruiting-based pyramid scheme that caused numerous independent distributors

to lose money selling energy products. Though the complaint was twice amended, it was filed

under the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and remained a RICO

case.

5. This Court initially dismissed the case in the basis of an arbitration clause contained

in the distributor agreement with Defendant. [Docket No. 37]. Burnett, Clearman, and Walsh


3

obtained a reversal of the dismissal order and the case was mandated to the Court April 1, 2011.

[Docket No. 45].

6. During or shortly after the first appeal, Clearman entered into a partnership with

Class Counsel Matthew Prebeg (Prebeg”) to form the firm Clearman Prebeg LLP (“Clearman

Prebeg”). Clearman assigned his prior work for the case to Clearman Prebeg. [Docket No. 206,

p.4]. The firm employed associate Brent Caldwell (“Caldwell”). Prebeg entered an appearance on

December 2, 2011. [Docket No. 63].

7. In the late fall of 2012, Clearman Prebeg asked Kochanowski and Sommers

Schwartz to provide additional experienced litigators and co-fund the expenses of the litigation.

Sommers Schwartz is a Michigan-based litigation boutique which handles both individual and

class actions. The firm had the staff and financial resources to conduct discovery, expert, and class

certification. Many attorneys from the firm filed appearances and they and several other

professionals subsequently performed services for the Plaintiffs’ Certified Class which continue

today. The firm funded over $184,000 in costs on behalf of the Certified Class.1

8. The Court found in 2014 that Sommers Schwartz Senior Partner Kochanowski

qualified under FRCP 23(g)(1)(A) to serve as Class Counsel. Kochanowski had been lead counsel

in a wide variety of matters that have both settled and gone to trial. He obtained a number of multi-

million dollar federal verdicts in complex litigation cases involving patent infringement and

licensing, constitutional violations, conspiracy and business tort violations, and similar matters,

1 Clearman Prebeg has since been dissolved, and Prebeg is practicing with the firm, Prebeg, Faucett & Abbott, PLLC (“PFA”). Clearman is now practicing as The Clearman Law Firm. Burnett and Thomas C. Goldstein and Eric F. Citron of the Goldstein & Russell, P.C. (“Goldstein Russell”), firm also provided services to the Plaintiff Class. The Court has been advised that each of these firms will file separate fee petitions.


4

and had extensive experience with RICO and prior experience in litigation involving alleged

pyramid schemes. Sommers Schwartz handled class action litigation throughout the United States

by a practice group headed by two partners.

9. Kochanowski, Partner Lisa Mikalonis, and senior associate Krista H. Hosmer

(“Hosmer”) filed appearances December 11, 2012 [Docket Nos. 80-85]. Associate Tiffany Ellis

(“Ellis”) filed an appearance in March, 2013, [Docket Nos. 86-87], and Partner Lance Young

(“Young”), a class action specialist, filed an appearance July 17, 2013. [Docket No. 114]. Partner

Jason Thompson (“Thompson”), later filed an appearance during the pendency of the second

appeal.

10. Mikalonis was a partner with 20+ years litigation experience who had been

involved in an earlier pyramid scheme federal litigation with Kochanowski. Hosmer was an

experienced litigator with over 7 years experience in 2012. Associate attorney Ellis had 1-2 years

experience. Each of Mikalonis/Hosmer/Kochanowski with their paralegal support was a member

of the firm’s Complex Commercial Litigation Practice. Young, Thompson, and Ellis, were

members of the firm’s Class Action Practice. These two practice areas are functionally interrelated

at Sommers Schwartz.

11. Since December, 2012, Kochanowski has effectively been the lead counsel for

Plaintiffs in this case The firm has led this litigation to a successful conclusion. According to its

contemporaneous time records, which the Court finds well supported, the firm’s professionals

expended 2,652 hours of professional time, exclusive of their motion for attorney’s fees and other

write-offs. The firm performed a great number of time-intensive tasks leading to a successful

conclusion in this litigation for the Certified Class. Among these are the following.


5

12. Defendants produced over 700,000 documents. Sommers Schwartz retained a third-

party database firm to make the documents manageable and enable review. The entire database

was searched by attorneys and paralegals and organized to permit the identification of key exhibits

for depositions and dispositive motions. Sommers Schwartz, through Kochanowski, determined

what witnesses should be deposed. Kochanowski, Hosmer and Ellis prepared outlines and exhibits

for each remaining deposition.

13. Kochanowski determined that a forensic accounting firm needed to review an

electronic database maintained by Defendants’ vendor in order to calculate common issues of

liability and damages. Kochanowski obtained the database, and retained the Michigan-based

accounting firm Plante Moran, and its partner Paul Taylor, to timely provide the key expert report

supporting Plaintiffs’ claims that were supported by the database.

14. Kochanowski took many party depositions. He and Ellis prepared the deposition

exhibits and attended other party depositions.

15. Kochanowski, Ellis, and outside paralegals downloaded and reviewed hundreds of

hours of video and audio produced and available on the Web concerning the Defendants’ sales

practices.

16. Kochanowski supervised the drafting of the Plaintiff Certified Class expert report,

defended expert witness Paul Taylor’s deposition, and prepared and took the deposition of

Defendants’ chief expert witness, Anne Coughlin.

17. Kochanowski and Sommers Schwartz prepared the case to be tried. Kochanowski

formulated a trial plan, and various members of the Sommers Schwartz team prepared jury

instructions, exhibits and other materials necessary to prepare the joint final pretrial order.


6

18. Sommers Schwartz drafted and took the lead in drafting virtually all of the

substantive motions filed in the case after its appearance and in drafting the opposition briefs to

Defendants’ motions and responses. Sommers Schwartz prepared the class certification motion

and related appendices. Kochanowski argued the class certification hearing and examined the

witnesses. [Docket No. 152].

19. After the Fifth Circuit accepted Stream’s interlocutory appeal from the Plaintiff-

winning class certification decision, Kochanowski, Prebeg, and Burnett jointly made the decision

to retain Goldstein Russell to lead the appellate effort. They negotiated a contingent fee with the

firm. Goldstein Russell took the lead in the Fifth Circuit. Kochanowski provided review and

consultation to the Goldstein Russell firm. Sommers Schwartz attended all of the arguments and

spent time assisting appellate counsel in preparation for the argument.

20. After the case was mandated, the bulk of the opposition work to various motions

filed by the Defendants was split between PFA and Sommers Schwartz. [Docket Nos. 225, 244,

250, 253]. Kochanowski was one of the Plaintiff attorneys involved in the February, 2018

mediation that led to the settlement. After mediation Kochanowski and Young reviewed and/or

drafted each of the many class notice, proposed order and settlement forms circulated between the

parties between February and the motion to approve the settlement. Kochanowski drafted much

of the motion for preliminary approval.

21. The firm maintained contemporaneous time records for its attorneys and paralegals

which have been provided to the Court.

LEGAL ANALYSIS

22. The Court has been advised that there is a question as to the allocation between

certain of the attorneys seeking an award of fees and costs in this case. The issue arises from the


7

contentious wind-up of the Clearman Prebeg firm. As detailed elsewhere in the record, by 2013

Attorney Clearman had grown increasingly incapacitated, and ceased practicing law for an

extended period of time between October, 2013 and May, 2015. Ex Parte Motion To Remove Scott

Clearman Unopposed By Defendants And Opposed By Clearman [Docket No. 203] and [Docket

No. 206]. Clearman Prebeg ceased active function in 2014, and Prebeg and Caldwell continued

representation of the Plaintiffs’ Certified Class under PFA. Clearman resumed practice in 2015 as

the Clearman Law Firm. Litigation ensued between Clearman and his former partners.

23. In this circumstance the District Court has authority and duty to set individual fee

awards to each of the petitioning counsel:

In a class action settlement, the district court has an independent duty under Federal Rule of Civil Procedure 23 to the class and the public to ensure that attorneys' fees are reasonable and divided up fairly among plaintiffs’ counsel. See, e.g., Strong [v. BellSouth Telecomm., Inc.,] 137 F.3d [844] at 849 [(5th Cir. 1998)] (“To fully discharge its duty to review and approve class action settlement agreements, a district court must assess the reasonableness of the attorneys’ fees.”); Manual for Complex Litigation § 14.11 (4th ed. 2004) (“The court must distribute the [fee award] among the various plaintiffs’ attorneys, which may include class counsel, court-designated lead and liaison counsel, and individual plaintiff’s counsel.”)

In re High Sulfur Content Gasoline Prod. Liab. Litig., 517 F.3d 220, 227 (5th Cir. 2008). Accord

Klein v. O'Neal, Inc., 705 F. Supp. 2d 632, 673 (N.D. Tex. 2010), as modified (June 14, 2010)

(“the duty to investigate the provisions of the suggested settlement includes the obligation to

explore the manner in which fees of class counsel are to be paid and the dollar amount for such

services.”).

24. The settlement contains provisions for two separate settlement funds. The first is a

fund to pay the Plaintiff Class. It is unlimited and subject only to election by the over 170,000

class members. [Docket No. 289-1, Settlement Agreement]. The second fund pays for the attorney

fees and costs. This type of settlement has been characterized as a “constructive common fund,”


8

Slipchenko v. Brunel Energy, Inc., No. CIV.A. H-11-1465, 2015 WL 338358, at *17 (S.D. Tex.

Jan. 23, 2015).

25. In settlements of this type, the Court has latitude to determine attorney fee

applications. A “hybrid” approach utilizes both a percentage and a “lodestar check” with a cross

check of the Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974) (hereafter

“Johnson”) factors is common. In re Enron Corp. Sec., Derivative & ERISA Litig., 586 F. Supp.

2d 732, 751–52 (S.D. Tex. 2008). Under this approach the firm’s hourly contribution at a

reasonable rate is examined by the District Court to ensure that:

“[T]he percentage approach does not lead to a fee that represents an extraordinary lodestar multiple.” In re Cendant Corp. Sec. Litig. (“Cendant I”), 264 F.3d 201, 285 (3d Cir. 2001); “A cross-check is performed by dividing the proposed fee award by the lodestar calculation, resulting in the lodestar multiplier.” In re AT & T Corp., 455 F.3d 160, 164 (3d Cir. 2006). “The multiplier represents the risk of the litigation, the complexity of the issues, the contingent nature of the engagement, the skill of the attorneys, and other factors.”

SOMMERS SCHWARTZ LODESTAR

26. Sommers Schwartz seeks its fees under a lodestar basis approved in this District.

However, the Court also finds that the total amount agreed to be paid by the Defendants in attorney

fees supports the firm’s petition. The percentage method for awarding fees is discussed in the

Court’s treatment of fee application filed by Associate Counsel Burnett. The Court need not

address it here. Defendants have agreed not to oppose attorney fees and costs in the amount of

$10.275 million. Sommers Schwartz seeks approximately 25% of that amount for its work in the

litigation. That award would be reasonable under a percentage basis.

27. In a lodestar analysis attorney fees must be calculated at the prevailing market rates

in the relevant community for similar services by attorneys of reasonably comparable skills,

experience, and reputation. Blum v. Stenson, 465 U.S. 886, (1984); Powell v. C.I.R., 891 F.2d


9

1167, 1173 (5th Cir.1990). Typically, in a litigation spanning years, the prevailing rate is the one

currently charged by the firm to compensate for the long delay in payment. Erica P. John Fund,

Inc. v. Halliburton Co., No. 3:02-CV-1152-M, 2018 WL 1942227, at *17 (N.D. Tex. Apr. 25,

2018) (“[t]he prevailing rate, unless other factors dictate, is the current rate that is paid to attorneys

even though the litigation spans a number of years.”). Sommers Schwartz has been representing

the class on a purely contingent basis and to date has not been paid. It has funded the litigation

with over $184,000 in costs. The Court finds that a current hourly rate charged by the firm would

be appropriate.

28. Sommers Schwartz had published and used hourly rates for its attorneys and

paralegals between 2012 and 2018 that ranged as follows: Partners: Kochanowski’s rate ranged

from $545 (2012) to $765 (2018); Young’s rate ranged from $515 to $735; Thompson’s rate

ranged from $515 to $735; Mikalonis’ rate ranged from $425 to $455. Associates: Hosmer’s rate

ranged from $285 to $325 (Hosmer left firm in 2014, comparable senior associates currently billing

at $400 per hour); Ellis’ rate ranged from $265 to $290; Paralegals: $135-$170.

29. Sommers Schwartz has established that its rates are reasonable and comparable to

rates charged for similar services in this market. The Court may consider the attorney’s affidavit

as to amount, reasonableness, similar rates awarded elsewhere as evidence, United States v. Cmty.

Health Sys., Inc., No. CIV.A. H-09-1565, 2015 WL 3386153, at *8 (S.D. Tex. May 4, 2015), aff'd

sub nom. U.S., ex rel., Cook-Reska v. Cmty. Health Sys., Inc., 641 F. App'x 396 (5th Cir. 2016)

(competent evidence of the reasonableness of the rate includes affidavit of the attorney performing

the work and information of rates actually billed and paid in similar lawsuits). The District Court

may use its own judgment and experience as well. “[A] court is itself an expert

in attorneys’ fees and ‘may consider its own knowledge and experience concerning reasonable and


10

proper fees and may form an independent judgment with or without the aid of witnesses as to

value.’ [citations omitted].” Klein v. O'Neal, Inc., supra, 705 F. Supp. 2d at 680.

30. The Sommers Schwartz rates are in line with those charged for similar services in

this market for attorneys of similar skill, experience and reputation. See, e.g., Rouse v. Target

Corporation, 181 F. Supp. 2d 379, 385 (S.D. Tex. 2016) (“according to [the National Law

Journal’s 2013 Billing Rate Survey], firms in Texas charge hourly rates averaging from

approximately $655 for partners and $417 for associates”); In re Enron Corp. Sec., Derivative &

ERISA Litig., 586 F. Supp. 2d at 779–81 (in 2007 partner rates at large Dallas and Houston firms

range from $375 to $900 per hour; Slipchenko, 2015 WL 338358, at *19) (citing approved rates

of up to $895/hr. in an ERISA case, noting rates of $635-$775 “are generally comparable to the

rates charged by Texas-based defense counsel in this action.”); Hoffman v. L& M Arts, et al., Case

No. 3:10-cv-00953-D, Doc. No. 765, (N.D. Tex., July 1, 2015) (affirming 2015 rates for litigation

services in Dallas of $810 and $766 for attorneys with over 25 years experience, and $466 for

attorneys with 10+ years, reflecting that “the nature and complexity of this litigation warrant

compensating the services of [large out of town firm] at higher levels,” Page ID 26987); see also

In re Heartland Payment Systems, Inc., Data Breach Lit., 851 F.Supp.2d 1040, 1087 (S.D. Tex.

2012) (reasonable rates ranging from $90/hour for paralegal work to $825/hour for co-lead class

counsel).

31. Sommers Schwartz has provided the Court with two lodestar calculations for its

work in this case. Lodestar A shows the totals expressed under its historical rates, and Lodestar B

shows the same time expressed under the 2018 rates. The Court finds that the calculations are

supported by the firm’s billing records and reflect services charged to the Plaintiffs’ Certified

Class. The calculated values of the firm’s attorney hours at both sets of rates are as follows:


11

Attorney

Name

Hours



Andrew Kochanowski

1,438.7 $833,900.50 $1,100,605.50

Lance Young

197.0 $126,567.00 $144,795.00

Krista Hosmer

367.2 $119,012.00 $146,880.00

Lisa Mikalonis

13.1 $5,765.50 $5,765.50

Jason Thompson

13.8 $8,641.00 $10,143.00

Tiffany Ellis

417.7 $110,945.50 $110,945.50

Sarah Rickard

40.8 $9,840.50 $9,840.50

Total Attorney Hours: 2,488.3

Total Paralegal Hours: 164.0

Total Attorney Time x Blended Rate: $1,214,672.00 $1,528,975.00

32. The Court may consider a blended rate calculation in assessing lodestar. “[T]he

lodestar cross-check can be simplified by use of a blended hourly rate” In re Vioxx Products Liab.

Litig., 760 F. Supp. 2d 640, 659 (E.D. La. 2010). Lodestar A and Lodestar B result in a blended

rate of $478 (historical rates) and $574 (current rates). Blended rates have been approved in this

District and circuit at $500 per hour (Klein v. O’Neal, Inc., supra, 705 F. Supp 2d 632); $487 per

hour (Billitteri v. Sec. Am., Inc., No. 3:09-CV-01568-F, 2011 WL 3585983, at *9 (N.D. Tex. Aug.

4, 2011) (citing to $500/hour blended rate); $456 per hour (in 2008, In re Enron Corp., 586 F.

Supp. 2d at 779); and $450 per hour (In re Actos (Pioglitazone) Prod. Liab. Litig., 274 F. Supp.

3d 485, 526–27 (W.D. La. 2017). The Court finds that either blended rate appropriately reflects

reasonable rates in this District.


12

33. Sommers Schwartz proposes that the Court average both its historical and current

rates to result in an applied blended rate of $516.56. The Court finds that Sommers Schwartz’

blended rates are objectively in line with the approved litigation rates in this District.

34. “[P]laintiff’s seeking attorneys’ fees are charged with the burden of showing the

reasonableness of the hours billed and, therefore, are also charged with proving that they exercised

billing judgment. Billing judgment requires documentation of the hours charged and of the hours

written off as unproductive, excessive, or redundant.” Saizan v. Delta Concrete Prod. Co., 448

F.3d 795, 799 (5th Cir. 2006). The Court has been provided information that Sommers Schwartz

went through the detailed time sheets, assessed whether the work detailed was necessary, and

wrote off certain of the hours to avoid redundancy. For example, the firm wrote off certain time

for Mikalonis, who was assigned to a different case. The firm did not bill for matters involving the

Clearman fee dispute. The Court finds that the total amount of time presented is reasonable and

does not show excessive work.

LODESTAR MULTIPLIER

35. Sommers Schwartz seeks a 1.97 upward multiplier for its services. The Court finds

that multiplier reasonable. The mean multiplier awarded in this Circuit is 2.07. Theodore Eisenberg

& Geoffrey Miller, Attorney Fees and Expenses in Class Action Settlements: 1993–2008, 7 J.

EMPIRICAL LEGAL STUDIES 248 (2010). Lodestars over 2.0 have been approved in cases of similar

complexity and with similar results in this district and circuit. Billitteri v. Sec. Am., Inc., 2011 WL

3585983, at *9 (N.D. Tex. Aug. 4, 2011) (1.97 multiplier); Turner v. Murphy Oil, USA, Inc., 472

F. Supp 2d 830, 869 (E.D. La. 2007) (2.5 to 3.5 multiplier); Klein v. O’Neal, supra, (2.5 multiplier,

discussing other class actions resulting in multipliers up to 4.5). The multiplier appropriately

rewards Sommers Schwartz for a superior result. The result of the multiplier gives Sommers


13

Schwartz a fee well in line with the total fees that Defendants agreed not to oppose, and reflects

its leadership of the litigation.

36. The Johnson factors check involves the following:

(1) the time and labor required; (2) the novelty and difficulty of the issues; (3) the skill required to perform the legal service adequately; (4) the preclusion of other employment by the attorney because he accepted this case; (5) the customary fee for similar work in the community; (6) whether the fee is fixed or contingent; (7) time limitations imposed by the client or the circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation, and ability of the attorneys; (10) the undesirability of the case; (11) the nature and length of the professional relationship with the client; and (12) awards in similar cases.

37. The Court finds that a 1.97 upward multiplier is justified. Each factor supports an

enhanced fee.

38. Time And Labor Involved: Sommers Schwartz engaged in significant amount of

discovery; created and reviewed the database for approximately 700,000 documents, reviewed

most if not all of them, deposed a number of fact witnesses, chose and retained and defended an

expert accounting and forensics firm, deposed the Defendants’ opposing expert on liability, wrote

all of the motions for partial summary judgment, wrote the motion for class certification,

successfully argued the motion for class certification, and worked with appellate counsel on

successfully defending the certification through an en banc decision and Supreme Court certiorari

petition. Each of these tasks was undertaken over significant opposition. After remand, Sommers

Schwartz wrote or co-wrote much of the response to various motions brought by the Defendants.

The firm prepared for trial and engaged in successful settlement negotiations. This factor supports

the award.

39. Novelty and Difficulty of the Issues: The question of RICO reliance was central

to this case. Since the 1990’s, no reported case has successfully applied a class-wide RICO claim


14

to a multi-level marketing pyramid scheme. The novelty, difficulty, and success of the central class

certification issue, intertwined with difficult liability issues, was particularly acute in this Circuit.

Slipchenko, supra, 2015 WL 338358 at *19 (noting that “few” prior cases like the COBRA class

claim at issue had been certified over opposition, supporting award of enhanced fees); Erica P.

John Fund, Inc., supra, 2018 WL 1942227, at *10 (multiple trips to Supreme Court and reversal

of precedent “demonstrate the novelty and difficulty of the legal issues in this case.”) This factor

supports the award.

40. The Skill Required To Perform The Legal Services: This factor is related to the

novelty and difficulty of the issues and the experience and ability of counsel. Kochanowski had

earlier been lead and trial counsel for a multi-level marketing company in a federal defamation

action in which the key question was precisely the one at issue here. Kochanowski had previously

litigated RICO cases, and was one of a handful of lawyers in the U.S. who had experience litigating

the core issues involved in the case. The case was one of a small number certified as a RICO

action. The case appears to be the first multi-level marketing action actually certified under RICO

since the 1990’s. Sommers Schwartz attorneys wrote and argued the class certification motions

and ancillary motions curtailing the Defendants’ expert opinions in opposition. Slipchenko v.

Brunel Energy, Inc., supra, 2015 WL 338358, at *19 (same rationale with respect to certified

COBRA case). Sommers Schwartz was confronted with very able defense counsel, culminating in

the Gibson Dunn firm, whose lead attorney during the certification and Fifth Circuit appeal was

recently confirmed to the Fifth Circuit. This factor too weighs in favor of the requested award. See

Erica P. John Fund, Inc., supra, 2018 WL 1942227, at *11 (“Class Counsel also points to the

“quality of the opposition faced by Class Counsel” as a relevant factor in assessing their

performance. … “The ability of Plaintiff’s Counsel to obtain such a favorable settlement for the


15

Class in the face of such formidable legal opposition confirms the superior quality of their

representation” …. The Court agrees that, in this case, that was a substantial factor due to the very

high quality of defense counsel’s work.”) This factor supports the award.

41. The Preclusion of Other Employment: The case demanded immediate attention

and a full-time commitment in 2013 for Kochanowski and his team such that the practice group

that Kochanowski headed could not take on another major case. This factor too favors the fee

award. Slipchenko, supra, 2015 WL 338358, at *19 (same rationale with respect to certified

COBRA case where four out of seven lawyers in a practice group spent more than 50 hours on the

case). This factor supports the award.

42. A Customary Fee For Similar Work In The Community: This factor is

addressed above. Sommers Schwartz requested rates are similar to those in the Houston legal

community and those approved by courts in this district for fee awards and enhanced fee awards.

This factor supports the award.

43. Whether the Fee Is Fixed Or Contingent: Sommers Schwartz undertook this

representation on a contingent fee basis and with planned assumption of significant expenses,

which were then exceeded by over $114,000. The contingent nature of the representation and “very

real risk” that a pyramid scheme case would present possibility of obtaining no recovery, makes

application of this factor “particularly relevant” in Sommers Schwartz’s favor. Billitteri v. Sec.

Am., Inc., supra, 2011 WL 3585983, at *7. This factor supports the award.

44. The Time Limitations Imposed by the Client or the Circumstances: The case

presented a very real time limitation for Sommers Schwartz. Sommers Schwartz was forced on

short notice to obtain extensions, create a database and review some 700,000 documents, and

determine who to depose and take many of those depositions, all within just several months. At


16

the same time, Sommers Schwartz had to find and retain its expert witness and conduct third-party

discovery of the Defendants’ giant database, maintained by a Dallas consulting firm. This factor

goes hand-in-hand with Factor 4, and weighs in the firm’s favor.

45. Amount Involved and the Results Obtained: “The ‘most critical factor in

determining the reasonableness of a fee award is the degree of success obtained.’ In re

Heartland, 851 F.Supp.2d at 1085 (citing Farrar v. Hobby, 506 U.S. 103, 114, 113 S.Ct. 566

(1995); Migis v. Pearle Vision, Inc., 135 F.3d 1041, 1047 (5th Cir.1998)).” Slipchenko, supra,

2015 WL 338358, at *19; Billitteri v. Sec. Am., Inc., supra, 2011 WL 3585983, at *8. The

settlement gives over 170,000 distributors a guarantee of 20% recovery of their loss, or, at their

choice, a no-cost radically revised commission structure that enables them to make a meaningful

amount in commissioned sales if they wish to resume sales activity without recruiting anyone else.

As explained by Plaintiffs’ expert witness, a substantial number of class participants could recoup

their losses entirely or make a profit if they sell a modest amount of sales due to the revised

commission structure. Over 97% of the distributors used the Homesite web portal to conduct their

business, which costs $24.95/month, and for all the distributors who choose not to seek the 20%

actual loss option, that negotiated benefit is worth $300/person, or $54 million collectively. The

free Homesite enables each class member who declines a payout to sell products which, based on

historical rates, would result in a $240 payment in commissions per distributor, or $38.5 million

to the class. Approximately 80% of the distributors suffered losses between $111 and $648. This

settlement has the very real potential to substantially or wholly pay back much of the class loss.

This settlement appears to be the largest of its kind in a pyramid scheme case involving a large

class of distributors. an active multi-level marketing company when sued by its distributors. This

factor weighs heavily in favor of the fee award.


17

46. The Experience, Reputation And Ability Of The Attorneys: This factor is

addressed above and also weighs in favor of the award.

47. The Undesirability Of The Case: this factor is linked to novelty and difficulty

factors. The existence of the Sandwich Chef decision in the Fifth Circuit presented a circumstance

that “made the case risky and therefore undesirable.” Additionally, “the ‘risk of non-recovery’ and

‘undertaking expensive litigation against ... well-financed corporate defendants on a contingent

fee’ has been held to make a case undesirable, warranting a higher fee. Braud v. Transport Serv.

Co., 2010 WL 3283398, at *13 (E.D. La. Aug. 17, 2010).” Erica P. John Fund, Inc., supra, 2018

WL 1942227, at *12. Such risk was especially acute in this case as evidenced by the Fifth Circuit’s

initial reversal of this Court’s class certification decision, only to be followed by a rare en banc

affirmance. This factor supports the award.

48. The Nature And Length of the Professional Relationship with the Client:

Sommers Schwartz was brought to the case after Associated Counsel Burnett had secured the

original named plaintiffs. Sommers Schwartz worked with Burnett directly, often advising and

conferring with him on a daily basis, and treated Burnett as the indispensable client representative.

This factor supports the award.

49. Awards In Similar Cases: Two recent multi-level marketing case settlements are

relevant. First, Bostwick v. Herbalife, Case No. 2:13-cv-02488-BRO-SH, (C.D. Ca.) settled on

May 14, 2015, resulted in an attorney fee of approximately $4.9 million with substantially less in

the way of actual payments or real benefits to the much larger class. Second, Pokorny v. Amway

resulted in attorney’s fees of $15 million from a settlement of $34 million and including a $21

million retail price product fund. In contrast, the present settlement offers significantly greater

benefit to the class at a smaller total attorney fee. This factor weighs in favor of an enhanced award.


18

COSTS

50. “Expenses and administrative costs expended by class counsel are recoverable …

in a class action settlement.” Billitteri, supra, 2011 WL 3585983, at *10. These costs include

“consulting expert fees, transportation, meals and lodging, in-house and outsourced photocopying,

research, court reporting fees and deposition transcripts, overnight courier services, postage, and

other services.” Id., (citing other authority). Sommers Schwartz has presented the Court with

incurred costs in the amount of $184,347.26. The included detail of the firm’s actual costs supports

an award of the requested sum. No services included in the costs are for unrecoverable expenses.

51. The largest reimbursable cost is payment of over $91,000 to the testifying expert,

Paul Taylor of Plante & Moran. Sommers Schwartz spent approximately $32,130 creating the

700,000 document database and $7,100 spent maintaining the database. That cost is reimbursable.

Copying, electronic exhibit, and other outsourced costs to total over $11,510 and are reimbursable.

The remainder of the costs is airfare and meals and miscellaneous witness and other reimbursable

costs associated with transporting and bundling exhibits and personnel to locations. Each of these

was necessary to take depositions in Dallas, where Defendants were located, and attend the class

certification hearing in Houston, and appellate arguments in New Orleans.

INCENTIVE AWARDS

52. The Defendants have agreed to and not oppose incentive awards of $15,000 for the

Lead Representative, the Robison Estate, and $5,000 each to Thomas and Torres. [Dkt. 289-1;

incentives explained in Kochanowski Declaration to Motion For Preliminary Approval].

Representative parties may be awarded “reasonable costs and expenses (including lost wages)”

relating to the representation of the class. Erica P. John Fund, Inc., supra, 2018 WL 1942227, at

*14. Each of these Plaintiffs spent considerable time assisting in preparing the case, or supplying


19

information to Plaintiffs’ Class attorneys, and being deposed, attending the mediation or

communicating with Burnett. The sums sought and agreed by the Defendants are modest and well

within the range typically awarded by courts in this district and circuit.

FUTURE FEE APPLICATIONS

53. Additional fees may be incurred by Sommers Schwartz in its representation of the

Plaintiffs’ Certified Class. Other circumstances may warrant the Court to revisit the issue of fees.

The firm is given leave to file future applications as circumstances warrant.

Accordingly, the Court GRANTS the Motion and AWARDS Kochanowski and Sommers

Schwartz, P.C., an award of fees in the amount of $2,532,151.80 and costs in the amount of

$184,347.26, for a total of $2,716,499.06. The Court further grants and awards the sums of

$15,000, $5,000 and $5,000 respectively to Plaintiffs Christopher Robison, as executor of the

Estate of Eugene Robison, Juan Torres, and Luke Thomas (the “Named Plaintiffs”).

Signed on ___________________, 2018.

______________________________

HON. KENNETH M. HOYT

UNITED STATES DISTRICT JUDGE


20


IN THE UNITED STATES DISTRICT COURT FOR THE ......Counsel Andrew Kochanowski (“Kochanowski”) and...

Documents

Transcript of IN THE UNITED STATES DISTRICT COURT FOR THE ......Counsel Andrew Kochanowski (“Kochanowski”) and...