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(Court Reporter Andrew Walker) (arc)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/423168274/","id":423168274,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/437223053/","id":437223053,"tags":[],"absolute_url":"/docket/63237038/137/winter-v-stronghold-digital-mining-inc/","date_created":"2025-04-22T18:10:20.151581-07:00","date_modified":"2026-06-25T07:55:42.666063-07:00","sha1":"a256ea7b6e85fcfbf249cacccf424bb5802deaad","page_count":21,"file_size":108401,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.137.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.137.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 1 of 21 1\n P4BKWINC\n\n1 UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n2 ------------------------------x\n\n3 MARK WINTER, et al.,\n\n4 Plaintiffs,\n\n5 v. 22-cv-03088-RA\n\n6 STRONGHOLD DIGITAL MINING,\n INC., et al.,\n7 Conference\n\n8 Defendants.\n\n9 ------------------------------x\n New York, N.Y.\n10 April 11, 2025\n 3:00 p.m.\n11\n Before:\n12\n HON. RONNIE ABRAMS,\n13\n District Judge\n14\n APPEARANCES\n15\n THE ROSEN LAW FIRM PA\n16 Attorneys for Plaintiffs\n BY: JONATHAN STERN\n17\n VINSON & ELKINS LLP\n18 Attorneys for Defendants Gregory Beard, William Spence,\n and Stronghold Holdings\n19 BY: CLIFFORD L. THAU\n\n20 WILLKIE FARR & GALLAGHER LLP\n Attorneys for Underwriter Defendants\n21 BY: JEFFREY B. KORN\n\n22 FAEGRE DRINKER BIDDLE & REATH LLP\n Attorneys for Defendant Ricardo Larroude\n23 BY: SANDRA D. GRANNUM\n\n24\n\n25\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 2 of 21 2\n P4BKWINC\n\n1 (Case called)\n\n2 MR. STERN: Jonathan Stern, of the Rosen Law Firm, for\n\n3 Lead Plaintiff Allegheny Employees Retirement System and the\n\n4 class.\n\n5 THE COURT: Good afternoon.\n\n6 MR. STERN: Good afternoon, your Honor.\n\n7 MR. THAU: Good afternoon, your Honor. Cliff Thau for\n\n8 Stronghold and Individuals Greg Beard and William Spence and\n\n9 Stronghold Holdings.\n\n10 MR. KORN: Good afternoon, your Honor. Jeffrey Korn,\n\n11 of Willkie Farr & Gallagher, for the underwriter defendants.\n\n12 THE COURT: Good afternoon.\n\n13 MS. GRANNUM: Good afternoon, your Honor. Sandra\n\n14 Grannum, with Faegre Drinker, for defendant Ricardo Larroude.\n\n15 THE COURT: Thank you, all, for being here.\n\n16 We are here, of course, for a hearing for the final\n\n17 approval of a class action settlement.\n\n18 So, would plaintiff like to be heard? I've obviously\n\n19 reviewed the materials, but if there's anything you'd like to\n\n20 say for the record, let me know.\n\n21 MR. STERN: Your Honor, if there's anything specific\n\n22 you want to be heard on, I'm prepared to do so, but, if not, we\n\n23 are prepared to proceed.\n\n24 THE COURT: How many claims have been filed to date?\n\n25 MR. STERN: I believe it was about 10,000 claims,\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 3 of 21 3\n P4BKWINC\n\n1 representing about $60 million.\n\n2 THE COURT: And I'm just going to confirm, since the\n\n3 filing of this, that no objections have been filed?\n\n4 MR. STERN: No objections have been filed. We had one\n\n5 potential shareholder contacting us, saying he wanted to be\n\n6 excluded, but he didn't provide any documentation for\n\n7 exclusion. So we've had no objections and no valid requests.\n\n8 THE COURT: And approximately 10,000 claims, was it?\n\n9 MR. STERN: Yes.\n\n10 THE COURT: Would any of the defendants like to be\n\n11 heard?\n\n12 MR. THAU: Not unless your Honor has any questions for\n\n13 us.\n\n14 THE COURT: I don't think so. Thank you.\n\n15 MR. THAU: One question for you, your Honor: Do you\n\n16 want your door open, or do you care?\n\n17 THE COURT: I do not care, as long as it's not locked.\n\n18 It's a public courtroom. But is it hard to hear?\n\n19 MR. THAU: No. I'm just asking.\n\n20 THE COURT: No, it's fine. Thank you.\n\n21 So I'm ready to rule. I'm going to do it orally just\n\n22 for efficiency. I know it can be a little bit painful, but you\n\n23 will, of course, have a transcript, which you can and should\n\n24 order from the court reporter.\n\n25 So, Lead Plaintiff Allegheny County Employees\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 4 of 21 4\n P4BKWINC\n\n1 Retirement System, on behalf of itself and the settlement\n\n2 class, and Defendants Stronghold Digital Mining, Inc.\n\n3 (\"Stronghold\"), Gregory A. Beard, William B. Spence, B. Riley\n\n4 Securities, Inc., Cowen and Company, LLC, Tudor, Pickering,\n\n5 Holt & Co. Securities, LLC, D.A. Davidson & Co., Compass Point\n\n6 Research & Trading, LLC, Northland Securities, Inc., and\n\n7 Ricardo R. A. Larroud\u00e9, have entered into a class-action\n\n8 settlement agreement to resolve claims of violations of the\n\n9 Securities Act. Specifically, Plaintiffs allege that\n\n10 Stronghold's offering documents contained false and/or\n\n11 misleading statements.\n\n12 On December 16, 2024, pursuant to Rule 23 of the\n\n13 Federal Rules of Civil Procedure, the Court preliminarily\n\n14 certified a settlement class. The settlement class-subject to\n\n15 certain exclusions-was defined as: \"all persons and entities\n\n16 who or which purchased or otherwise acquired Stronghold Class A\n\n17 common stock on or before December 20, 2021, pursuant and/or\n\n18 traceable to the Offering Documents issued in connection with\n\n19 the Class A common stock initial public offering in October\n\n20 2021, and were damaged thereby.\" Preliminary Approval Order at\n\n21 2-3, ECF No. 125.\n\n22 \"In addition, the Court preliminarily found that the\n\n23 settlement class met all the Federal Rule of Civil Procedure 23\n\n24 prerequisites for class certification, for the purpose of\n\n25 settlement only, including numerosity, commonality, typicality,\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 5 of 21 5\n P4BKWINC\n\n1 predominance of common issues, and superiority. Id. at 3-4.\n\n2 No material changes have occurred since that order that would\n\n3 alter this Court's ruling. The Court therefore now finally\n\n4 approves certification of the settlement class.\n\n5 Rule 23(e) requires court approval of a class action\n\n6 settlement to ensure that it is procedurally and substantively\n\n7 fair, reasonable, and adequate. Fed. R. Civ. P. 23(e).\n\n8 I will turn now to Rule 23(e), which requires me to\n\n9 consider four factors.\n\n10 The Second Circuit has explained that \"the first two\n\n11 factors are procedural in nature and the latter two guide the\n\n12 substantive review of a proposed settlement.\" Moses v. New\n\n13 York Times Co., 79 F.4th 235, 242 (2d Cir. 2023). I will\n\n14 address each factor in turn.\n\n15 The first Rule 23(e) factor is whether the class\n\n16 representatives and class counsel have adequately represented\n\n17 the class, which \"typically entails inquiry into whether: (1)\n\n18 plaintiff's interests are antagonistic to the interest of other\n\n19 members of the class and (2) plaintiff's attorneys are\n\n20 qualified, experienced and able to conduct the litigation.\"\n\n21 Cordes & Co. Fin. Servs. v. A.G. Edwards & Sons, Inc., 502 F.3d\n\n22 91, 99 (2d Cir. 2007).\n\n23 Here, Lead Plaintiff does not have interests that are\n\n24 antagonistic or at odds with the putative class. Indeed, its\n\n25 \"interests are aligned with other class members' interests\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 6 of 21 6\n P4BKWINC\n\n1 because they suffered the same [alleged] injuries,\" In re GSE\n\n2 Bonds Antitrust Litig., 414 F. Supp. 3d 686, 692 (S.D.N.Y.\n\n3 2019)-namely, injury resulting from Defendants' alleged\n\n4 violations of the Securities Act. The record also reflects\n\n5 that lead counsel is experienced and qualified and prosecuted\n\n6 this case vigorously for its duration. Stern Decl. 67, ECF\n\n7 No. 131. Accordingly, I find that the first Rule 23(e) factor\n\n8 is satisfied.\n\n9 The Court further finds that the settlement was\n\n10 reached after engaging in a mediation before Greg Danilow. See\n\n11 Danilow Decl, ECF No. 131-1. The mediator's participation\n\n12 underscores that it is the product of non-collusive,\n\n13 arm's-length negotiations. See D'Amato v. Deutsche Bank, 236\n\n14 F.3d 78, 85 (2d Cir. 2001). The second Rule 23(e) factor is\n\n15 therefore satisfied.\n\n16 I will now turn to the third and fourth Rule 23(e)\n\n17 factors. To guide my consideration of these factors, I look to\n\n18 the nine factors set forth in the Second Circuit's decision\n\n19 City of Detroit v. Grinnell Corp., 495 F.2d 448 (2d Cir. 1974),\n\n20 which \"largely overlap\" with Rule 23(e), Moses, 79 F.4th at\n\n21 244.\n\n22 The third Rule 23(e) factor requires me to consider\n\n23 whether the relief provided for the class is adequate, taking\n\n24 into account the costs, risks, and delay of trial and appeal.\n\n25 \"This assessment implicates several Grinnell factors.\" In re\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 7 of 21 7\n P4BKWINC\n\n1 Payment Card Interchange Fee & Merch. Disc. Antitrust Litig.,\n\n2 330 F.R.D. 11, 36 (E.D.N.Y. 2019).\n\n3 The first Grinnell factor considers the complexity,\n\n4 expense and likely duration of the litigation. Litigation\n\n5 through trial would be complex, expensive, and long. Indeed,\n\n6 \"securities class actions are by their very nature complicated\n\n7 and district courts in this Circuit have long recognized that\n\n8 [they] are notably difficult and notoriously uncertain to\n\n9 litigate.\" City of Providence v. Aeropostale, 2014 WL 1883494,\n\n10 at *5 (S.D.N.Y. May 9, 2014). Further litigation would have\n\n11 involved extensive fact and expert discovery, a class\n\n12 certification motion, summary judgment motions, and Daubert\n\n13 motions. That, plus trial on several potentially complicated\n\n14 issues and any subsequent appeal, would require significant\n\n15 time and expense. This factor favors final approval as well.\n\n16 Next are the fourth, fifth, and sixth Grinnell\n\n17 factors: the risks of establishing liability; the risks of\n\n18 establishing damages; and the risks of maintaining the class\n\n19 through the trial. These factors also favor approval. \"In\n\n20 assessing the risks of liability, a court need not decide the\n\n21 merits of the case, resolve unsettled legal questions, or\n\n22 attempt to predict the outcome. Rather, a court need only\n\n23 assess the risks of litigation against the certainty of\n\n24 recovery under the proposed settlement.\" In re Namenda Direct\n\n25 Purchaser Antitrust Litigation, 462 F. Supp. 3d 307, 313\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 8 of 21 8\n P4BKWINC\n\n1 (S.D.N.Y. 2020).\n\n2 Here, Plaintiffs would have faced numerous risks if\n\n3 they had continued to litigate. For example, Plaintiffs may\n\n4 have failed to establish that Stronghold's offering documents\n\n5 contained materially false or misleading statements and may\n\n6 have failed to refute Defendants' affirmative defenses.\n\n7 Additionally, Plaintiffs would have faced significant\n\n8 challenges in proving damages, which in securities cases is a\n\n9 \"a complicated and uncertain process, typically involving\n\n10 conflicting expert opinion about the difference between the\n\n11 purchase price and the stock's true value absent the alleged\n\n12 fraud.\" In re Glob. Crossing Sec. & ERISA Litig., 225 F.R.D.\n\n13 436, 459 (S.D.N.Y. 2004).\n\n14 Just to be clear, I'm quoting from a number of cases\n\n15 that are very familiar to you all. I'm not going to cite them\n\n16 just for efficiency today, but what I can do, if you'd like me\n\n17 to do it, is just have the court reporter add in the case\n\n18 citations into the transcript.\n\n19 Is everyone comfortable with that practice?\n\n20 MR. STERN: Yes, your Honor.\n\n21 MR. THAU: Yes, your Honor.\n\n22 THE COURT: That is especially so here, where\n\n23 Defendants would have advanced a negative causation defense.\n\n24 Finally, Defendants would have opposed class\n\n25 certification. Plaintiffs faced a risk that one or more of\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 9 of 21 9\n P4BKWINC\n\n1 Defendants' arguments would succeed. The proposed settlement\n\n2 eliminates that risk.\n\n3 I must next consider \"the effectiveness of any\n\n4 proposed method of distributing relief to the class, including\n\n5 the method of processing class-member claims.\" Rule\n\n6 23(e)(C)(ii). \"To warrant approval, the plan of allocation must\n\n7 also meet the standards by which the settlement was\n\n8 scrutinized \u2014 namely, it must be fair and adequate. An\n\n9 allocation formula need only have a reasonable, rational basis,\n\n10 particularly if recommended by experienced and competent class\n\n11 counsel.\" In re WorldCom, Inc. Sec. Litig., 388 F. Supp. 2d\n\n12 319, 344 (S.D.N.Y. 2005). \"In determining whether a plan of\n\n13 allocation is fair, courts look primarily to the opinion of\n\n14 counsel.\" In re EVCI Career Colleges Holding Corp. Securities\n\n15 Litigation, Nos. 05-cv-10240 et al. (CM), 2007 WL 2230177, at\n\n16 *11 (S.D.N.Y. July 27, 2007).\n\n17 First, I find that the notice plan and proposed method\n\n18 of distribution \u2014 as described in both the Settlement Agreement\n\n19 and the Declaration of Sarah Evans, ECF No. 131-2, among other\n\n20 sources \u2014 are effective and consistent with standard means that\n\n21 are frequently used in similar class actions. Second, because\n\n22 the plan of allocation has a clear rational basis, treats class\n\n23 members equitably, and was devised by experienced class\n\n24 counsel, I find it fair and adequate.\n\n25 I next consider \"the terms of any proposed award of\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 10 of 21 10\n P4BKWINC\n\n1 attorney's fees, including timing of payment.\" Rule\n\n2 23(e)(C)(iii). Pursuant to Rule 23(h), class counsel seeks\n\n3 attorneys' fees equal to approximately one-third of the\n\n4 settlement fund. The trend in the Second Circuit is to use the\n\n5 percentage-of-the-fund method to compensate attorneys in\n\n6 common-fund cases, although the Court has discretion to award\n\n7 attorneys' fees based on either the lodestar method or the\n\n8 percentage-of-recovery method. See, e.g., Fikes Wholesale,\n\n9 Inc. v. HSBC Bank USA, N.A., 62 F.4th 704, 723 (2d Cir. 2023).\n\n10 Reasonableness is the touchstone when determining\n\n11 whether to award attorneys' fees. In Goldberger v. Integrated\n\n12 Resources, Inc., 209 F.3d 43 (2d Cir. 2000), the Second Circuit\n\n13 set forth six factors to determine the reasonableness of a fee\n\n14 application.\n\n15 Regarding the first Goldberger factor, the time and\n\n16 labor expended by counsel, Plaintiffs' counsel claims that they\n\n17 spent 1,987.9 hours on the litigation over the course of this\n\n18 action, which included extensive motion practice, discovery,\n\n19 and settlement negotiations. Stern Decl. 69.\n\n20 Regarding the second and third Goldberger factors,\n\n21 this action had the potential to be complex and risky, as\n\n22 \"[s]ecurities class actions such as this are notably difficult\n\n23 and notoriously uncertain.\" In re Flag Telecom Holdings, Ltd.\n\n24 Sec. Litig., 2010 WL 4537550, at *27 (S.D.N.Y. Nov. 8, 2010).\n\n25 Regarding the fourth, fifth, and sixth Goldberger\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 11 of 21 11\n P4BKWINC\n\n1 factors, counsel are experienced in this area and have provided\n\n2 vigorous representation. See Stern Decl., ECF No. 131.\n\n3 District courts in this Circuit routinely award one-third\n\n4 percentage recoveries in contingency-fee cases. See Knapp v.\n\n5 Badger Techs., Inc., No. 12-CV-6637-CJS-MWP, 2015 WL 3745303\n\n6 (W.D.N.Y. June 15, 2015) (collecting cases); In re J.P. Morgan\n\n7 Stable Value Fund ERISA Litig., No. 12-CV-2548 (VSB), 2019 WL\n\n8 4734396 (S.D.N.Y. Sept. 23, 2019); see also Solis v. OrthoNet\n\n9 LLC, No. 19-CV-4678 (VSB), 2021 WL 2678651, at *2 (S.D.N.Y.\n\n10 June 30, 2021) (collecting FLSA cases).\n\n11 Additionally, no class member has objected to or\n\n12 requested exclusion from the settlement, which favors approval.\n\n13 See, e.g., Guevoura Fund Ltd. v. Sillerman, No. 1:18-cv-09784\n\n14 (CM), 2019 WL 6889901, at *22 (absence of objections \"militates\n\n15 in favor of approval of the [f]ees as requested.\").\n\n16 It seems like one did request exclusion but didn't\n\n17 provide the necessary documentation to be excluded.\n\n18 Is that correct?\n\n19 MR. STERN: Yes. And, therefore, we actually don't\n\n20 know if this person was actually a class member because we\n\n21 don't know when their trades were or how many trades they had.\n\n22 They provided no documentation.\n\n23 THE COURT: Did you indicate to that person what\n\n24 documentation needed to be provided and by when?\n\n25 MR. STERN: Yes. We indicated that they needed to\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 12 of 21 12\n P4BKWINC\n\n1 provide trading documentation and the deadline. And the person\n\n2 replied, I believe, that they didn't have any records of their\n\n3 trades.\n\n4 THE COURT: That's what they said?\n\n5 MR. STERN: That's what they said, yes.\n\n6 THE COURT: Okay.\n\n7 Having considered these factors, I find that the\n\n8 contingent fee is reasonable under the circumstances.\n\n9 Additionally, the parties have represented that the\n\n10 Bitcoin-indexed portion of the fee award will be paid in\n\n11 installments, in accordance with the payment schedule set forth\n\n12 in paragraph 6 of the settlement agreement. I want to make\n\n13 clear that my approval of the fee award requires it to be paid\n\n14 in that manner \u2014 that is, on the same schedule as the payments\n\n15 to the class. Doing so guarantees that, at the end of the\n\n16 two-year installment period, the fee award will constitute a\n\n17 reasonable fee in relation to the real value of the settlement\n\n18 fund, and not only in relation to the nominal value of the\n\n19 fund.\n\n20 The proposed one-third fee is also reasonable when\n\n21 \"cross-checked\" against the lodestar amount. See Goldberger,\n\n22 209 F.3d at 50. Based on counsel's current billing rates, the\n\n23 lodestar amount is $1,932,793.60. Stern Decl. 69. The cash\n\n24 portion of the fee award is $1.58 million, which is a lodestar\n\n25 cross-check multiplier of 0.82.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 13 of 21 13\n P4BKWINC\n\n1 Courts within this district have awarded lodestar\n\n2 multiples over four in common-fund cases. See In re BioScrip,\n\n3 Inc. Securities Litigation, 273 F. Supp. 3d 474, 497 (S.D.N.Y.\n\n4 2017) (collecting cases); see also Parker v. Jekyll & Hyde\n\n5 Entm't Holdings, L.L.C., No. 08-cv-7670, 2010 WL 532960, at *2\n\n6 (S.D.N.Y. Feb. 9, 2010) (\"[A]s class counsel is likely to\n\n7 expend significant effort in the future implementing the\n\n8 complex procedure agreed upon for collecting and distributing\n\n9 the settlement funds, the multiplier will diminish over\n\n10 time.\").\n\n11 As of this morning, Bitcoin was priced at\n\n12 approximately $82,000, making the Bitcoin-indexed portion of\n\n13 the fee award worth approximately $683,333, and the total fee\n\n14 award worth $2,263,333. Thus, at today's Bitcoin price, the\n\n15 overall lodestar cross-check multiplier is 1.17. Given (1) the\n\n16 relatively low likelihood that, over the next two years,\n\n17 Bitcoin's value will increase so significantly that counsel's\n\n18 fee award will grow unreasonably large; (2) the fact that any\n\n19 such increase would accrue equally to the benefit of the class;\n\n20 and (3) that counsel also assume the risk that Bitcoin will\n\n21 decrease in value, I find the fee to be reasonable in relation\n\n22 to the value of the work performed.\n\n23 Just to pause there, would you all agree with\n\n24 everything I just stated?\n\n25 MR. STERN: Yes, your Honor. Just for clarification,\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 14 of 21 14\n P4BKWINC\n\n1 so the fee will be paid monthly. Our intention is that we will\n\n2 file for a motion for distribution once or possibly twice,\n\n3 depending on how long it takes to get that to us. But we were\n\n4 going to collect our fee on a monthly basis for class counsel,\n\n5 but the fee that will go to the clients -- or for the class\n\n6 members just for efficiency sake, we would send out just one or\n\n7 two checks.\n\n8 THE COURT: I just want to make sure that I have a\n\n9 full understanding of how this is going to be calculated in\n\n10 light of that.\n\n11 MR. STERN: Yes, so the calculation will be exactly\n\n12 identical. Each time that a payment is made from the Bitcoin\n\n13 portion over the next 24 months minus \u2014 it's actually the next\n\n14 21 months at this point \u2014 we would extract one-third of that.\n\n15 And so we would use the value that is paid on each month, and\n\n16 that would be the portion of the plaintiffs' counsel's fee.\n\n17 THE COURT: And I know I asked for a letter on this,\n\n18 and I just want to make sure -- I'm just pulling it up.\n\n19 MR. STERN: But, yes, your Honor, it is our intention\n\n20 that, whatever the monthly payment is, in installments, we\n\n21 would receive one-third of that.\n\n22 THE COURT: Okay, yes. That's what I want to make\n\n23 sure.\n\n24 MR. STERN: Yes.\n\n25 THE COURT: It is that one-third figure?\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 15 of 21 15\n P4BKWINC\n\n1 MR. STERN: Yes, your Honor.\n\n2 THE COURT: Okay.\n\n3 Finally, as pertains to the third Rule 23(e) factor,\n\n4 the parties have entered into a confidential agreement\n\n5 establishing conditions under which Stronghold may terminate\n\n6 the settlement if the settlement class members who collectively\n\n7 have claims equating to a certain dollar amount under the Plan\n\n8 of Allocation request exclusion from the settlement. \"This type\n\n9 of agreement is standard in securities class action settlements\n\n10 and has no negative impact on the fairness of the Settlement.\"\n\n11 Christine Asia Co., Ltd. v. Ma, 2019 WL 5257534, at *15\n\n12 (S.D.N.Y. Oct. 16, 2019).\n\n13 Moving to the fourth Rule 23(e) factor, I find that\n\n14 the proposal treats class members equitably relative to each\n\n15 other. All class members have the opportunity to submit\n\n16 claims. Claims will be distributed pro rata based on each\n\n17 claimant's recognized loss. Courts in this Circuit routinely\n\n18 approve pro rata allocation schemes. See, e.g., Cymbalista v.\n\n19 JPMorgan Chase Bank, N.A., No. 20 CV 456 (RPK)(LB), 2021 WL\n\n20 7906584, *9 (E.D.N.Y. May 25, 2021) (\"Distribution plans which\n\n21 distribute the settlement award based on each class member's\n\n22 pro rata share, have been found to be fair and rational.\")\n\n23 (collecting cases).\n\n24 The settlement agreement also provides that Lead\n\n25 Plaintiff will receive an incentive award in the amount of\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 16 of 21 16\n P4BKWINC\n\n1 $10,000. In the Second Circuit, there is \"clear precedent that\n\n2 permits district courts to approve fair and appropriate\n\n3 incentive awards to class representatives.\" Moses, 79 F.4th at\n\n4 253. Incentive awards are common in class actions in this\n\n5 Circuit and are intended to \"compensate the named plaintiffs\n\n6 for their willingness to serve the class, the service they\n\n7 rendered, risks they bore, and opportunities sacrificed to\n\n8 ensure a favorable class settlement.\" Henry v. Little Mint,\n\n9 Inc., No. 12 Civ. 3996 (CM), 2014 WL 2199427, at *10 (S.D.N.Y.\n\n10 May 23, 2014). Such payments are \"usually within the range of\n\n11 $1,000-$20,000.\" Moses, 79 F.4th at 255 n.12.\n\n12 Class counsel have represented that Lead Plaintiff\n\n13 \"work[ed] closely with Lead Counsel throughout the pendency of\n\n14 the Action to secure the highest possible recovery for [it]self\n\n15 and the Settlement Class.\" Stern Decl. 92. Accordingly, I\n\n16 find that the requested award payment is reasonable and not\n\n17 excessive or otherwise inequitable.\n\n18 Having concluded that all four Rule 23(e) factors are\n\n19 satisfied, I will now address the remaining Grinnell factors.\n\n20 \"Not every factor must weigh in favor of the settlement.\"\n\n21 Christine Asia Co. v. Yun Ma, Nos. 15-mc-02631 et al. (CM),\n\n22 2019 WL 5257534, at *9 (S.D.N.Y. Oct. 16, 2019). Rather, \"the\n\n23 court should consider the totality of these factors in light of\n\n24 the particular circumstances.\" Id.\n\n25 With respect to the second Grinnell factor, the class\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 17 of 21 17\n P4BKWINC\n\n1 members' reactions to the settlement have been positive to\n\n2 date. The class administrator reported that settlement notice\n\n3 has reached nearly the entire settlement class. Evans Decl.\n\n4 3-4, ECF No. 132-1.\n\n5 That's correct?\n\n6 MR. STERN: Yes, your Honor.\n\n7 THE COURT: No class members have opted out or\n\n8 provided the necessary information such that they could opt\n\n9 out?\n\n10 MR. STERN: Yes, your Honor.\n\n11 THE COURT: Okay.\n\n12 And I think you said 10,000 class members have filed\n\n13 claims to date, correct?\n\n14 MR. STERN: Yes, your Honor.\n\n15 THE COURT: Okay. Approximately?\n\n16 MR. STERN: Approximately.\n\n17 THE COURT: \"The fact that the vast majority of class\n\n18 members neither objected nor opted out is a strong indication\n\n19 of fairness.\" Sow v. City of New York, No. 21-cv-00533 (CM),\n\n20 2024 WL 964595, at *2 (S.D.N.Y. Mar. 5, 2024); see also Massiah\n\n21 v. MetroPlus Health Plan, Inc., No. 11-CV-05669 BMC, 2012 WL\n\n22 5874655, at *4 (E.D.N.Y. Nov. 20, 2012) (collecting cases and\n\n23 authorities). Accordingly, here, the overwhelmingly favorable\n\n24 response demonstrates that the class approves of the settlement\n\n25 and supports final approval.\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 18 of 21 18\n P4BKWINC\n\n1 With respect to the third Grinnell factor, the stage\n\n2 of the proceedings and amount of discovery completed, \"the\n\n3 pertinent question is whether counsel had an adequate\n\n4 appreciation of the merits of the case before negotiating.\"\n\n5 Torres v. Gristede's Operating Corp., No. 04-CV-3316 PAC, 2010\n\n6 WL 5507892, at *5 (S.D.N.Y. Dec. 21, 2010), aff'd, 519 F. App'x\n\n7 1 (2d Cir. 2013). The parties engaged in formal discovery and\n\n8 motion practice, which enabled them to evaluate the relative\n\n9 strength of their claims and defenses. This factor weighs in\n\n10 favor of approval.\n\n11 Turning to the seventh Grinnell factor, the parties\n\n12 have represented that Defendants may not be able to withstand a\n\n13 greater judgment, particularly in light of Stronghold's limited\n\n14 D&O insurance coverage. See Mot. at 18, ECF No. 128.\n\n15 Moreover, a defendant is not required to empty its coffers\n\n16 before a settlement can be found adequate.\" Stinson v. City of\n\n17 New York, 256 F. Supp. 3d 283, 294 (S.D.N.Y. 2017). This\n\n18 factor therefore weighs in favor of approval.\n\n19 Finally, the eighth and ninth Grinnell factors require\n\n20 me to consider the amount of the settlement in light of the\n\n21 best possible recovery and the attendant risks of litigation.\n\n22 The determination of whether a settlement amount is reasonable\n\n23 \"is not susceptible of a mathematical equation yielding a\n\n24 particularized sum.\" City of Providence v. Aeropostale, Inc.,\n\n25 No. 11-cv-07132 (CM), 2014 WL 1883494, at *9 (S.D.N.Y. May 9,\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 19 of 21 19\n P4BKWINC\n\n1 2014). Instead, \"there is a range of reasonableness with\n\n2 respect to a settlement-a range which recognizes the\n\n3 uncertainties of law and fact in any particular case and the\n\n4 concomitant risks and costs necessarily inherent in taking any\n\n5 litigation to completion.\" Newman v. Stein, 464 F.2d 689, 693\n\n6 (2d Cir. 1972). \"The fact that a proposed settlement may only\n\n7 amount to a fraction of the potential recovery does not, in and\n\n8 of itself, mean that the proposed settlement is grossly\n\n9 inadequate and should be disapproved.\" Stinson v. City of New\n\n10 York, 256 F. Supp. 3d 283, 294 (S.D.N.Y. 2017). This is\n\n11 because \"settlement assures immediate payment . . . to class\n\n12 members, even if it means sacrificing speculative payment of a\n\n13 hypothetically larger amount years down the road,\" Gilliam v.\n\n14 Addicts Rehab. Ctr. Fund, No. 05 CIV. 3452 (RLE), 2008 WL\n\n15 782596, at *5 (S.D.N.Y. Mar. 24, 2008), and \"few cases tried\n\n16 before a jury result in a verdict awarding the full amount of\n\n17 damages claimed,\" In re Indep. Energy Holdings PLC, No. 00 Civ.\n\n18 6689 (SAS), 2003 WL 22244676, at *4 (S.D.N.Y. Sept. 29, 2003).\n\n19 Plaintiffs' damages expert estimated a maximum of $97\n\n20 million recoverable in statutory damages, which would be\n\n21 reduced to $54.3 million if Plaintiffs could recover only on\n\n22 statistically significant drops related to the misstatements.\n\n23 See Mot. at 12. The $4.75 million cash portion of the\n\n24 settlement therefore amounts to between 4.9% and 8.75% of the\n\n25 best possible recovery. In securities fraud class actions,\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 20 of 21 20\n P4BKWINC\n\n1 courts have generally approved settlement amounts ranging from\n\n2 3% to 7% of the class members' estimated losses. See In re\n\n3 China Sunergy Sec. Litig., No. 07 CIV. 7895 DAB, 2011 WL\n\n4 1899715, at *5 (S.D.N.Y. May 13, 2011). I therefore find the\n\n5 $4.75 million cash portion of the settlement alone to be\n\n6 reasonable, before considering the Bitcoin-indexed portion.\n\n7 When the Bitcoin-indexed portion of the settlement is\n\n8 included, at today's BTC price of approximately $82,000, the\n\n9 settlement fund is worth approximately $6,800,000. I therefore\n\n10 find the total settlement amount to be reasonable, given that\n\n11 it will be worth at least 4.9% of the best possible recovery\n\n12 (in the unlikely event Bitcoin becomes worthless), is today\n\n13 worth between 7% and 12.5% of the best possible recovery, and\n\n14 there is no upper limit to what it may be worth as paid.\n\n15 Accordingly, I find that this factor weighs in favor\n\n16 of final approval.\n\n17 I just want to confirm that everything I have said to\n\n18 date, in terms of the figures, is consistent with all of your\n\n19 understandings, correct?\n\n20 MR. STERN: Yes, your Honor.\n\n21 THE COURT: Okay. I just want to make sure that we're\n\n22 all on the same page.\n\n23 For the reasons stated, I conclude that the settlement\n\n24 is both procedurally and substantively fair. In light of the\n\n25 \"strong judicial policy in favor of [class action]\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f Case 1:22-cv-03088-RA-GS Document 137 Filed 04/22/25 Page 21 of 21 21\n P4BKWINC\n\n1 settlements,\" Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396\n\n2 F.3d 96, 116-17 (2d Cir. 2005), the proposed Settlement is\n\n3 approved.\n\n4 So that's my ruling. I'll sign a very brief order to\n\n5 this effect, but you should reach out to the court reporter to\n\n6 get a copy of the transcript of today.\n\n7 Are there any other applications? Anything else\n\n8 anyone would like to place on the record?\n\n9 MR. STERN: Nothing from plaintiffs, your Honor.\n\n10 MR. THAU: Nothing from defendants, your Honor.\n\n11 MR. KORN: Nothing.\n\n12 THE COURT: Thank you, all, for your patience.\n\n13 And have a good weekend.\n\n14 MR. STERN: Thank you, your Honor.\n\n15 (Adjourned)\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n\n SOUTHERN DISTRICT REPORTERS, P.C.\n (212) 805-0300\n\f","ocr_status":2,"date_upload":"2026-06-24T22:14:55.631004-07:00","document_number":"137","attachment_number":null,"pacer_doc_id":"127037388225","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Transcript","acms_document_guid":""}],"date_created":"2025-04-22T18:10:20.140679-07:00","date_modified":"2025-09-26T11:28:10.962983-07:00","date_filed":"2025-04-22","time_filed":"19:35:35","entry_number":137,"recap_sequence_number":"2025-04-22.001","pacer_sequence_number":499,"description":"TRANSCRIPT of Proceedings re: CONFERENCE held on 4/11/2025 before Judge Ronnie Abrams. Court Reporter/Transcriber: Andrew Walker, (212) 805-0300. Transcript may be viewed at the court public terminal or purchased through the Court Reporter/Transcriber before the deadline for Release of Transcript Restriction. After that date it may be obtained through PACER. Redaction Request due 5/13/2025. Redacted Transcript Deadline set for 5/23/2025. Release of Transcript Restriction set for 7/21/2025..(McGuirk, Kelly) (Entered: 04/22/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/423168273/","id":423168273,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/437223052/","id":437223052,"tags":[],"absolute_url":"/docket/63237038/138/winter-v-stronghold-digital-mining-inc/","date_created":"2025-04-22T18:10:20.082504-07:00","date_modified":"2026-06-25T07:32:25.528930-07:00","sha1":"e0e02b42e8695058898cdc48beac178bd59ff6ff","page_count":1,"file_size":409048,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.138.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.138.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 138 Filed 04/22/25 Page 1 of 1\n\n\n\n IN THE UNITED STATES DISTRICT COURT\n FOR THE SOUTHERN DISTRICT OF NEW YORK\n\n )\n MARK WINTER, et al.,\n ______________________________________ )\n USA / Plaintiff(s) )\n )\n v. ) 22-cv-03088\n Case No.: _________________________\n )\n )\n STRONGHOLD DIGITAL MINING, INC., et al.,\n ______________________________________ )\n Defendant(s) )\n )\n )\n\n\n NOTICE OF FILING OF OFFICIAL TRANSCRIPT\n\n CONFERENCE April 11, 2025\n Notice is hereby given that an official transcript of a ________________ held on __________________\nhas been filed by the court reporter/transcriber in the above-captioned matter.\n\n Redaction responsibilities apply to the attorneys of record or pro se parties, even if the person requesting\nthe transcript is a judge or a member of the public or media.\n\n The parties have seven (7) calendar days from the date of filing of this NOTICE to file with the court\nany NOTICE OF INTENT TO REQUEST REDACTION of this transcript. A copy of said NOTICE must also\nbe served on the court reporter. If no such NOTICE is filed, the transcript may be made remotely electronically\navailable to the public without redaction after ninety (90) calendar days.\n\n This process may only be used to redact the following personal data identifiers: Social Security\n numbers; dates of birth; minors\u2019 names; and financial account numbers. See Federal Rule of Civil Procedure\n 5.2, and Federal Rule of Criminal Procedure 49.1. Parties wishing to request redaction of other information\n may proceed by motion.\n\n I (we) certify that the foregoing is a correct transcript from the record of proceedings in the above-\nentitled matter.\n\n\n_________________________ _________________________\nCourt Reporter/Transcriber Date\n\f","ocr_status":2,"date_upload":"2026-06-24T22:14:51.108226-07:00","document_number":"138","attachment_number":null,"pacer_doc_id":"127037388228","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Filing Transcript","acms_document_guid":""}],"date_created":"2025-04-22T18:10:20.069362-07:00","date_modified":"2025-09-26T11:28:11.013928-07:00","date_filed":"2025-04-22","time_filed":"19:36:24","entry_number":138,"recap_sequence_number":"2025-04-22.002","pacer_sequence_number":501,"description":"NOTICE OF FILING OF OFFICIAL TRANSCRIPT Notice is hereby given that an official transcript of a CONFERENCE proceeding held on 4/11/2025 has been filed by the court reporter/transcriber in the above-captioned matter. The parties have seven (7) calendar days to file with the court a Notice of Intent to Request Redaction of this transcript. If no such Notice is filed, the transcript may be made remotely electronically available to the public without redaction after 90 calendar days....(McGuirk, Kelly) (Entered: 04/22/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/422728260/","id":422728260,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/436767875/","id":436767875,"tags":[],"absolute_url":"/docket/63237038/136/winter-v-stronghold-digital-mining-inc/","date_created":"2025-04-17T13:30:22.053011-07:00","date_modified":"2025-09-26T11:28:10.939188-07:00","sha1":"de30e21081b13f801b85277535a7e9ad9db6659e","page_count":3,"file_size":222635,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.136.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.136.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 136 Filed 04/17/25 Page 1 of 3\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n Case No. 1:22-cv-03088-RA\nMARK WINTER, Individually and on Behalf of\nAll Others Similarly Situated,\n\n Plaintiff,\n\nv.\n\nSTRONGHOLD DIGITAL MINING, INC.,\nGREGORY A. BEARD, RICARDO R. A.\nLARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\nSECURITIES, INC., COWEN AND COMPANY,\nLLC, TUDOR, PICKERING, HOLT & CO.\nSECURITIES, LLC, D.A. DAVIDSON & CO.,\nCOMPASS POINT RESEARCH & TRADING,\nLLC, and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n\n[PROPOSED] ORDER AWARDING ATTORNEYS\u2019 FEES, REIMBURSEMENT OF\n EXPENSES, AND AWARD TO PLAINTIFF\n\f Case 1:22-cv-03088-RA-GS Document 136 Filed 04/17/25 Page 2 of 3\n\n\n\n\n WHEREAS, the Court has granted final approval of the Settlement of the above-\n\nreferenced class action;\n\n WHEREAS, The Rosen Law Firm, P.A., appointed by the Court as Lead Counsel for\n\npurposes of the Settlement, have petitioned the Court for an award of attorneys\u2019 fees in\n\ncompensation for services provided to Lead Plaintiff Allegheny County Employees Retirement\n\nSystem (\u201cPlaintiff\u201d) and the Settlement Class along with reimbursement of expenses incurred in\n\nconnection with prosecuting this action, and an Award to Plaintiff, to be paid out of the Settlement\n\nFund established pursuant to the Settlement;\n\n WHEREAS, capitalized terms used herein having the meanings defined in the Stipulation\n\nof Settlement dated November 8, 2024 (the \u201cStipulation\u201d) (Dkt. No. 121); and\n\n WHEREAS, the Court has reviewed the fee application and the supporting materials filed\n\ntherewith and has heard the presentation made by Lead Counsel during the final approval hearing\n\non April 11, 2025, and due consideration having been had thereon.\n\n NOW, THEREFORE, it is hereby ordered:\n\n 1. Lead Counsel is awarded one-third of the Settlement Fund or $1,583,333 and one\n\nthird of the cash value of 25 Bitcoin as defined in the Stipulation, as attorneys\u2019 fees in this action,\n\ntogether with a proportionate share of the interest earned on the fund, at the same rate as earned\n\nby the balance of the fund, from the date of the establishment of the fund to the date of payment.\n\n 2. Lead Counsel shall be awarded expenses in the amount of $122,022.28, with\n\ninterest, as described above.\n\n 3. Lead Plaintiff shall be awarded $10,000 as reimbursement for its lost time and\n\nexpenses in connection with its prosecution of the Action.\n\n\n\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 136 Filed 04/17/25 Page 3 of 3\n\n\n\n\n 4. Except as otherwise provided herein, the attorneys\u2019 fees, reimbursement of\n\nexpenses, and Award to Plaintiff shall be paid in the manner and procedure provided for in the\n\nStipulation.\n\n IT IS SO ORDERED.\n\n\n\nDated: April 17 , 2025\n HON. RONNIE ABRAMS\n UNITED STATES DISTRICT JUDGE\n\n\n\n\n 2\n\f","ocr_status":2,"date_upload":"2025-04-18T01:54:40.434186-07:00","document_number":"136","attachment_number":null,"pacer_doc_id":"127037360225","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order on Motion for Attorney Fees","acms_document_guid":""}],"date_created":"2025-04-17T13:30:22.038415-07:00","date_modified":"2025-09-26T11:28:10.916418-07:00","date_filed":"2025-04-17","time_filed":"15:51:10","entry_number":136,"recap_sequence_number":"2025-04-17.001","pacer_sequence_number":497,"description":"ORDER AWARDING ATTORNEYS' FEES, REIMBURSEMENT OF EXPENSES, AND AWARD TO PLAINTIFF granting 129 Motion for Attorney Fees NOW, THEREFORE, it is hereby ordered: 1. Lead Counsel is awarded one-third of the Settlement Fund or $1,583,333 and one third of the cash value of 25 Bitcoin as defined in the Stipulation, as attorneys' fees in this action, together with a proportionate share of the interest earned on the fund, at the same rate as earned by the balance of the fund, from the date of the establishment of the fund to the date of payment. 2. Lead Counsel shall be awarded expenses in the amount of $122,022.28, with interest, as described above. 3. Lead Plaintiff shall be awarded $10,000 as reimbursement for its lost time and expenses in connection with its prosecution of the Action. 4. Except as otherwise provided herein, the attorneys' fees, reimbursement of expenses, and Award to Plaintiff shall be paid in the manner and procedure provided for in the Stipulation. IT IS SO ORDERED. (Signed by Judge Ronnie Abrams on 4/17/2025) (rro) Transmission to Finance Unit (Cashiers) for processing. (Entered: 04/17/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/422344258/","id":422344258,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/436371973/","id":436371973,"tags":[],"absolute_url":"/docket/63237038/135/winter-v-stronghold-digital-mining-inc/","date_created":"2025-04-14T14:08:37.393867-07:00","date_modified":"2025-09-26T11:28:10.771078-07:00","sha1":"2a76504bcb3bda3dfcd667289ce936b89452351b","page_count":10,"file_size":258327,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.135.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.135.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 1 of 10\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n MARK WINTER, Individually and on Behalf of All Case No. 1:22-cv-03088-RA\n Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A.\n LARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\n SECURITIES, INC., COWEN AND COMPANY,\n LLC, TUDOR, PICKERING, HOLT & CO.\n SECURITIES, LLC, D.A. DAVIDSON & CO.,\n COMPASS POINT RESEARCH & TRADING,\n LLC, and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n [PROPOSED] FINAL JUDGMENT\n\n WHEREAS:\n\n A. As of November 6, 2024, Class Representative Allegheny County Employees\n\nRetirement System (\u201cPlaintiff\u201d), on behalf of itself and all other members of the Settlement Class\n\n(defined below), on the one hand, and Stronghold Digital Mining, Inc. (\u201cStronghold\u201d), Gregory A.\n\nBeard, William B. Spence (together with Stronghold, the \u201cStronghold Defendants\u201d), B. Riley\n\nSecurities, Inc., Cowen and Company, LLC, Tudor, Pickering, Holt & Co. Securities, LLC, D.A.\n\nDavidson & Co., Compass Point Research & Trading, LLC, and Northland Securities, Inc.\n\n(collectively, the \u201cUnderwriter Defendants\u201d), and Ricardo R. A. Larroud\u00e9, (together with the\n\nUnderwriter and Stronghold Defendants, the \u201cSettling Defendants\u201d) on the other, entered into a\n\f Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 2 of 10\n\n\n\n\nStipulation and Agreement of Settlement, dated November 6, 2024 (the \u201cStipulation\u201d) in the\n\nabove-titled litigation (the \u201cAction\u201d);\n\n B. Pursuant to the Order Granting Preliminary Approval of Class Action Settlement,\n\nApproving Form and Manner of Notice, and Setting Date for Hearing on Final Approval of\n\nSettlement, entered December 16, 2024 (the \u201cPreliminary Approval Order\u201d), the Court scheduled\n\na hearing for April 11, 2025 at 3:00 p.m. (the \u201cSettlement Hearing\u201d) to, among other things: (i)\n\ndetermine whether the proposed Settlement of the Action and the Plan of Allocation on the terms\n\nand conditions provided for in the Stipulation are fair, reasonable, and adequate, and should be\n\napproved by the Court; (ii) determine whether a judgment as provided for in the Stipulation should\n\nbe entered; and (iii) rule on Lead Counsel\u2019s Fee and Expense Application;\n\n C. The Court ordered that the Postcard Notice, substantially in the form attached to\n\nthe Preliminary Approval Order as Exhibit 4, be mailed by first-class mail, postage prepaid, or\n\nemailed on or before five (5) business days after the first of the month after the date of entry of the\n\nPreliminary Approval Order (\u201cNotice Date\u201d) to all potential Settlement Class Members who could\n\nbe identified through reasonable effort, that the long-form Notice of Pendency of Class Action,\n\nProposed Settlement, and Motion for Attorneys\u2019 Fees and Expenses (the \u201cNotice\u201d) and Proof of\n\nClaim and Release form (the \u201cClaim Form\u201d), substantially in the forms attached to the Preliminary\n\nApproval Order as Exhibits 1 and 2, be made available to Settlement Class Members; and that the\n\nSummary Notice of Pendency of Class Action, Proposed Settlement, and Motion for Attorneys\u2019\n\nFees and Expenses (the \u201cSummary Notice\u201d), substantially in the form attached to the Preliminary\n\nApproval Order as Exhibit 3, be published in Investor\u2019s Business Daily and transmitted over PR\n\nNewswire within fourteen (14) calendar days of the Notice Date;\n\f Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 3 of 10\n\n\n\n\n D. The notices advised potential Settlement Class Members of the date and purpose of\n\nthe Settlement Hearing. The notices further advised that any objections to the Settlement were\n\nrequired to be filed with the Court and served on counsel for the Parties such that they were\n\nreceived by March 21, 2025;\n\n E. The provisions of the Preliminary Approval Order as to notice were complied with;\n\n F. On March 7, 2025, Plaintiff moved for final approval of the Settlement, as set forth\n\nin the Preliminary Approval Order. The Settlement Hearing was duly held before this Court on\n\nApril 11, 2025 at which time all interested Persons were afforded the opportunity to be heard; and\n\n G. This Court has duly considered Plaintiff\u2019s motion for final approval of the\n\nSettlement, the affidavits, declarations, memoranda of law submitted in support thereof, the\n\nStipulation, and all of the submissions and arguments presented with respect to the proposed\n\nSettlement;\n\n NOW, THEREFORE, after due deliberation, IT IS ORDERED, ADJUDGED AND\n\nDECREED that:\n\n 1. This Judgment incorporates and makes a part hereof: (i) the Stipulation filed with\n\nthe Court on November 8, 2024; and (ii) the notices, which were filed with the Court on November\n\n8, 2024. Capitalized terms not defined in this Judgment shall have the meaning set forth in the\n\nStipulation.\n\n 2. This Court has jurisdiction over the subject matter of the Action and all matters\n\nrelating to the Settlement, as well as personal jurisdiction over all Parties to the Action, including\n\nall Settlement Class Members.\n\n 3. The Court hereby affirms its determinations in the Preliminary Approval Order and\n\nfinally certifies, for purposes of the Settlement only, pursuant to Rules 23(a) and (b)(3) of the\n\f Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 4 of 10\n\n\n\n\nFederal Rules of Civil Procedure, the Settlement Class of: all persons and entities who or which\n\npurchased or otherwise acquired Stronghold Class A common stock on or before December 20,\n\n2021, pursuant and/or traceable to the Offering Documents issued in connection with the Class A\n\ncommon stock initial public offering in October 2021, and were damaged thereby. Excluded from\n\nthe Settlement Class are: (i) Defendants; (ii) Immediate Families of the Individual Defendants;\n\n(iii) any person who was an officer, director, or control person of Stronghold, and the Underwriter\n\nDefendants (at all relevant times, and members of their Immediate Families); (iv) Stronghold\u2019s\n\nemployee retirement and/or benefit plan(s) and their participants and/or beneficiaries to the extent\n\nthey purchased or acquired Stronghold Class A common stock through any such plan(s); (v) any\n\nentity in which any Defendant has or had a controlling interest; and (vi) the legal representatives,\n\nheirs, successors, or assigns of any such excluded person or entity. Also excluded from the\n\nSettlement Class are those persons and entities who or which have sought exclusion from the\n\nSettlement Class by submitting a timely and valid request for exclusion. However, any Investment\n\nVehicle will not be excluded from the Settlement Class.\n\n 4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure and for purposes of the\n\nSettlement only, the Court hereby re-affirms its determinations in the Preliminary Approval Order\n\nand finally certifies Plaintiff as Class Representative for the Settlement Class and finally appoints\n\nThe Rosen Law Firm, P.A. as Class Counsel for the Settlement Class.\n\n 5. The Court finds that the dissemination and publication of the Postcard Notice,\n\nNotice, Summary Notice, and Claim Form: (i) complied with the Preliminary Approval Order; (ii)\n\nconstituted the best notice practicable under the circumstances; (iii) constituted notice that was\n\nreasonably calculated to apprise Settlement Class Members of the effect of the Settlement, of the\n\nproposed Plan of Allocation, of Lead Counsel\u2019s request for an award of attorney\u2019s fees and\n\f Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 5 of 10\n\n\n\n\npayment of Litigation Expenses incurred in connection with the prosecution of the Action, of\n\nSettlement Class Members\u2019 right to object or seek exclusion from the Settlement Class, and of\n\ntheir right to appear at the Settlement Hearing; (iv) constituted due, adequate, and sufficient notice\n\nto all Persons entitled to receive notice of the proposed Settlement; and (v) satisfied the notice\n\nrequirements of Rule 23 of the Federal Rules of Civil Procedure, the United States Constitution\n\n(including the Due Process Clause), and Section 27 of the Securities Act of 1933, 15 U.S.C. \u00a777z-\n\n1(a)(7).\n\n 6. There have been no objections to the Settlement.\n\n 7. Pursuant to Rule 23(e)(2) of the Federal Rules of Civil Procedure, this Court hereby\n\napproves the Settlement and finds that in light of the benefits to the Settlement Class, the\n\ncomplexity and expense of further litigation, the risks of establishing liability and damages, and\n\nthe costs of continued litigation, said Settlement is, in all respects, fair, reasonable, and adequate,\n\nhaving considered and found that: (a) Plaintiff and Lead Counsel have adequately represented the\n\nSettlement Class; (b) the proposal was negotiated at arm\u2019s-length between experienced counsel;\n\n(c) the relief provided for the Settlement Class is adequate, having taken into account (i) the costs,\n\nrisks, and delay of trial and appeal; (ii) the effectiveness of any proposed method of distributing\n\nrelief to the Settlement Class, including the method of processing Settlement Class Member\n\nclaims; (iii) the terms of any proposed award of attorneys\u2019 fees, including timing of payment; and\n\n(iv) any agreement required to be identified under Rule 23(e)(3); and (d) the proposed Plan of\n\nAllocation treats Settlement Class Members equitably relative to each other. Accordingly, the\n\nSettlement is hereby approved in all respects (including, without limitation: the amount of the\n\nSettlement; the releases provided for in the Stipulation; and the dismissal with prejudice of the\n\f Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 6 of 10\n\n\n\n\nclaims asserted against Defendants) and shall be consummated in accordance with the terms and\n\nprovisions of the Stipulation.\n\n 8. The Court hereby finds that the proposed Plan of Allocation is a fair and reasonable\n\nmethod to allocate the Net Settlement Fund among Settlement Class Members, and Class Counsel\n\nand the Claims Administrator are directed to administer the Plan of Allocation in accordance with\n\nits terms and the terms of the Stipulation.\n\n 9. The Amended Class Action Complaint for Violation of the Securities Act of 1933,\n\nfiled on October 18, 2022 (the \u201cComplaint\u201d), is dismissed in its entirety, with prejudice, and\n\nwithout costs to any Party, except as otherwise provided in the Stipulation.\n\n 10. The Court finds that during the course of the Action, the Parties and their respective\n\ncounsel at all times complied with the requirements of Rule 11 of the Federal Rules of Civil\n\nProcedure.\n\n 11. Upon the Effective Date, Plaintiff and each and every other Settlement Class\n\nMember, on behalf of themselves and each of their respective heirs, executors, trustees,\n\nadministrators, predecessors, successors, assigns, and any other Person claiming (now or in the\n\nfuture) through or on behalf of them, in their capacities as such, (regardless of whether any such\n\nPerson ever seeks or obtains by any means, including, without limitation, by submitting a Proof of\n\nClaim, any disbursement from the Settlement Fund), shall be deemed to have, and by operation of\n\nthis Judgment shall have, (i) fully, finally, and forever compromised, settled, released, resolved,\n\nrelinquished, waived, discharged, and dismissed with prejudice each and every one of the Released\n\nPlaintiff\u2019s Claims against each and every one of the Released Defendant Parties, (ii) covenanted\n\nnot to sue any Settling Defendant or Released Defendant Parties with respect to all such Released\n\nPlaintiff\u2019s Claims, and (iii) shall forever be barred and enjoined, to the fullest extent permitted by\n\f Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 7 of 10\n\n\n\n\nlaw, from commencing, instituting, prosecuting, maintaining, or participating in the prosecution\n\nof any action or other proceeding, in any forum, asserting any and all of the Released Plaintiff\u2019s\n\nClaims against any and all of the Released Defendant Parties.\n\n 12. Upon the Effective Date, Settling Defendants, on behalf of themselves and each of\n\ntheir respective heirs, executors, trustees, administrators, predecessors, successors, assigns, and\n\nany other Person claiming (now or in the future) through or on behalf of them, in their capacities\n\nas such, shall be deemed to have, and by operation of this Judgment shall have, (i) fully, finally,\n\nand forever compromised, settled, released, resolved, relinquished, waived, discharged, and\n\ndismissed with prejudice each and every one of the Released Defendants\u2019 Claims against each and\n\nevery one of the Released Plaintiff Parties, (ii) covenanted not to sue any Released Plaintiff Party\n\nwith respect to all such Released Defendants\u2019 Claims, and (iii) shall forever be barred and enjoined,\n\nto the fullest extent permitted by law, from commencing, instituting, prosecuting, maintaining, or\n\nparticipating in the prosecution of any action or other proceeding, in any forum, asserting any and\n\nall of the Released Defendants\u2019 Claims against any and all of the Released Plaintiff Parties.\n\n 13. Notwithstanding paragraphs 10\u201311 above, nothing in this Judgment shall bar any\n\naction by any of the Parties to enforce or effectuate the terms of the Stipulation or this Judgment\n\nor any derivative plaintiff in the lawsuit captioned In re Stronghold Digital Mining, Inc.\n\nStockholder Derivative Litigation, Lead Case No. 1 :23-cv-07840-RA (S.D.N.Y).\n\n 14. Each Settlement Class Member, whether or not such Settlement Class Member\n\nexecutes and delivers a Claim Form, is bound by this Judgment, including, without limitation, the\n\nrelease of claims as set forth in the Stipulation.\n\n 15. This Judgment and the Stipulation, whether or not consummated, and any\n\ndiscussion, negotiation, proceeding, or agreement relating to the Stipulation, the Settlement, and\n\f Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 8 of 10\n\n\n\n\nany matter arising in connection with settlement discussions or negotiations, proceedings, or\n\nagreements, shall not be offered or received against or to the prejudice of the Parties or their\n\nrespective counsel, for any purpose other than in an action to enforce the terms hereof, and in\n\nparticular:\n\n (a) do not constitute, and shall not be offered or received against or to the\n\nprejudice of any of the Released Defendant Parties as evidence of, or construed as, or deemed to\n\nbe evidence of any presumption, concession, or admission by any of the Released Defendant\n\nParties with respect to the truth of any allegation by Plaintiff and the Settlement Class, or the\n\nvalidity of any claim that has been or could have been asserted in the Action or in any litigation,\n\nincluding but not limited to the Released Plaintiff\u2019s Claims, or of any liability, damages,\n\nnegligence, fault, or other wrongdoing of any kind by any of the Released Defendant Parties or\n\nany person or entity whatsoever;\n\n (b) do not constitute, and shall not be offered or received against or to the\n\nprejudice of any of the Released Defendant Parties as evidence of a presumption, concession, or\n\nadmission of any fault, misrepresentation, or omission with respect to any statement or written\n\ndocument approved or made by Defendants, or against or to the prejudice of Plaintiff, or any other\n\nmember of the Settlement Class as evidence of any infirmity in the claims of Plaintiff, or the other\n\nmembers of the Settlement Class;\n\n (c) do not constitute, and shall not be offered or received against or to the\n\nprejudice of any of the Released Defendant Parties, Plaintiff, any other member of the Settlement\n\nClass, or their respective counsel, as evidence of a presumption, concession, or admission with\n\nrespect to any liability, damages, negligence, fault, infirmity, or other wrongdoing of any kind, or\n\nin any way referred to for any other reason against or to the prejudice of any of the Released\n\f Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 9 of 10\n\n\n\n\nDefendant Parties, Plaintiff, other members of the Settlement Class, or their respective counsel, in\n\nany other civil, criminal, or administrative action or proceeding, other than such proceedings as\n\nmay be necessary to effectuate the provisions of the Stipulation;\n\n (d) do not constitute, and shall not be construed against any of the Released\n\nDefendant Parties, Plaintiff, or any other member of the Settlement Class, as an admission or\n\nconcession that the consideration to be given hereunder represents the amount that could be or\n\nwould have been recovered after trial; and\n\n (e) do not constitute, and shall not be construed as or received in evidence as\n\nan admission, concession, or presumption against Plaintiff, or any other member of the Settlement\n\nClass, that any of their claims are without merit or infirm or that damages recoverable under the\n\nComplaint would not have exceeded the Settlement Amount.\n\n 16. The administration of the Settlement, and the decision of all disputed questions of\n\nlaw and fact with respect to the validity of any claim or right of any Person to participate in the\n\ndistribution of the Net Settlement Fund, shall remain under the authority of this Court.\n\n 17. In the event that the Settlement does not become effective in accordance with the\n\nterms of the Stipulation, then this Judgment shall be rendered null and void to the extent provided\n\nby and in accordance with the Stipulation and shall be vacated, and in such event, all orders entered\n\nand releases delivered in connection herewith shall be null and void to the extent provided by and\n\nin accordance with the Stipulation, and the Settlement Fund shall be returned in accordance with\n\nparagraph 48 of the Stipulation.\n\n 18. Without further order of the Court, the Parties may agree to reasonable extensions\n\nof time to carry out any of the provisions of the Stipulation.\n\f Case 1:22-cv-03088-RA-GS Document 135 Filed 04/14/25 Page 10 of 10\n\n\n\n\n 19. The Parties are hereby directed to consummate the Stipulation and to perform its\n\nterms.\n\n 20. A separate order shall be entered regarding Lead Counsel\u2019s application for\n\nattorneys\u2019 fees and payment of expenses as allowed by the Court. Such order shall in no way\n\ndisturb or affect this Judgment and shall be considered separate from this Judgment. Such order\n\nshall in no way affect or delay the finality of this Judgment and shall not affect or delay the\n\nEffective Date of the Settlement.\n\n 21. Without affecting the finality of this Judgment in any way, this Court hereby retains\n\ncontinuing jurisdiction over: (i) implementation of the Settlement; (ii) the allowance, disallowance,\n\nor adjustment of any Settlement Class Member\u2019s claim on equitable grounds and any award or\n\ndistribution of the Settlement Fund; (iii) disposition of the Settlement Fund; (iv) any applications\n\nfor attorneys\u2019 fees, costs, interest, and payment of expenses in the Action; (v) all Parties for the\n\npurpose of construing, enforcing and administering the Settlement and this Judgment; and (vi)\n\nother matters related or ancillary to the foregoing. There is no just reason for delay in the entry of\n\nthis Judgment and immediate entry by the Clerk of the Court is respectfully directed.\n\n\n DATED this 14th day of April, 2025\n\n\n BY THE COURT:\n\n\n ______________________________\n Honorable Ronnie Abrams\n UNITED STATES DISTRICT JUDGE\n\f","ocr_status":2,"date_upload":"2025-04-15T01:50:57.598891-07:00","document_number":"135","attachment_number":null,"pacer_doc_id":"127037334726","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Judgment AND ~Util - Terminate Motions","acms_document_guid":""}],"date_created":"2025-04-14T14:08:37.377917-07:00","date_modified":"2025-09-26T11:28:10.688494-07:00","date_filed":"2025-04-14","time_filed":"15:45:29","entry_number":135,"recap_sequence_number":"2025-04-14.001","pacer_sequence_number":488,"description":"FINAL JUDGMENT: NOW, THEREFORE, after due deliberation, IT IS ORDERED, ADJUDGED AND DECREED that: 1. This Judgment incorporates and makes a part hereof: (i) the Stipulation filed with the Court on November 8, 2024; and (ii) the notices, which were filed with the Court on November 8, 2024. Capitalized terms not defined in this Judgment shall have the meaning set forth in the Stipulation. 2. This Court has jurisdiction over the subject matter of the Action and all matters relating to the Settlement, as well as personal jurisdiction over all Parties to the Action, including all Settlement Class Members. As further set forth by this Order. 6. There have been no objections to the Settlement. 9. The Amended Class Action Complaint for Violation of the Securities Act of 1933, filed on October 18, 2022 (the \"Complaint\"), is dismissed in its entirety, with prejudice, and without costs to any Party, except as otherwise provided in the Stipulation. 21. Without affecting the finality of this Judgment in any way, this Court hereby retains continuing jurisdiction over: (i) implementation of the Settlement; (ii) the allowance, disallowance, or adjustment of any Settlement Class Members claim on equitable grounds and any award or distribution of the Settlement Fund; (iii) disposition of the Settlement Fund; (iv) any applications for attorneys fees, costs, interest, and payment of expenses in the Action; (v) all Parties for the purpose of construing, enforcing and administering the Settlement and this Judgment; and (vi) other matters related or ancillary to the foregoing. There is no just reason for delay in the entry of this Judgment and immediate entry by the Clerk of the Court is respectfully directed. Motions terminated: 127 MOTION for Settlement Final Approval. filed by Allegheny County Employees Retirement System. (Signed by Judge Ronnie Abrams on 4/14/2025) (tg) (Entered: 04/14/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/422344085/","id":422344085,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/436371798/","id":436371798,"tags":[],"absolute_url":"","date_created":"2025-04-14T14:08:18.069948-07:00","date_modified":"2025-04-14T14:08:18.073896-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Settlement Conference","acms_document_guid":""}],"date_created":"2025-04-14T14:08:18.060497-07:00","date_modified":"2025-04-14T14:08:18.060509-07:00","date_filed":"2025-04-14","time_filed":"16:26:01","entry_number":null,"recap_sequence_number":"2025-04-14.001","pacer_sequence_number":null,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/421913044/","id":421913044,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/435926843/","id":435926843,"tags":[],"absolute_url":"/docket/63237038/134/winter-v-stronghold-digital-mining-inc/","date_created":"2025-04-09T16:11:07.018858-07:00","date_modified":"2025-09-26T11:28:10.246823-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"134","attachment_number":null,"pacer_doc_id":"127037310547","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Letter","acms_document_guid":""}],"date_created":"2025-04-09T16:11:06.990053-07:00","date_modified":"2025-09-26T11:28:10.225025-07:00","date_filed":"2025-04-09","time_filed":"18:12:12","entry_number":134,"recap_sequence_number":"2025-04-09.001","pacer_sequence_number":486,"description":"LETTER addressed to Judge Ronnie Abrams from Jonathan Stern dated April 9, 2025 re: Settlement. Document filed by Allegheny County Employees Retirement System..(Stern, Jonathan) (Entered: 04/09/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/421766704/","id":421766704,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/435776295/","id":435776295,"tags":[],"absolute_url":"/docket/63237038/133/winter-v-stronghold-digital-mining-inc/","date_created":"2025-04-08T14:07:52.478536-07:00","date_modified":"2025-09-26T11:28:10.199127-07:00","sha1":"740ace2550f0444033a82e556c197b2e938a0591","page_count":1,"file_size":153899,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.133.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.133.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 133 Filed 04/08/25 Page 1 of 1\n\n\nUNITED STATES DISTRICT COURT\nSOUTHERN DISTRICT OF NEW YORK\n\n MARK WINTER, individually and on behalf of all\n others similarly situated,\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC., 22-CV-3088 (RA)\n GREGORY A. BEARD, RICARDO R. A\n LARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY ORDER\n SECURITIES, INC., COWEN AND COMPANY,\n LLC, TUDOR, PICKERING, HOLT & CO.\n SECURITIES, LLC, D.A. DAVIDSON & CO.,\n COMPASS POINT RESEARCH & TRADING,\n LLC, and NORTHLAND SECURITIES, INC.,\n Defendants.\n\n\nRONNIE ABRAMS, United States District Judge:\n\n No later than April 9, 2025, Plaintiff\u2019s counsel shall submit a letter clarifying whether the\n\nportion of the proposed attorneys\u2019 fees that represents one-third of the value of 25 Bitcoins is\n\nintended to be paid either: (1) in a lump sum; or (2) in installments, in accordance with the payment\n\nschedule set forth in paragraph 6 of the settlement agreement.\n\nSO ORDERED.\n\n Dated: April 8, 2025\n New York, New York\n\n ________________________________\n Ronnie Abrams\n United States District Judge\n\f","ocr_status":2,"date_upload":"2025-04-09T01:48:46.265967-07:00","document_number":"133","attachment_number":null,"pacer_doc_id":"127037301566","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order","acms_document_guid":""}],"date_created":"2025-04-08T14:07:52.468234-07:00","date_modified":"2025-09-26T11:28:10.097626-07:00","date_filed":"2025-04-08","time_filed":"16:26:33","entry_number":133,"recap_sequence_number":"2025-04-08.001","pacer_sequence_number":484,"description":"ORDER: No later than April 9, 2025, Plaintiff's counsel shall submit a letter clarifying whether the portion of the proposed attorneys' fees that represents one-third of the value of 25 Bitcoins is intended to be paid either: (1) in a lump sum; or (2) in installments, in accordance with the payment schedule set forth in paragraph 6 of the settlement agreement. SO ORDERED. (Signed by Judge Ronnie Abrams on 4/8/2025) (tg) (Entered: 04/08/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/421479211/","id":421479211,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/435479691/","id":435479691,"tags":[],"absolute_url":"/docket/63237038/132/winter-v-stronghold-digital-mining-inc/","date_created":"2025-04-04T16:10:45.531575-07:00","date_modified":"2026-06-25T08:37:57.432023-07:00","sha1":"c4356f1ea357d0edf7b7d0858e17dafc398eae43","page_count":10,"file_size":183219,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.132.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.132.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 1 of 10\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nMARK WINTER, Individually and on Behalf of\nAll Others Similarly Situated, Case No. 1:22-cv-03088-RA\n\n Plaintiff,\n\nv.\n\nSTRONGHOLD DIGITAL MINING, INC.,\nGREGORY A. BEARD, RICARDO R. A\nLARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\nSECURITIES, INC., COWEN AND COMPANY,\nLLC, TUDOR, PICKERING, HOLT & CO.\nSECURITIES, LLC, D.A. DAVIDSON & CO.,\nCOMPASS POINT RESEARCH & TRADING,\nLLC, and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n\n REPLY MEMORANDUM OF LAW IN FURTHER SUPPORT OF (I) PLAINTIFF\u2019S\nMOTION FOR FINAL APPROVAL OF PROPOSED CLASS ACTION SETTLEMENT\n AND PLAN OF ALLOCATION AND (II) LEAD COUNSEL\u2019S MOTION FOR AND\n AWARD OF ATTORNEY\u2019S FEES AND PAYMENT OF EXPENSES\n\f Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 2 of 10\n\n\n\n\n TABLE OF CONTENTS\nI. PRELIMINARY STATEMENT ........................................................................................ 1\n\nII. ARGUMENT ........................................................................................................................ 2\n\n A. THE REACTION OF THE SETTLEMENT CLASS STRONGLY SUPPORTS\n APPROVAL OF THE SETTLEMENT AND PLAN OF ALLOCATION ................. 2\n\n B. THE REACTION OF THE SETTLEMENT CLASS STRONGLY SUPPORTS\n APPROVAL OF THE ATTORNEYS\u2019 FEE AND EXPENSE APPLICATION ........ 5\n\nIII. CONCLUSION .................................................................................................................... 5\n\n\n\n\n i\n\f Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 3 of 10\n\n\n\n\n TABLE OF AUTHORITIES\n\n Page(s)\n\nCases\n\nIn re Am. Int'l Grp., Inc. Sec. Litig.,\n No. 04 CIV 8141 DAB, 2010 WL 5060697 (S.D.N.Y. Dec. 2, 2010) ....................................... 4\n\nIn re AOL Time Warner, Inc.,\n No. 02 CIV. 5575 (SWK), 2006 WL 903236 (S.D.N.Y. Apr. 6, 2006) ..................................... 4\n\nIn re Bear Stearns Cos., Sec., Derivative & ERISA Litig.,\n 909 F. Supp. 2d 259 (S.D.N.Y. 2012)..................................................................................... 3, 4\n\nIn re Citigroup Inc. Sec. Litig.,\n 965 F. Supp. 2d 369 (S.D.N.Y. 2013)......................................................................................... 4\n\nIn re EVCI Career Colleges Holding Corp. Sec. Litig.,\n No. 05 CIV 10240 CM, 2007 WL 2230177 (S.D.N.Y. July 27, 2007) ...................................... 4\n\nIn re Facebook, Inc., IPO Sec. & Derivative Litig.,\n 343 F. Supp. 3d 394 (S.D.N.Y. 2018)......................................................................................... 3\n\nIn re Flag Telecom Holdings, Ltd. Sec. Litig.,\n No. 02-CV-3400 CM PED, 2010 WL 4537550 (S.D.N.Y. Nov. 8, 2010) ................................. 5\n\nIn re Veeco Instruments Inc. Sec. Litig.,\n No. 05 MDL 01695 (CM), 2007 WL 4115809 (S.D.N.Y. Nov. 7, 2007) .............................. 3, 4\n\nIn re Veeco Instruments Inc. Sec. Litig.,\n No. 05 MDL 01695CM, 2007 WL 4115808 (S.D.N.Y. Nov. 7, 2007) ...................................... 5\n\nVaccaro v. New Source Energy Partners L.P.,\n No. 15 CV 8954 (KMW), 2017 WL 6398636 (S.D.N.Y. Dec. 14, 2017) .................................. 5\n\nWal-Mart Stores, Inc. v. Visa U.S.A., Inc.,\n 396 F.3d 96 (2d Cir. 2005).......................................................................................................... 3\n\nRules\n\nFed. R. Civ. P. 23 ............................................................................................................................ 1\n\n\n\n\n ii\n\f Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 4 of 10\n\n\n\n\n Pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, Lead Plaintiff, on behalf of\n\nitself and the proposed Settlement Class,1 respectfully submits this reply memorandum of law in\n\nfurther support of (i) Plaintiffs\u2019 Motion For Final Approval of Proposed Class Action Settlement\n\nand Plan of Allocation (ECF No. 127); and (ii) Lead Counsel\u2019s Motion For An Award of\n\nAttorneys\u2019 Fees and Payment of Expenses (ECF No. 129) (the \u201cMotions\u201d).\n\nI. PRELIMINARY STATEMENT\n\n Now that March 21, 2025 deadlines for seeking exclusion from the Settlement Class or\n\nobjecting to the Settlement have passed, Plaintiff and Lead Counsel respectfully submit that the\n\nreaction of the Settlement Class to the Settlement, Plan of Allocation, and Co-Lead Counsel\u2019s\n\nmotion for attorneys\u2019 fees and expenses has been overwhelmingly positive. A total of 51,500\n\ncopies of the Postcard Notice and Notice Packet have been mailed or emailed to potential\n\nSettlement Class Members and their nominees to date. See Supplemental Declaration of Sarah\n\nEvans Concerning: (A) Mailing and Emailing of the Postcard Notice; (B) Report on Requests for\n\nExclusion and Objections; and (C) Claims Received to Date (\u201cSupp. Mailing Decl.\u201d) at \u00b63.\n\nAdditionally, the Summary Notice was published in the Investor\u2019s Business Daily and transmitted\n\nover the internet using PRNewswire on January 20, 2025. See Declaration of Sarah Evans Dated\n\nMarch 6, 2025, at \u00b611 (\u201cMailing Decl.,\u201d ECF No. 131-2).\n\n There have been no objections to the proposed Settlement or Plan of Allocation, no\n\nobjections to the Fee and Expense Application, and no valid requests for exclusion. See Supp.\n\n\n\n\n1\n All capitalized terms used in this memorandum that are not defined have the same meanings as\nin the Stipulation and Agreement of Settlement, dated June 12, 2024 (the \u201cStipulation\u201d). (ECF No.\n139). Emphasis is added and internal citations and punction is omitted unless noted.\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 5 of 10\n\n\n\n\nMailing Decl. at \u00b68.2 Accordingly, Plaintiffs and Co-Lead Counsel respectfully submit that this\n\nreaction by the Settlement Class further demonstrates the fairness, adequacy, and reasonableness\n\nof the Settlement, Plan of Allocation, and Co-Lead Counsel\u2019s request for attorneys\u2019 fees and\n\nexpenses.\n\nII. ARGUMENT\n\n A. THE REACTION OF THE SETTLEMENT CLASS STRONGLY\n SUPPORTS APPROVAL OF THE SETTLEMENT AND PLAN OF\n ALLOCATION\n\n Pursuant to the Court\u2019s Preliminary Approval Order (ECF No. 144), the Claims\n\nAdministrator has mailed or emailed 51,500 copies of the Postcard Notice and Notice Packet to\n\npotential Settlement Class Members and/or their nominees identified to date. See Supp. Mailing\n\nDecl. at \u00b63. The Notice summarized the basic terms of the proposed Settlement, and stated that\n\nCo-Lead Counsel would apply for an award of attorneys\u2019 fees in an amount not to exceed one third\n\nof the Settlement Fund and payment of Litigation Expenses in an amount not to exceed $250,000.\n\nThe Notice also apprised Settlement Class Members of their right to seek exclusion or object to\n\nthe proposed Settlement, the Plan of Allocation, and/or the request for attorneys\u2019 fees and payment\n\nof expenses, and the March 21, 2025 deadline for doing so.\n\n In addition, copies of the Postcard Notice and Notice Packet, Claim Form, Stipulation, and\n\nmotion papers were posted on webpage designated for this Settlement,\n\nhttps://www.strategicclaims.net/stronghold/, Further, on January 20, 2025, the Claims\n\nAdministrator published the Summary Notice in Investor\u2019s Business Daily and transmitted over\n\nthe internet using PRNewswire (Mailing Decl. at \u00b611), informing readers of the proposed\n\n\n\n2\n Strategic Claims Services received one request for exclusion that was deemed invalid for failure\nto provide sufficient information. Supp. Mailing Decl. at \u00b67.\n\n 2\n\f Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 6 of 10\n\n\n\n\nSettlement, how to obtain copies of the Notice and Claim Form, and the deadlines for the\n\nsubmission of Claim Forms, objections, and exclusion requests.\n\n On March 7, pursuant to the schedule set forth by the Court in the Preliminary Approval\n\nOrder, Plaintiffs and Co-Lead Counsel filed their opening papers in support of the Motions. Those\n\npapers\u2014which are available on the public docket (see ECF Nos. 127-131), the webpage designated\n\nfor the Settlement (https://www.strategicclaims.net/stronghold/)\u2014described Plaintiff\u2019s and Lead\n\nCounsel\u2019s views of the Settlement, work performed in this litigation, and the fee and expense\n\nawards requested.\n\n Following this thorough notice program, no Settlement Class Member objected to any\n\naspect of the Settlement or the Plan of Allocation. This \u201cfavorable reaction of the overwhelming\n\nmajority of class members to the Settlement is perhaps the most significant factor in [the] Grinnell\n\ninquiry,\u201d and accordingly strongly supports a finding that the Settlement is fair, reasonable, and\n\nadequate. Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 119 (2d Cir. 2005); see also In\n\nre Facebook, Inc., IPO Sec. & Derivative Litig., 343 F. Supp. 3d 394, 410 (S.D.N.Y. 2018), aff'd\n\nsub nom. In re Facebook, Inc., 822 F. App'x 40 (2d Cir. 2020) (\u201cThe overwhelmingly positive\n\nreaction\u2013or absence of a negative reaction\u2013weighs strongly in favor of confirming the Proposed\n\nSettlement.\u201d); In re Veeco Instruments Inc. Sec. Litig., No. 05 MDL 01695 (CM), 2007 WL\n\n4115809, at *7 (S.D.N.Y. Nov. 7, 2007) (\u201cThe lack of objections provides effective evidence of\n\nthe fairness of the Settlement.\u201d) (citation omitted). As the Second Circuit reasoned in Wal-Mart,\n\n\u201c[i]f only a small number of objections are received, that fact can be viewed as indicative of the\n\nadequacy of the settlement.\u201d 396 F.3d at 118 (citation omitted); see also In re Bear Stearns Cos.,\n\nSec., Derivative & ERISA Litig., 909 F. Supp. 2d 259, 266-67 (S.D.N.Y. 2012) (the fact that \u201cjust\n\ntwo objections\u201d to the settlement were made weighs strongly in favor of approval).\n\n\n\n 3\n\f Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 7 of 10\n\n\n\n\n The absence of objections from institutional investors or pension funds is also noteworthy.\n\nThat these sophisticated Settlement Class Members\u2014who have the resources to carefully evaluate\n\nthe Settlement and object if it were appropriate to do so\u2014have not objected to the Settlement (or\n\nthe Plan of Allocation) provides further evidence of the fairness of the Settlement. See, e.g., In re\n\nCitigroup Inc. Sec. Litig., 965 F. Supp. 2d 369, 382 (S.D.N.Y. 2013) (that \u201cnot a single objection\n\nwas received from any of the institutional investors\u201d supported settlement); In re AOL Time\n\nWarner, Inc., No. 02 CIV. 5575 (SWK), 2006 WL 903236, at *10 (S.D.N.Y. Apr. 6, 2006) (the\n\nlack of objections from institutional investors supported approval of settlement).\n\n The lack of objections from Settlement Class Members also supports approval of the Plan\n\nof Allocation. See In re EVCI Career Colleges Holding Corp. Sec. Litig., No. 05 CIV 10240 CM,\n\n2007 WL 2230177, at *11 (S.D.N.Y. July 27, 2007) (noting that \u201c[c]ourts \u2026 [should] consider the\n\nreaction of a class to a plan of allocation\u201d and, where there are no objections, \u201cthe Plan of\n\nAllocation should be approved\u201d) (citation omitted); Veeco, 2007 WL 4115809, at *14 (that \u201cnot\n\none class member has objected to the Plan of Allocation which was fully explained in the Notice\n\nof Settlement sent to all Class Members \u2026 supports approval of the Plan of Allocation\u201d) (citation\n\nomitted).\n\n Similarly, the fact that there is no valid request for exclusion reflects the Settlement Class\u2019s\n\napproval of the Settlement and offers clear support for the Court\u2019s final approval thereof. See, e.g.,\n\nBear Stearns, 909 F. Supp. 2d at 266-67 (noting the absence of significant exclusion requests\n\nweighs \u201cstrongly in favor of approval\u201d where 115 requests for exclusion were received); In re Am.\n\nInt'l Grp., Inc. Sec. Litig., No. 04 CIV 8141 DAB, 2010 WL 5060697, at *2 (S.D.N.Y. Dec. 2,\n\n2010), aff'd, 452 F. App'x 75 (2d Cir. 2012) (noting the \u201cextremely positive\u201d reaction to the\n\nsettlement where there were \u201conly 105 requests for exclusion received, out of which 61 were timely\n\n\n\n 4\n\f Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 8 of 10\n\n\n\n\nand valid\u201d).\n\n B. THE REACTION OF THE SETTLEMENT CLASS STRONGLY\n SUPPORTS APPROVAL OF THE ATTORNEYS\u2019 FEE AND EXPENSE\n APPLICATION\n\n As to Co-Lead Counsel\u2019s request for an award of attorneys\u2019 fees and for payment of\n\nexpenses, the Notice reported that Co-Lead Counsel would request a fee award not to exceed one\n\nthirdof the Settlement Fund, which will include accrued interest, if any, and payment of Litigation\n\nExpenses not to exceed $250,000, plus accrued interest, if any. The absence of any objections to\n\nthe requested fee or expense award also weighs strongly in its favor. See, e.g., Vaccaro v. New\n\nSource Energy Partners L.P., No. 15 CV 8954 (KMW), 2017 WL 6398636, at *8 (S.D.N.Y. Dec.\n\n14, 2017) (\u201cThe fact that no class members have explicitly objected to these attorneys\u2019 fees\n\nsupports their award.\u201d) (citation omitted); In re Veeco Instruments Inc. Sec. Litig., No. 05 MDL\n\n01695CM, 2007 WL 4115808, at *10 (S.D.N.Y. Nov. 7, 2007) (reaction of class members to fee\n\nand expense requests \u201c\u2018is entitled to great weight by the Court\u2019\u201d and absence of any objections\n\n\u201csuggests that [a] fee request is fair and reasonable\u201d) (citation omitted); In re Flag Telecom\n\nHoldings, Ltd. Sec. Litig., No. 02-CV-3400 CM PED, 2010 WL 4537550, at *29 (S.D.N.Y. Nov.\n\n8, 2010) (absence of objections to counsel\u2019s fee and expense request \u201cattests to the approval of the\n\nClass\u201d and supports approval).\n\nIII. CONCLUSION\n\n For the reasons set forth herein and the opening papers filed in support of the Motions,\n\nPlaintiffs and Co-Lead Counsel respectfully request that the Court approve the proposed\n\nSettlement and Plan of Allocation as fair, reasonable, and adequate, and approve the request for\n\nattorneys\u2019 fees and payment of expenses. Three proposed orders are being submitted herewith: a\n\nproposed Final Order and Judgment, negotiated by the Parties; a proposed Order Approving Plan\n\nof Allocation; and a proposed Order Awarding Attorneys\u2019 Fees and Expenses.\n 5\n\f Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 9 of 10\n\n\n\n\nDated: April 4, 2025 Respectfully submitted,\n\n THE ROSEN LAW FIRM, P.A.\n\n\n /s/ Jonathan Stern\n Laurence Rosen\n Jonathan Stern\n Phillip C. Kim\n The Rosen Law Firm, P.A.\n 275 Madison Avenue, 40th Fl.\n New York, New York 10016\n\n Counsel for Plaintiff and the Settlement Class\n\n\n\n\n 6\n\f Case 1:22-cv-03088-RA-GS Document 132 Filed 04/04/25 Page 10 of 10\n\n\n\n\n CERTIFICATE OF WORD COUNT PURSUANT TO LR 7.1(c)\n\n I, Jonathan Stern, certify that the foregoing Memorandum of Law in Support of Plaintiffs\u2019\n\nFinal Approval of Class Action Settlement complies with LR 7.1(c). I further certify that the above\n\nreferenced memorandum contains 1,530 words.\n\n /s/ Jonathan Stern\n Jonathan Stern\n\n\n\n\n 7\n\f","ocr_status":2,"date_upload":"2026-06-24T22:15:08.573290-07:00","document_number":"132","attachment_number":null,"pacer_doc_id":"127037284057","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply Memorandum of Law in Support of Motion","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980754/","id":483980754,"tags":[],"absolute_url":"/docket/63237038/132/1/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:14:56.045792-07:00","date_modified":"2026-06-25T07:37:24.925984-07:00","sha1":"57454231fdd59ee27b70e89f3fd54eb1ca509cbd","page_count":10,"file_size":5737860,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.132.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.132.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 1 of 10\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n Case No. 1:22-cv-03088-RA\n MARK WINTER, Individually and on Behalf of All\n Others Similarly Situated, CLASS ACTION\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A.\n LARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\n SECURITIES, INC., COWEN AND COMPANY,\n LLC, TUDOR, PICKERING, HOLT & CO.\n SECURITIES, LLC, D.A. DAVIDSON & CO.,\n COMPASS POINT RESEARCH & TRADING, LLC,\n and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n SUPPLEMENTAL DECLARATION OF SARAH EVANS CONCERNING:\n (A) MAILING AND EMAILING OF THE POSTCARD NOTICE;\n (B) REPORT ON REQUESTS FOR EXCLUSION AND OBJECTIONS;\n AND (C) CLAIMS RECEIVED TO DATE\n\nI, Sarah Evans, declare as follows:\n\n 1. I am a Project Manager of Strategic Claims Services (\u201cSCS\u201d), a nationally\n\nrecognized class action administration firm. I have over nine years of experience specializing in\n\nthe administration of class action cases. SCS was established in April 1999 and has administered\n\nover five hundred and fifty (550) class action cases since its inception. I have personal knowledge\n\nof the facts set forth herein, and if called on to do so, I could and would testify competently thereto.\n\n 2. Pursuant to Court\u2019s Order Granting Preliminary Approval of Class Action\n\nSettlement, Approving Form and Manner of Notice, and Setting Date for Hearing on Final\n\nApproval of Settlement, dated December 16, 2024 (Dkt. No. 125, the \u201cPreliminary Approval\n\n\n\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 2 of 10\n\n\n\n\nOrder\u201d), the Court approved the retention of SCS as the Claims Administrator in connection with\n\nthe Settlement of the above-captioned action. 1 I submit this declaration as a supplement to my\n\npreviously filed Declaration of Sarah Evans Concerning: (A) CAFA Notice Mailing; (B) Mailing\n\nand Emailing of the Postcard Notice; (C) Publication of the Summary Notice; and (D) Report on\n\nRequests for Exclusion and Objections, dated March 6, 2025 (Dkt. No. 131-2, the \u201cInitial Mailing\n\nDeclaration\u201d), to provide the Court and the Parties with updated information regarding the mailing\n\nand emailing of the Postcard Notice to potential Settlement Class Members, as well as updates\n\nconcerning other aspects of the Settlement administration process.\n\n MAILING AND EMAILING OF THE POSTCARD NOTICE\n\n 3. As noted in the Initial Mailing Declaration, SCS had mailed or emailed 2,449 letters\n\nto the Nominee Account Holders and Institutional Groups contained on SCS\u2019s master mailing list,\n\nand a total of 51,500 notices had been sent to potential Settlement Class Members or nominees to\n\ninform them of the Settlement, either by mailed Postcard Notice, emailed Postcard Notice, or\n\nemailed link to the Postcard Notice on the Settlement webpage. Since the Initial Mailing\n\nDeclaration, SCS received a request from a nominee to mail three additional Postcard Notices to\n\ntheir clients who were potential Settlement Class Members, and SCS was notified by a nominee\n\nthat they sent an additional email with the link to the Postcard Notice on the Settlement webpage.\n\nTo date, a total of 51,513 notices have been sent to potential Settlement Class Members or\n\nnominees, of which 4,230 were mailed Postcard Notices and 47,283 were emailed the Postcard\n\nNotice or a link to the Postcard Notice on the Settlement webpage. 2\n\n\n\n1\n All capitalized terms used herein that are not otherwise defined have the meanings ascribed to\nthem in the Stipulation and Agreement of Settlement, dated November 8, 2024 (Dkt. No. 121) (the\n\u201cStipulation\u201d).\n2\n As noted in the Initial Mailing Declaration, SCS received and fulfilled two requests from\npotential Settlement Class Members to mail the Notice and Claim Form to them. Since the Initial\n\n\n 2\n\f Case 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 3 of 10\n\n\n\n\n 4. Out of the 4,230 Postcard Notices mailed, 189 were returned as undeliverable. Of\n\nthese, the United States Postal Service provided forwarding addresses for 10, and SCS immediately\n\nmailed another Postcard Notice to the potential Settlement Class Members at the updated\n\naddresses. The remaining 179 Postcard Notices returned as undeliverable were \u201cskip-traced\u201d to\n\nobtain updated addresses and 82 were re-mailed to updated addresses.\n\n UPDATE ON TOLL-FREE PHONE LINE\n\n 5. The Initial Mailing Declaration noted that SCS maintains a toll-free telephone\n\nnumber (1-866-274-4004) for Settlement Class Members to call and obtain information about the\n\nSettlement. SCS has and will continue to respond promptly to each telephone inquiry and address\n\nSettlement Class Members\u2019 inquiries via the toll-free telephone number throughout the\n\nadministration process.\n\n UPDATE ON SETTLEMENT WEBPAGE\n\n 6. The Initial Mailing Declaration also noted that on January 8, 2025, SCS established\n\nthe dedicated webpage for the Settlement on its website at www.strategicclaims.net/Stronghold.\n\nThe webpage is accessible 24 hours a day, 7 days a week. The webpage contains the current status\n\nof this case; the case deadlines; the online claim filing link; and important documents. Since its\n\nestablishment, SCS has updated the webpage to include additional case documents, including the\n\nNotice of Motion and Motion for an Award of Attorneys\u2019 Fees, Reimbursement of Litigation\n\nExpenses, and Award to Lead Plaintiff (Dkt. No. 129); the Memorandum of Law in Support of\n\nLead Plaintiff\u2019s Motion for an Award of Attorneys\u2019 Fees, Reimbursement of Litigation Expenses,\n\nand Award to Lead Plaintiff (Dkt. No. 130); and the Declaration of Jonathan Stern in Support of\n\n\n\n\nMailing Declaration was filed, SCS has not received any additional requests for the Notice and\nClaim Form to be mailed to potential Settlement Class Members.\n\n\n 3\n\f Case 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 4 of 10\n\n\n\n\nthe Motions for: (I) Final Approval of Class Action Settlement and Plan of Allocation; and (II) an\n\nAward of Attorneys\u2019 Fees, Reimbursement of Litigation Expenses, and Award to Lead Plaintiff\n\n(Dkt. No. 131). SCS will continue to maintain and update the webpage throughout the Settlement\n\nadministration process. To date, the webpage has received 10,645 pageviews from 2,688 unique\n\nusers.\n\n UPDATE ON REPORT ON EXCLUSIONS AND OBJECTIONS\n\n 7. The Notice, the Summary Notice, the Postcard Notice, and the Settlement webpage\n\ninformed potential Settlement Class Members that written requests for exclusion were to be mailed\n\nso that they were received by SCS no later than March 21, 2025. SCS has been monitoring all\n\nmail delivered for this case. Since the date of the Initial Mailing Declaration, SCS has received\n\none request for exclusion. Upon review, it was determined that the request was invalid because the\n\nrequestor was not able to provide information or documentation of their transactions in Stronghold\n\nClass A common stock during the Settlement Class Period, and therefore could not be confirmed\n\nto be a Settlement Class Member. SCS emailed the requestor to inform them that their request was\n\ninvalid due to missing the aforementioned information and documentation. As of the date of this\n\ndeclaration, the request remains invalid. A copy of the invalid exclusion request and email\n\ncorrespondence between SCS and the requestor is attached hereto as Exhibit A.\n\n 8. According to the Notice, Summary Notice, Postcard Notice, and Settlement\n\nwebpage, Settlement Class Members seeking to object to the proposed Settlement or any of its\n\nterms, the proposed Plan of Allocation of the Net Settlement Fund, and/or Lead Counsel\u2019s\n\napplication for attorneys\u2019 fees and expenses must have served their objections by hand or by mail\n\nupon Lead Counsel and Settling Defendants\u2019 Counsel, as well as filed such objections with the\n\n\n\n\n 4\n\f Case 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 5 of 10\n\n\n\n\nClerk of the Court, no later than March 21, 2025. As of the date of this declaration, SCS has not\n\nreceived any misdirected objections, nor has SCS been notified that any objections were filed.\n\n CLAIM FORM FILING STATUS\n\n 9. The Notice, Summary Notice, Postcard Notice, and the Settlement webpage\n\ninformed Settlement Class Members that the deadline for claims submission was April 4, 2025.\n\nAs of the signing of this declaration, SCS has received 10,001 claims. SCS is currently conducting\n\nquality assurance reviews of the submitted claims, such as verifying that claims include the\n\nrequired supporting documentation and identifying duplicated claims. Once this audit process is\n\ncomplete, claimants with incomplete or invalid claims will be given an opportunity to cure their\n\ndeficiencies, to the extent that their deficiencies may be cured. With these steps currently\n\noutstanding, the number of claims considered valid has not yet been finally determined.\n\n I declare under penalty of perjury that the foregoing is true and correct.\n\n Signed this 4th day of April 2025, in Media, Pennsylvania.\n\n\n\n\n ________________________\n Sarah Evans\n\n\n\n\n 5\n\fCase 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 6 of 10\n EXHIBIT A\n\fCase 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 7 of 10\n\f Case 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 8 of 10\nStronghold Securities Litigation Phone (866) 274-4004\nc/o Strategic Claims Services, Inc. Fax (610) 565-7985\n600 N. Jackson Street - Suite 205\nMedia, PA 19063 Email: info@strategicclaims.net\n\n\n\n\nDhaval B Patel\n\n\n\n\nMarch 13, 2025\n\nRe: Stronghold Securities Litigation Exclusion Request \u2013 Additional Information Needed\n\nDear Dhaval Patel,\n\nWe received your letter requesting exclusion from the settlement in Winter v. Stronghold Digital\nMining Inc. et al.\n\nPlease be advised that at this time, the request for exclusion is invalid, as it does not contain\ninformation necessary to establish your membership in the Settlement Class. As speci\ufb01ed in the\nNotice of Pendency of Class Action, Proposed Settlement, and Motion for Attorneys\u2019 Fees and\nexpenses, in order to establish that you are a Settlement Class Member, your exclusion request must\n\u201cstate the number of shares of Stronghold Class A common stock the person or entity purchased or\nacquired on or before December 20, 2021, pursuant and/or traceable to the IPO, as well as the dates\nand prices of each purchase, acquisition, and sale of such shares\u201d.\n\nFor your request to be valid, please provide the foregoing information in your Stronghold Class A\ncommon stock to our o ice no later than March 21, 2025:\n\nStronghold Securities Litigation\nc/o Strategic Claims Services\nP.O. Box 230\n600 N. Jackson Street, Suite 205\nMedia, PA 19063\n\nA copy of this letter has also been sent to the email address provided on the exclusion request.\nShould you have any questions, please feel free to contact our o ice by email at\ninfo@strategicclaims.net or toll-free at (866) 274-4004.\n\nRegards,\n\nSarah Evans\nProject Manager\nStrategic Claims Services\n\f Case 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 9 of 10\n\n\nsevans@strategicclaims.net\n\nFrom: Dhaval Patel\nSent: Sunday, March 16, 2025 4:07 PM\nTo: sevans@strategicclaims.net\nSubject: Re: Stronghold Securities Litigation Exclusion Request - Additional Information Needed\n\n\n\nHello and thank you for reaching out.\n \uc1a0\n \uc1b1.\n \uc19b\n \uc1a3\n \uc19f\n \uc1b0\n \uc197\n \uc1a1\n \uc195\n \uc1b2\n \uc1a2\nI don't even remember which brokerage I bought the shares from, let alone the number of shares \uc193\n \uc19e\n \uc19d\n \uc19a\n \uc199\n \uc198\n \uc196\n \uc1af\n \uc194\n \uc1a4\n\nOn Thu, Mar 13, 2025 at 8:26, sevans@strategicclaims.net\n wrote:\n\nDear Dhaval Patel,\n\n\n\nWe received your letter requesting exclusion from the settlement in Winter v. Stronghold Digital Mining Inc. et al.\n\n\n\nPlease be advised that at this time, the request for exclusion is invalid, as it does not contain information\nnecessary to establish your membership in the Settlement Class. As specified in the Notice of Pendency of Class\nAction, Proposed Settlement, and Motion for Attorneys\u2019 Fees and expenses, in order to establish that you are a\nSettlement Class Member, your exclusion request must \u201cstate the number of shares of Stronghold Class A\ncommon stock the person or entity purchased or acquired on or before December 20, 2021, pursuant and/or\ntraceable to the IPO, as well as the dates and prices of each purchase, acquisition, and sale of such shares\u201d.\n\n\n\nFor your request to be valid, please provide the foregoing information in your Stronghold Class A common stock to\nour office no later than March 21, 2025:\n\n\n\nStronghold Securities Litigation\nc/o Strategic Claims Services\n\nP.O. Box 230\n\n600 N. Jackson Street, Suite 205\n\nMedia, PA 19063\n\n\n\nA copy of this letter is also being sent by USPS to the address provided on the exclusion request. Should you have\nany questions, please feel free to contact our office by email at info@strategicclaims.net or toll-free at (866) 274-\n4004.\n 1\n\f Case 1:22-cv-03088-RA-GS Document 132-1 Filed 04/04/25 Page 10 of 10\n\n\n\nRegards,\n\n\n\nSarah Evans\n\nProject Manager\n\nStrategic Claims Services\n\n\n\n\n 2\n\f","ocr_status":1,"date_upload":"2026-06-24T22:15:39.083665-07:00","document_number":"132","attachment_number":1,"pacer_doc_id":"127037284058","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Supplement Declaration of Sarah Evans","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980755/","id":483980755,"tags":[],"absolute_url":"/docket/63237038/132/2/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:14:56.070991-07:00","date_modified":"2026-06-25T08:20:08.382613-07:00","sha1":"f5edf1125c8d0f9bca0ae5377aa5e1c5058fb549","page_count":10,"file_size":153098,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.132.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.132.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 1 of 10\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n MARK WINTER, Individually and on Behalf of All Case No. 1:22-cv-03088-RA\n Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A.\n LARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\n SECURITIES, INC., COWEN AND COMPANY,\n LLC, TUDOR, PICKERING, HOLT & CO.\n SECURITIES, LLC, D.A. DAVIDSON & CO.,\n COMPASS POINT RESEARCH & TRADING,\n LLC, and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n [PROPOSED] FINAL JUDGMENT\n\n WHEREAS:\n\n A. As of November 6, 2024, Class Representative Allegheny County Employees\n\nRetirement System (\u201cPlaintiff\u201d), on behalf of itself and all other members of the Settlement Class\n\n(defined below), on the one hand, and Stronghold Digital Mining, Inc. (\u201cStronghold\u201d), Gregory A.\n\nBeard, William B. Spence (together with Stronghold, the \u201cStronghold Defendants\u201d), B. Riley\n\nSecurities, Inc., Cowen and Company, LLC, Tudor, Pickering, Holt & Co. Securities, LLC, D.A.\n\nDavidson & Co., Compass Point Research & Trading, LLC, and Northland Securities, Inc.\n\n(collectively, the \u201cUnderwriter Defendants\u201d), and Ricardo R. A. Larroud\u00e9, (together with the\n\nUnderwriter and Stronghold Defendants, the \u201cSettling Defendants\u201d) on the other, entered into a\n\f Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 2 of 10\n\n\n\n\nStipulation and Agreement of Settlement, dated November 6, 2024 (the \u201cStipulation\u201d) in the\n\nabove-titled litigation (the \u201cAction\u201d);\n\n B. Pursuant to the Order Granting Preliminary Approval of Class Action Settlement,\n\nApproving Form and Manner of Notice, and Setting Date for Hearing on Final Approval of\n\nSettlement, entered December 16, 2024 (the \u201cPreliminary Approval Order\u201d), the Court scheduled\n\na hearing for April 11, 2025 at 3:00 p.m. (the \u201cSettlement Hearing\u201d) to, among other things: (i)\n\ndetermine whether the proposed Settlement of the Action and the Plan of Allocation on the terms\n\nand conditions provided for in the Stipulation are fair, reasonable, and adequate, and should be\n\napproved by the Court; (ii) determine whether a judgment as provided for in the Stipulation should\n\nbe entered; and (iii) rule on Lead Counsel\u2019s Fee and Expense Application;\n\n C. The Court ordered that the Postcard Notice, substantially in the form attached to\n\nthe Preliminary Approval Order as Exhibit 4, be mailed by first-class mail, postage prepaid, or\n\nemailed on or before five (5) business days after the first of the month after the date of entry of the\n\nPreliminary Approval Order (\u201cNotice Date\u201d) to all potential Settlement Class Members who could\n\nbe identified through reasonable effort, that the long-form Notice of Pendency of Class Action,\n\nProposed Settlement, and Motion for Attorneys\u2019 Fees and Expenses (the \u201cNotice\u201d) and Proof of\n\nClaim and Release form (the \u201cClaim Form\u201d), substantially in the forms attached to the Preliminary\n\nApproval Order as Exhibits 1 and 2, be made available to Settlement Class Members; and that the\n\nSummary Notice of Pendency of Class Action, Proposed Settlement, and Motion for Attorneys\u2019\n\nFees and Expenses (the \u201cSummary Notice\u201d), substantially in the form attached to the Preliminary\n\nApproval Order as Exhibit 3, be published in Investor\u2019s Business Daily and transmitted over PR\n\nNewswire within fourteen (14) calendar days of the Notice Date;\n\f Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 3 of 10\n\n\n\n\n D. The notices advised potential Settlement Class Members of the date and purpose of\n\nthe Settlement Hearing. The notices further advised that any objections to the Settlement were\n\nrequired to be filed with the Court and served on counsel for the Parties such that they were\n\nreceived by March 21, 2025;\n\n E. The provisions of the Preliminary Approval Order as to notice were complied with;\n\n F. On March 7, 2025, Plaintiff moved for final approval of the Settlement, as set forth\n\nin the Preliminary Approval Order. The Settlement Hearing was duly held before this Court on\n\nApril 11, 2025 at which time all interested Persons were afforded the opportunity to be heard; and\n\n G. This Court has duly considered Plaintiff\u2019s motion for final approval of the\n\nSettlement, the affidavits, declarations, memoranda of law submitted in support thereof, the\n\nStipulation, and all of the submissions and arguments presented with respect to the proposed\n\nSettlement;\n\n NOW, THEREFORE, after due deliberation, IT IS ORDERED, ADJUDGED AND\n\nDECREED that:\n\n 1. This Judgment incorporates and makes a part hereof: (i) the Stipulation filed with\n\nthe Court on November 8, 2024; and (ii) the notices, which were filed with the Court on November\n\n8, 2024. Capitalized terms not defined in this Judgment shall have the meaning set forth in the\n\nStipulation.\n\n 2. This Court has jurisdiction over the subject matter of the Action and all matters\n\nrelating to the Settlement, as well as personal jurisdiction over all Parties to the Action, including\n\nall Settlement Class Members.\n\n 3. The Court hereby affirms its determinations in the Preliminary Approval Order and\n\nfinally certifies, for purposes of the Settlement only, pursuant to Rules 23(a) and (b)(3) of the\n\f Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 4 of 10\n\n\n\n\nFederal Rules of Civil Procedure, the Settlement Class of: all persons and entities who or which\n\npurchased or otherwise acquired Stronghold Class A common stock on or before December 20,\n\n2021, pursuant and/or traceable to the Offering Documents issued in connection with the Class A\n\ncommon stock initial public offering in October 2021, and were damaged thereby. Excluded from\n\nthe Settlement Class are: (i) Defendants; (ii) Immediate Families of the Individual Defendants;\n\n(iii) any person who was an officer, director, or control person of Stronghold, and the Underwriter\n\nDefendants (at all relevant times, and members of their Immediate Families); (iv) Stronghold\u2019s\n\nemployee retirement and/or benefit plan(s) and their participants and/or beneficiaries to the extent\n\nthey purchased or acquired Stronghold Class A common stock through any such plan(s); (v) any\n\nentity in which any Defendant has or had a controlling interest; and (vi) the legal representatives,\n\nheirs, successors, or assigns of any such excluded person or entity. Also excluded from the\n\nSettlement Class are those persons and entities who or which have sought exclusion from the\n\nSettlement Class by submitting a timely and valid request for exclusion. However, any Investment\n\nVehicle will not be excluded from the Settlement Class.\n\n 4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure and for purposes of the\n\nSettlement only, the Court hereby re-affirms its determinations in the Preliminary Approval Order\n\nand finally certifies Plaintiff as Class Representative for the Settlement Class and finally appoints\n\nThe Rosen Law Firm, P.A. as Class Counsel for the Settlement Class.\n\n 5. The Court finds that the dissemination and publication of the Postcard Notice,\n\nNotice, Summary Notice, and Claim Form: (i) complied with the Preliminary Approval Order; (ii)\n\nconstituted the best notice practicable under the circumstances; (iii) constituted notice that was\n\nreasonably calculated to apprise Settlement Class Members of the effect of the Settlement, of the\n\nproposed Plan of Allocation, of Lead Counsel\u2019s request for an award of attorney\u2019s fees and\n\f Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 5 of 10\n\n\n\n\npayment of Litigation Expenses incurred in connection with the prosecution of the Action, of\n\nSettlement Class Members\u2019 right to object or seek exclusion from the Settlement Class, and of\n\ntheir right to appear at the Settlement Hearing; (iv) constituted due, adequate, and sufficient notice\n\nto all Persons entitled to receive notice of the proposed Settlement; and (v) satisfied the notice\n\nrequirements of Rule 23 of the Federal Rules of Civil Procedure, the United States Constitution\n\n(including the Due Process Clause), and Section 27 of the Securities Act of 1933, 15 U.S.C. \u00a777z-\n\n1(a)(7).\n\n 6. There have been no objections to the Settlement.\n\n 7. Pursuant to Rule 23(e)(2) of the Federal Rules of Civil Procedure, this Court hereby\n\napproves the Settlement and finds that in light of the benefits to the Settlement Class, the\n\ncomplexity and expense of further litigation, the risks of establishing liability and damages, and\n\nthe costs of continued litigation, said Settlement is, in all respects, fair, reasonable, and adequate,\n\nhaving considered and found that: (a) Plaintiff and Lead Counsel have adequately represented the\n\nSettlement Class; (b) the proposal was negotiated at arm\u2019s-length between experienced counsel;\n\n(c) the relief provided for the Settlement Class is adequate, having taken into account (i) the costs,\n\nrisks, and delay of trial and appeal; (ii) the effectiveness of any proposed method of distributing\n\nrelief to the Settlement Class, including the method of processing Settlement Class Member\n\nclaims; (iii) the terms of any proposed award of attorneys\u2019 fees, including timing of payment; and\n\n(iv) any agreement required to be identified under Rule 23(e)(3); and (d) the proposed Plan of\n\nAllocation treats Settlement Class Members equitably relative to each other. Accordingly, the\n\nSettlement is hereby approved in all respects (including, without limitation: the amount of the\n\nSettlement; the releases provided for in the Stipulation; and the dismissal with prejudice of the\n\f Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 6 of 10\n\n\n\n\nclaims asserted against Defendants) and shall be consummated in accordance with the terms and\n\nprovisions of the Stipulation.\n\n 8. The Court hereby finds that the proposed Plan of Allocation is a fair and reasonable\n\nmethod to allocate the Net Settlement Fund among Settlement Class Members, and Class Counsel\n\nand the Claims Administrator are directed to administer the Plan of Allocation in accordance with\n\nits terms and the terms of the Stipulation.\n\n 9. The Amended Class Action Complaint for Violation of the Securities Act of 1933,\n\nfiled on October 18, 2022 (the \u201cComplaint\u201d), is dismissed in its entirety, with prejudice, and\n\nwithout costs to any Party, except as otherwise provided in the Stipulation.\n\n 10. The Court finds that during the course of the Action, the Parties and their respective\n\ncounsel at all times complied with the requirements of Rule 11 of the Federal Rules of Civil\n\nProcedure.\n\n 11. Upon the Effective Date, Plaintiff and each and every other Settlement Class\n\nMember, on behalf of themselves and each of their respective heirs, executors, trustees,\n\nadministrators, predecessors, successors, assigns, and any other Person claiming (now or in the\n\nfuture) through or on behalf of them, in their capacities as such, (regardless of whether any such\n\nPerson ever seeks or obtains by any means, including, without limitation, by submitting a Proof of\n\nClaim, any disbursement from the Settlement Fund), shall be deemed to have, and by operation of\n\nthis Judgment shall have, (i) fully, finally, and forever compromised, settled, released, resolved,\n\nrelinquished, waived, discharged, and dismissed with prejudice each and every one of the Released\n\nPlaintiff\u2019s Claims against each and every one of the Released Defendant Parties, (ii) covenanted\n\nnot to sue any Settling Defendant or Released Defendant Parties with respect to all such Released\n\nPlaintiff\u2019s Claims, and (iii) shall forever be barred and enjoined, to the fullest extent permitted by\n\f Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 7 of 10\n\n\n\n\nlaw, from commencing, instituting, prosecuting, maintaining, or participating in the prosecution\n\nof any action or other proceeding, in any forum, asserting any and all of the Released Plaintiff\u2019s\n\nClaims against any and all of the Released Defendant Parties.\n\n 12. Upon the Effective Date, Settling Defendants, on behalf of themselves and each of\n\ntheir respective heirs, executors, trustees, administrators, predecessors, successors, assigns, and\n\nany other Person claiming (now or in the future) through or on behalf of them, in their capacities\n\nas such, shall be deemed to have, and by operation of this Judgment shall have, (i) fully, finally,\n\nand forever compromised, settled, released, resolved, relinquished, waived, discharged, and\n\ndismissed with prejudice each and every one of the Released Defendants\u2019 Claims against each and\n\nevery one of the Released Plaintiff Parties, (ii) covenanted not to sue any Released Plaintiff Party\n\nwith respect to all such Released Defendants\u2019 Claims, and (iii) shall forever be barred and enjoined,\n\nto the fullest extent permitted by law, from commencing, instituting, prosecuting, maintaining, or\n\nparticipating in the prosecution of any action or other proceeding, in any forum, asserting any and\n\nall of the Released Defendants\u2019 Claims against any and all of the Released Plaintiff Parties.\n\n 13. Notwithstanding paragraphs 10\u201311 above, nothing in this Judgment shall bar any\n\naction by any of the Parties to enforce or effectuate the terms of the Stipulation or this Judgment\n\nor any derivative plaintiff in the lawsuit captioned In re Stronghold Digital Mining, Inc.\n\nStockholder Derivative Litigation, Lead Case No. 1 :23-cv-07840-RA (S.D.N.Y).\n\n 14. Each Settlement Class Member, whether or not such Settlement Class Member\n\nexecutes and delivers a Claim Form, is bound by this Judgment, including, without limitation, the\n\nrelease of claims as set forth in the Stipulation.\n\n 15. This Judgment and the Stipulation, whether or not consummated, and any\n\ndiscussion, negotiation, proceeding, or agreement relating to the Stipulation, the Settlement, and\n\f Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 8 of 10\n\n\n\n\nany matter arising in connection with settlement discussions or negotiations, proceedings, or\n\nagreements, shall not be offered or received against or to the prejudice of the Parties or their\n\nrespective counsel, for any purpose other than in an action to enforce the terms hereof, and in\n\nparticular:\n\n (a) do not constitute, and shall not be offered or received against or to the\n\nprejudice of any of the Released Defendant Parties as evidence of, or construed as, or deemed to\n\nbe evidence of any presumption, concession, or admission by any of the Released Defendant\n\nParties with respect to the truth of any allegation by Plaintiff and the Settlement Class, or the\n\nvalidity of any claim that has been or could have been asserted in the Action or in any litigation,\n\nincluding but not limited to the Released Plaintiff\u2019s Claims, or of any liability, damages,\n\nnegligence, fault, or other wrongdoing of any kind by any of the Released Defendant Parties or\n\nany person or entity whatsoever;\n\n (b) do not constitute, and shall not be offered or received against or to the\n\nprejudice of any of the Released Defendant Parties as evidence of a presumption, concession, or\n\nadmission of any fault, misrepresentation, or omission with respect to any statement or written\n\ndocument approved or made by Defendants, or against or to the prejudice of Plaintiff, or any other\n\nmember of the Settlement Class as evidence of any infirmity in the claims of Plaintiff, or the other\n\nmembers of the Settlement Class;\n\n (c) do not constitute, and shall not be offered or received against or to the\n\nprejudice of any of the Released Defendant Parties, Plaintiff, any other member of the Settlement\n\nClass, or their respective counsel, as evidence of a presumption, concession, or admission with\n\nrespect to any liability, damages, negligence, fault, infirmity, or other wrongdoing of any kind, or\n\nin any way referred to for any other reason against or to the prejudice of any of the Released\n\f Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 9 of 10\n\n\n\n\nDefendant Parties, Plaintiff, other members of the Settlement Class, or their respective counsel, in\n\nany other civil, criminal, or administrative action or proceeding, other than such proceedings as\n\nmay be necessary to effectuate the provisions of the Stipulation;\n\n (d) do not constitute, and shall not be construed against any of the Released\n\nDefendant Parties, Plaintiff, or any other member of the Settlement Class, as an admission or\n\nconcession that the consideration to be given hereunder represents the amount that could be or\n\nwould have been recovered after trial; and\n\n (e) do not constitute, and shall not be construed as or received in evidence as\n\nan admission, concession, or presumption against Plaintiff, or any other member of the Settlement\n\nClass, that any of their claims are without merit or infirm or that damages recoverable under the\n\nComplaint would not have exceeded the Settlement Amount.\n\n 16. The administration of the Settlement, and the decision of all disputed questions of\n\nlaw and fact with respect to the validity of any claim or right of any Person to participate in the\n\ndistribution of the Net Settlement Fund, shall remain under the authority of this Court.\n\n 17. In the event that the Settlement does not become effective in accordance with the\n\nterms of the Stipulation, then this Judgment shall be rendered null and void to the extent provided\n\nby and in accordance with the Stipulation and shall be vacated, and in such event, all orders entered\n\nand releases delivered in connection herewith shall be null and void to the extent provided by and\n\nin accordance with the Stipulation, and the Settlement Fund shall be returned in accordance with\n\nparagraph 48 of the Stipulation.\n\n 18. Without further order of the Court, the Parties may agree to reasonable extensions\n\nof time to carry out any of the provisions of the Stipulation.\n\f Case 1:22-cv-03088-RA-GS Document 132-2 Filed 04/04/25 Page 10 of 10\n\n\n\n\n 19. The Parties are hereby directed to consummate the Stipulation and to perform its\n\nterms.\n\n 20. A separate order shall be entered regarding Lead Counsel\u2019s application for\n\nattorneys\u2019 fees and payment of expenses as allowed by the Court. Such order shall in no way\n\ndisturb or affect this Judgment and shall be considered separate from this Judgment. Such order\n\nshall in no way affect or delay the finality of this Judgment and shall not affect or delay the\n\nEffective Date of the Settlement.\n\n 21. Without affecting the finality of this Judgment in any way, this Court hereby retains\n\ncontinuing jurisdiction over: (i) implementation of the Settlement; (ii) the allowance, disallowance,\n\nor adjustment of any Settlement Class Member\u2019s claim on equitable grounds and any award or\n\ndistribution of the Settlement Fund; (iii) disposition of the Settlement Fund; (iv) any applications\n\nfor attorneys\u2019 fees, costs, interest, and payment of expenses in the Action; (v) all Parties for the\n\npurpose of construing, enforcing and administering the Settlement and this Judgment; and (vi)\n\nother matters related or ancillary to the foregoing. There is no just reason for delay in the entry of\n\nthis Judgment and immediate entry by the Clerk of the Court is respectfully directed.\n\n\n DATED this _______ day of ______________, 2025\n\n\n BY THE COURT:\n\n\n ______________________________\n Honorable Ronnie Abrams\n UNITED STATES DISTRICT JUDGE\n\f","ocr_status":2,"date_upload":"2026-06-24T22:15:35.251122-07:00","document_number":"132","attachment_number":2,"pacer_doc_id":"127037284059","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order Final Judgment","acms_document_guid":""}],"date_created":"2025-04-04T16:10:45.507618-07:00","date_modified":"2025-09-26T11:28:10.041211-07:00","date_filed":"2025-04-04","time_filed":"17:15:21","entry_number":132,"recap_sequence_number":"2025-04-04.001","pacer_sequence_number":481,"description":"REPLY MEMORANDUM OF LAW in Support re: 127 MOTION for Settlement Final Approval. . Document filed by Allegheny County Employees Retirement System. (Attachments: # 1 Supplement Declaration of Sarah Evans, # 2 Proposed Order Final Judgment).(Stern, Jonathan) (Entered: 04/04/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/418677392/","id":418677392,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/432489392/","id":432489392,"tags":[],"absolute_url":"/docket/63237038/127/winter-v-stronghold-digital-mining-inc/","date_created":"2025-03-07T19:10:00.289245-08:00","date_modified":"2025-09-26T11:28:09.767476-07:00","sha1":"88bbe09d273f6eb05a7acdc109cad9425e4d155f","page_count":2,"file_size":110321,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.127.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.127.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 127 Filed 03/07/25 Page 1 of 2\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n MARK WINTER, Individually and on Behalf of\n All Others Similarly Situated, Case No. 1:22-cv-03088-RA\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A\n LARROUD\u00c9, WILLIAM B. SPENCE, B.\n RILEY SECURITIES, INC., COWEN AND\n COMPANY, LLC, TUDOR, PICKERING,\n HOLT & CO. SECURITIES, LLC, D.A.\n DAVIDSON & CO., COMPASS POINT\n RESEARCH & TRADING, LLC, and\n NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n NOTICE OF MOTION AND MOTION FOR FINAL APPROVAL OF\n CLAS ACTION SETTLEMENT AND PLAN OF ALLOCATION\n\n\n PLEASE TAKE NOTICE that, pursuant to the Order Granting Motion for Preliminary\n\nApproval of Class Action Settlement, on March 7, 2025 before the Honorable Ronnie Abrams,\n\nThurgood Marshall United States Courthouse, 40 Foley Square, Courtroom 1506, New York, NY\n\n10007, Lead Plaintiff Allegheny County Employees Retirement System will and hereby does move\n\nthe Court for entry of an Order: (1) granting final approval of the Settlement in the Action on the\n\nterms set forth in the Stipulation; and (2) approving the proposed Plan of Allocation for distribution\n\nof the Net Settlement Fund.1\n\n\n\n1\n Capitalized terms that are not otherwise defined herein have the same meanings given to them in\nthe Stipulation of Settlement dated November 8, 2024 (Dkt. No. 121).\n 1\n\f Case 1:22-cv-03088-RA-GS Document 127 Filed 03/07/25 Page 2 of 2\n\n\n\n\n This motion is based on this Notice of Motion; the Memorandum of Law in Support\n\nthereof; the Declaration of Jonathan Stern in Support of the Motions for: (I) Final Approval of\n\nClass Action Settlement and Plan of Allocation; and (II) an Award of Attorneys\u2019 Fees,\n\nReimbursement of Litigation Expenses, and Award to Lead Plaintiff; all exhibits thereto; all\n\npleadings and papers filed herein; arguments of counsel; and any other matters properly before the\n\nCourt.\n\n A proposed Order and Final Judgment granting the requested relief will be submitted with\n\nLead Plaintiff\u2019s reply papers after the deadlines for objecting to the Settlement and requesting\n\nexclusion from the Settlement Class have passed.\n\n\n\n\nDated: March 7, 2025 Respectfully submitted,\n\n THE ROSEN LAW FIRM, P.A.\n\n /s/ Jonathan Stern\n Laurence Rosen\n Jonathan Stern\n Michael Cohen\n Phillip C. Kim\n The Rosen Law Firm, P.A.\n 275 Madison Avenue, 40th Fl.\n New York, New York 10016\n\n Lead Counsel for Lead Plaintiff and the Class\n\n\n\n\n 2\n\f","ocr_status":2,"date_upload":"2025-03-10T12:44:28.524707-07:00","document_number":"127","attachment_number":null,"pacer_doc_id":"127037111745","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Settlement","acms_document_guid":""}],"date_created":"2025-03-07T19:10:00.279824-08:00","date_modified":"2025-09-26T11:28:09.741689-07:00","date_filed":"2025-03-07","time_filed":"21:30:31","entry_number":127,"recap_sequence_number":"2025-03-07.001","pacer_sequence_number":467,"description":"MOTION for Settlement Final Approval. Document filed by Allegheny County Employees Retirement System..(Stern, Jonathan) (Entered: 03/07/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/418677391/","id":418677391,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/432489391/","id":432489391,"tags":[],"absolute_url":"/docket/63237038/128/winter-v-stronghold-digital-mining-inc/","date_created":"2025-03-07T19:10:00.230631-08:00","date_modified":"2026-06-25T07:55:01.035901-07:00","sha1":"01bff5586bffca1f4e6b257e6918abd46277810f","page_count":28,"file_size":325856,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.128.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.128.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 1 of 28\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nMARK WINTER, Individually and on Behalf of\nAll Others Similarly Situated, Case No. 1:22-cv-03088-RA\n\n Plaintiff,\n\nv.\n\nSTRONGHOLD DIGITAL MINING, INC.,\nGREGORY A. BEARD, RICARDO R. A\nLARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\nSECURITIES, INC., COWEN AND COMPANY,\nLLC, TUDOR, PICKERING, HOLT & CO.\nSECURITIES, LLC, D.A. DAVIDSON & CO.,\nCOMPASS POINT RESEARCH & TRADING,\nLLC, and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n\n MEMORANDUM OF LAW IN SUPPORT OF\n LEAD PLAINTIFF\u2019S MOTION FOR FINAL APPROVAL OF\n CLASS ACTION SETTLEMENT AND PLAN OF ALLOCATION\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 2 of 28\n\n\n\n\n TABLE OF CONTENTS\n\nI. INTRODUCTION................................................................................................................ 1\n\nII. STANDARDS GOVERNING APPROVAL OF CLASS ACTION SETTLEMENTS . 3\n\nIII. ARGUMENT ........................................................................................................................ 4\n\n A. The Settlement is Fair, Reasonable, and Adequate in Light of The Factors Outlined\n by Rule 23(e)(2) and the Remaining Grinnell Factors ................................................... 4\n\n 1. Lead Plaintiff and Lead Counsel Adequately Represented the Settlement Class ... 4\n\n 2. The Settlement is the Result of Arm\u2019s Length Negotiations ...................................... 6\n\n 3. The Settlement is an Excellent Result for the Class in Light of the Benefits of the\n Settlement and the Risks of Continued Litigation ...................................................... 6\n\n (a) Complexity, Expense and Duration of Litigation .................................................... 7\n\n (b) Establishing Liability and Damages .......................................................................... 9\n\n (c) Risks of Maintaining Class Action Status............................................................... 11\n\n (d) Range of Reasonableness in Light of the Best Possible Recovery and Attendant\n Risks of Litigation ..................................................................................................... 11\n\n 4. The Remaining Rule 23(e) Factors Support Final Approval ................................... 13\n\n 5. The Settlement Treats all Members of the Class Equitably Relative to Each Other\n ........................................................................................................................................ 15\n\n 6. The Settlement Class\u2019s Reaction to the Settlement Supports Final Approval ....... 15\n\n 7. The Remaining Grinnell Factors are Neutral or Weigh in Favor of Final Approval\n ........................................................................................................................................ 16\n\n B. The Plan of Allocation is Fair and Reasonable ............................................................ 18\n\n C. The Settlement Class Should be Finally Certified ....................................................... 19\n\n D. The Notice Program Satisfies Rule 23 and Due Process ............................................. 20\n\nIV. CONCLUSION .................................................................................................................. 21\n\n\n\n\n i\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 3 of 28\n\n\n\n\n TABLE OF AUTHORITIES\n\n Page(s)\n\nCases\n\nArbuthnot v. Pierson,\n 607 F. App'x 73 (2d Cir. 2015) ................................................................................................... 7\n\nBaffa v. Donaldson, Lufkin & Jenrette Sec. Corp.,\n 222 F.3d 52 (2d Cir. 2000).......................................................................................................... 4\n\nBeach v. JPMorgan Chase Bank, N.A.,\n 2020 WL 6114545 (S.D.N.Y. Oct. 7, 2020) ............................................................................... 4\n\nCagan v. Anchor Sav. Bank FSB,\n 1990 WL 73423 (E.D.N.Y. May 22, 1990) .............................................................................. 13\n\nChatelain v. Prudential-Bache Sec., Inc.,\n 805 F. Supp. 209 (S.D.N.Y. 1992) ........................................................................................... 11\n\nChristine Asia Co., Ltd. v. Ma,\n 2019 WL 5257534 (S.D.N.Y. Oct. 16, 2019) ........................................................................... 14\n\nCity of Detroit v. Grinnell Corp.,\n 495 F.2d 448 (2d Cir. 1974).............................................................................................. 4, 7, 13\n\nCity of Providence v. Aeropostale,\n 2014 WL 1883494 (S.D.N.Y. May 9, 2014) ........................................................................ 7, 18\n\nD\u2019Amato v. Deutsche Bank,\n 236 F.3d 78 (2d Cir. 2001).......................................................................................................... 6\n\nHefler v. Wells Fargo & Co.,\n 2018 WL 4207245 (N.D. Cal. Sept. 4, 2018) ........................................................................... 14\n\nHicks v. Stanley,\n 2005 WL 2757792 (S.D.N.Y. Oct. 24, 2005) ............................................................................. 8\n\nIn re Advanced Battery Techs., Inc. Sec. Litig.,\n 298 F.R.D. 171 (S.D.N.Y. 2014) .............................................................................................. 18\n\nIn re \u201cAgent Orange\u201d Prods. Liab. Litig.,\n 597 F. Supp. 740 (E.D.N.Y. 1984) ........................................................................................... 12\n\nIn re Alloy, Inc. Sec. Litig.,\n 2004 WL 2750089 (S.D.N.Y. Dec. 2, 2004) .............................................................................. 8\n\n ii\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 4 of 28\n\n\n\n\nIn re Am. Bank Note Holographics, Inc.,\n 127 F. Supp. 2d 418 (S.D.N.Y. 2001)................................................................................... 8, 17\n\nIn re AOL Time Warner, Inc.,\n 2006 WL 903236 (S.D.N.Y. Apr. 6, 2006)............................................................................. 7, 8\n\nIn re Bear Stearns Companies, Inc. Sec., Derivative, & ERISA Litig.,\n 909 F. Supp. 2d 259 (S.D.N.Y. 2012)................................................................................... 7, 16\n\nIn re Citigroup Inc. Sec. Litig.,\n 965 F. Supp. 2d 369 (S.D.N.Y. 2013)................................................................................... 7, 15\n\nIn re Giant Interactive Grp., Inc. Sec. Litig.,\n 279 F.R.D. 151 (S.D.N.Y. 2011) .............................................................................................. 18\n\nIn re Glob. Crossing Sec. & ERISA Litig.,\n 225 F.R.D. 436 (S.D.N.Y. 2004) .................................................................................... 9, 10, 11\n\nIn re GSE Bonds Antitrust Litig.,\n 414 F. Supp. 3d 686 (S.D.N.Y. 2019)............................................................................... 7, 9, 11\n\nIn re IMAX Sec. Litig.,\n 283 F.R.D. 178 (S.D.N.Y. 2012) ........................................................................................ 10, 17\n\nIn re Luxottica Grp. S.p.A. Sec. Litig.,\n 233 F.R.D. 306 (E.D.N.Y. 2006) .............................................................................................. 15\n\nIn re Marsh & McLennan Companies, Inc. Sec. Litig.,\n 2009 WL 5178546 (S.D.N.Y. Dec. 23, 2009) .......................................................................... 11\n\nIn re Marsh ERISA Litig.,\n 265 F.R.D. 128 (S.D.N.Y. 2010) .............................................................................................. 15\n\nIn re Merrill Lynch & Co., Inc. Rsch. Reps. Sec. Litig.,\n 246 F.R.D. 156 (S.D.N.Y. 2007) .............................................................................................. 20\n\nIn re NASDAQ Mkt.-Makers Antitrust Litig.,\n 187 F.R.D. 465 (S.D.N.Y. 1998) ................................................................................................ 5\n\nIn re Patriot Nat'l, Inc. Sec. Litig.,\n 828 F. App'x 760 (2d Cir. 2020) ............................................................................................. 4, 5\n\nIn re Telik, Inc. Sec. Litig.,\n 576 F. Supp. 2d 570 (S.D.N.Y. 2008)....................................................................................... 11\n\n\n\n iii\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 5 of 28\n\n\n\n\nMaley v. Del Glob. Techs. Corp.,\n 186 F. Supp. 2d 358 (S.D.N.Y. 2002)................................................................................. 14, 16\n\nMcMahan & Co. v. Wherehouse Ent., Inc.,\n 65 F.3d 1044 (2d Cir. 1995)...................................................................................................... 10\n\nMeredith Corp. v. SESAC, LLC,\n 87 F. Supp. 3d 650 (S.D.N.Y. 2015)......................................................................................... 18\n\nMorris v. Affinity Health Plan, Inc.,\n 859 F. Supp. 2d 611 (S.D.N.Y. 2012)....................................................................................... 13\n\nPennsylvania Transportation Auth. v. Orrstown Fin. Servs., Inc.,\n 2023 WL 1454371 (M.D. Pa. Feb. 1, 2023) ............................................................................... 6\n\nStrougo ex rel. Brazilian Equity Fund, Inc. v. Bassini,\n 258 F. Supp. 2d 254 (S.D.N.Y. 2003)......................................................................................... 8\n\nWal-Mart Stores, Inc. v. Visa U.S.A., Inc.,\n 396 F.3d 96 (2d Cir. 2005).................................................................................................... 6, 20\n\nStatutes\n\n15 U.S.C. \u00a7 77k(e) ........................................................................................................................ 10\n\nRules\n\nFed. R. Civ. P. 23 ................................................................................................................... passim\n\n\n\n\n iv\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 6 of 28\n\n\n\n\n Pursuant to Fed. R. Civ. P. 23(e), the Court-appointed Lead Plaintiff Allegheny County\n\nEmployees Retirement System (\u201cLead Plaintiff\u201d), on behalf of itself and the Settlement Class,\n\nrespectfully submits this memorandum of law in support of its motion for final approval of the\n\nproposed Settlement and Plan of Allocation.1\n\nI. INTRODUCTION\n\n Lead Plaintiff achieved a highly favorable resolution of the Action. The proposed\n\nSettlement will resolve all claims against Stronghold Digital Mining, Inc. (\u201cStronghold\u201d or the\n\n\u201cCompany\u201d), Gregory A. Beard, William B. Spence (together with Stronghold, the \u201cStronghold\n\nDefendants\u201d), B. Riley Securities, Inc., Cowen and Company, LLC, Tudor, Pickering, Holt & Co.\n\nSecurities, LLC, D.A. Davidson & Co., Compass Point Research & Trading, LLC, and Northland\n\nSecurities, Inc. (collectively, the \u201cUnderwriter Defendants\u201d), and Ricardo R. A. Larroud\u00e9,\n\n(together with the Underwriter Defendants and Stronghold Defendants, the \u201cSettling Defendants\u201d)\n\nin exchange for a non-reversionary cash payment of four million seven hundred and fifty thousand\n\n($4.75 million) and the US dollar value of 25 Bitcoins currently valued at $90,545.92 per Bitcoin2.\n\nAs described below and in the Stern Declaration, the Settlement provides a significant and certain\n\nrecovery in a case that presented numerous hurdles and risks.\n\n By the time the Settlement was reached, Lead Plaintiff and its counsel were well informed\n\n\n\n1\n All capitalized terms used herein that are not otherwise defined herein have the meanings ascribed\nto them in the Stipulation of Settlement (the \u201cStipulation\u201d) dated November 8, 2024 (Dkt. No.\n121), the Declaration of Jonathan Stern in Support of Lead Plaintiff\u2019s Motions for: (I) Final\nApproval of Class Action Settlement and Plan of Allocation; and (II) an Award of Attorneys\u2019 Fees,\nReimbursement of Expenses, and Award to Lead Plaintiff (the \u201cStern Declaration\u201d or \u201cStern\nDecl.\u201d), filed concurrently with this motion, or the Amended Complaint (Dkt. No. 48). All citations\nto \u201c\u00b6 __\u201d and \u201cEx. __\u201d in this memorandum refer, respectively, to paragraphs in, and Exhibits to,\nthe Stern Declaration.\n2\n Based on the Nasdaq Bitcoin Reference Price Index (NQBTC) as of March 6, 2025. Available at\nhttps://indexes.nasdaq.com/Index/History/NQBTC.\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 7 of 28\n\n\n\n\nabout the strengths and weaknesses of the claims as well as Defendants\u2019 defenses. Indeed, as\n\ndescribed in the Stern Declaration, Lead Plaintiff and its counsel engaged in extensive actions to\n\nevaluate and prosecute their claims, including (i) a comprehensive investigation that involved,\n\namong other things, a review of publicly available information regarding the Company; (ii)\n\nengaging a damages and causation expert; (iii) defeating, in part, the Underwriter and Stronghold\n\nMTDs; (iv) engaging in discovery, including the review of more than 10,000 pages of documents;\n\n(v) preparing the Class Certification Motion; (vi) engaging in arm\u2019s-length negotiations between\n\nexperienced counsel with the assistance of a well-respected Mediator. \u00b69. As discussed in greater\n\ndetail below and in the Stern Declaration, Lead Plaintiff and Lead Counsel believe the proposed\n\nSettlement meets the standards for final approval and is in the best interests of the Settlement Class.\n\nAccordingly, Lead Plaintiff respectfully requests the Court grant final approval of the Settlement.3\n\n Lead Plaintiff also requests approval of the Plan of Allocation of the Net Settlement Fund.\n\nThe Plan of Allocation was developed in conjunction with Lead Plaintiff\u2019s damages expert and is\n\ndesigned to distribute the proceeds of the Net Settlement Fund fairly and equitably to Settlement\n\nClass Members. \u00b6\u00b654-63. As such, Lead Plaintiff respectfully submits that it is fair and should be\n\napproved.\n\n Finally, the notice program constituted the \u201cbest notice...practicable under the\n\ncircumstances\u201d and thus satisfies Rule 23 and due process. In total, 51,500 potential Settlement\n\nClass Members were notified of the Settlement by either mailed Postcard Notice or emailed direct\n\nlink to the Long Notice and Claim Form. See Declaration of Sarah Evans Concerning: (A) Mailing\n\n\n\n3\n The Stern Declaration is an integral part of this submission and, for the sake of brevity in this\nmemorandum, the Court is respectfully referred to it for a detailed description of the factual\nbackground and the nature of the claims asserted (\u00b6\u00b66, 14); the work done by Lead Plaintiff and\nLead Counsel to prosecute the Action (\u00b6\u00b69, 15-30); the risks and uncertainties of the\nlitigation(\u00b6\u00b632-39); and the negotiations leading to the Settlement (\u00b6\u00b626-30).\n 2\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 8 of 28\n\n\n\n\nof the Notice and Claim Form; (B) Publication of the Summary Notice; And (C) Report on\n\nRequests for Exclusion and Objections (\u201cEvans Declaration\u201d or \u201cEvans Decl.\u201d), Ex. 2 at \u00b68. 12.\n\nWhile the deadline to request exclusion or object to the Settlement has not yet passed, it is\n\nindicative of the Settlement\u2019s high quality that no objections or requests for exclusion have been\n\nreceived to date. Id., at \u00b6\u00b613-14.\n\n In sum, the Settlement is both procedurally and substantively fair, reasonable, and\n\nadequate. Accordingly, Lead Plaintiff respectfully requests that the Court grant final approval of\n\nthe Settlement and Plan of Allocation.\n\nII. STANDARDS GOVERNING APPROVAL OF CLASS ACTION SETTLEMENTS\n\n Rule 23(e) of the Federal Rules of Civil Procedure provides that a class action settlement\n\nmust be presented to the Court for approval, and should be approved if the Court finds it \u201cfair,\n\nreasonable, and adequate.\u201d Fed. R. Civ. P. 23(e)(2).4 Rule 23(e)(2)\u2014which governs final\n\napproval\u2014requires courts to consider the following questions in determining whether a proposed\n\nsettlement is fair, reasonable, and adequate:\n\n (A) have the class representatives and class counsel adequately represented the class;\n (B) was the proposal negotiated at arm\u2019s length;\n (C) is the relief provided for the class adequate, taking into account:\n (i) the costs, risks, and delay of trial and appeal;\n (ii) the effectiveness of any proposed method of distributing relief to the class,\n including the method of processing class-member claims;\n (iii) the terms of any proposed award of attorneys\u2019 fees, including timing of\n payment; and\n (iv) any agreement required to be identified under Rule 23(e)(3); and\n (D) does the proposal treat class members equitably relative to each other.\n\n\n\n\n4\n Unless otherwise indicated, all emphasis is added and citations and quotations omitted.\n 3\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 9 of 28\n\n\n\n\n The Rule 23(e)(2) factors are not exclusive, nor intended to displace any factor previously\n\nadopted by the courts. The Second Circuit\u2019s traditional factors utilized to evaluate the propriety\n\nof a class action settlement (certain of which overlap with Rule 23(e)(2)) are still relevant:\n\n (1) the complexity, expense and likely duration of the litigation; (2) the reaction\n of the class to the settlement; (3) the stage of the proceedings and the amount\n of discovery completed; (4) the risks of establishing liability; (5) the risks of\n establishing damages; (6) the risks of maintaining the class action through the\n trial; (7) the ability of the defendants to withstand a greater judgment; (8) the\n range of reasonableness of the settlement fund in light of the best possible\n recovery; [and] (9) the range of reasonableness of the settlement fund to a\n possible recovery in light of all the attendant risks of litigation.\n\nCity of Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir. 1974); see also Beach v. JPMorgan\n\nChase Bank, N.A., 2020 WL 6114545 (S.D.N.Y. Oct. 7, 2020) (evaluating settlement based on\n\nfactors set forth in Fed. R. Civ. P. 23(e)(2) and Grinnell). As set forth below, the proposed\n\nSettlement satisfies the criteria for final approval under the four Rule 23(e)(2) factors, as well as\n\nthe relevant, non-duplicative Grinnell factors.\n\nIII. ARGUMENT\n\n A. The Settlement is Fair, Reasonable, and Adequate in Light of The Factors\n Outlined by Rule 23(e)(2) and the Remaining Grinnell Factors\n\n 1. Lead Plaintiff and Lead Counsel Adequately Represented the\n Settlement Class\n\n Fed. R. Civ. P. 23(e)(2)(A) requires the Court to consider whether the \u201cclass representatives\n\nand class counsel have adequately represented the class.\u201d In assessing adequacy, \u201cthe primary\n\nfactors are whether the class representatives have any \u2018interests antagonistic to the interests of\n\nother class members\u2019 and whether the representatives \u2018have an interest in vigorously pursuing the\n\nclaims of the class.\u2019\u201d In re Patriot Nat'l, Inc. Sec. Litig., 828 F. App'x 760, 764 (2d Cir. 2020)\n\n(citing cases); see also Baffa v. Donaldson, Lufkin & Jenrette Sec. Corp., 222 F.3d 52, 60 (2d Cir.\n\n2000) (\u201cGenerally, adequacy of representation entails inquiry as to whether: 1) plaintiff\u2019s interests\n\n\n 4\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 10 of 28\n\n\n\n\nare antagonistic to the interest of other members of the class and; 2) plaintiff\u2019s attorneys are\n\nqualified, experienced and able to conduct the litigation.\u201d).\n\n First, Lead Plaintiff\u2019s claims are typical of and coextensive with the claims of the\n\nSettlement Class, and he has no antagonistic interests. Lead Plaintiff suffered substantial losses as\n\na result of Defendants\u2019 allegedly wrongful conduct, and his interest in obtaining the largest\n\npossible recovery is, therefore, aligned with the other Settlement Class Members. See Patriot, 828\n\nF. App\u2019x at *764 (finding adequacy where \u201clead plaintiffs were sufficiently motivated to recover\n\nas much as possible for each class member.\u201d). In addition, Lead Plaintiff diligently oversaw the\n\nlitigation, conducted its own research and investigation of the Company, and communicated with\n\nhis respective counsel on a regular basis. See Declaration of Lead Plaintiff Allegheny County\n\nEmployees Retirement System (\u201cACERS Declaration\u201d or \u201cACERS Decl.\u201d), Ex. 3 at, \u00b6\u00b63-4.\n\n Second, Lead Plaintiff retained counsel who is highly experienced in securities litigation,\n\nand has a long and successful track record representing investors in such cases. See Ex. 4-A.\n\n(Rosen Law\u2019s Firm Resume). As noted above, Lead Counsel vigorously prosecuted the Settlement\n\nClass\u2019s claims, and the Parties were acutely aware of the case\u2019s strengths and weaknesses prior to\n\nentering the Settlement. \u00b667 (detailing counsel\u2019s extensive investigation of Stronghold, drafting\n\ndetailed amended complaint, opposition to motion to dismiss, serving document requests on\n\nDefendants and meeting and conferring multiple times about them, drafting a detailed mediation\n\nstatement, and participating in a full-day mediation session). See In re NASDAQ Mkt.-Makers\n\nAntitrust Litig., 187 F.R.D. 465, 474 (S.D.N.Y. 1998) (courts consistently give \u201c\u2018great weight\u2019 . . .\n\nto the recommendations of counsel, who are most closely acquainted with the facts of the\n\nunderlying litigation.\u201d).\n\n\n\n\n 5\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 11 of 28\n\n\n\n\n 2. The Settlement is the Result of Arm\u2019s Length Negotiations\n\n Rule 23(e)(2)(B) requires procedural fairness: that \u201cthe proposal was negotiated at arm\u2019s\n\nlength.\u201d Fed. R. Civ. P. 23(e)(2)(B). A presumption of fairness, adequacy, and reasonableness\n\nmay attach to a class settlement reached in arm\u2019s length negotiations between experienced, capable\n\ncounsel. Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 116 (2d Cir. 2005). Here, as\n\ndetailed in the Stern Declaration and Declaration of Greg Danilow (\u201cDanilow Decl.\u201d), Ex. 1, the\n\nmediation process was hard-fought and included a full-day mediation session. \u00b610; Danilow Decl.\n\nat \u00b6\u00b612-14. Mr. Danilow\u2019s declaration attests to the integrity of the mediation process and endorses\n\nthe Settlement as being in the best interests of the Settlement Class. Id. at \u00b6\u00b613-14. Mr. Danilow\u2019s\n\nparticipation in the instant Settlement underscores that it is the product of non-collusive, arm\u2019s-\n\nlength negotiations. See D\u2019Amato v. Deutsche Bank, 236 F.3d 78, 85 (2d Cir. 2001) (a \u201cmediator\u2019s\n\ninvolvement in . . . settlement negotiations helps to ensure that the proceedings were free of\n\ncollusion and undue pressure\u201d); Se. Pennsylvania Transportation Auth. v. Orrstown Fin. Servs.,\n\nInc., 2023 WL 1454371, at *10 (M.D. Pa. Feb. 1, 2023) (Mr. [Danilow\u2019s] involvement as a\n\nmediator and a settlement as a result of his proposal \u201cdemonstrates that the settlement reached\n\nbetween the parties resulted from an extensive good faith, arm\u2019s length negotiation.\u201d).\n\n 3. The Settlement is an Excellent Result for the Class in Light of the\n Benefits of the Settlement and the Risks of Continued Litigation\n\n Under Rule 23(e)(2)(C), the Court must also consider whether \u201cthe relief provided for the\n\nclass is adequate, taking into account ... the costs, risks, and delay of trial and appeal\u201d along with\n\nother relevant factors. Fed. R. Civ. P. 23(e)(2)(C).5 As discussed below, each of these factors\n\nsupports the Settlement\u2019s approval.\n\n\n5\n Rule 23(e)(2)(C)(i) essentially incorporates six of the traditional Grinnell factors: the complexity,\nexpense, and likely duration of the litigation (first factor); the risks of establishing liability and\ndamages (fourth and fifth factors); the risks of maintaining class action status through the trial\n 6\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 12 of 28\n\n\n\n\n (a) Complexity, Expense and Duration of Litigation\n\n In general, \u201cthe more complex, expensive, and time consuming the future litigation, the\n\nmore beneficial settlement becomes as a matter of efficiency to the parties and to the Court.\u201d In re\n\nCitigroup Inc. Sec. Litig., 965 F. Supp. 2d 369, 381-82 (S.D.N.Y. 2013). This is particularly true\n\nhere, as \u201csecurities class actions are by their very nature complicated and district courts in this\n\nCircuit have \u2018long recognized\u2019 that securities class actions are \u2018notably difficult and notoriously\n\nuncertain\u2019 to litigate.\u201d City of Providence v. Aeropostale, 2014 WL 1883494, at *5 (S.D.N.Y. May\n\n9, 2014) (quoting In re Bear Stearns Companies, Inc. Sec., Derivative, & ERISA Litig., 909 F.\n\nSupp. 2d 259, 266 (S.D.N.Y. 2012)), aff\u2019d sub nom. Arbuthnot v. Pierson, 607 F. App'x 73 (2d\n\nCir. 2015).\n\n Further litigation would have required substantial additional expenditures of time and\n\nresources, involving complex issues of law and fact, with a significant risk of a lower recovery.\n\n\u00b6\u00b633-35; see In re AOL Time Warner, Inc., 2006 WL 903236, at *9 (S.D.N.Y. Apr. 6, 2006) (\u201cIn\n\naddition to the complex issues of fact involved in this case, the legal requirements for recovery\n\nunder the securities laws present considerable challenges, particularly with respect to loss\n\ncausation and the calculation of damages.\u201d).\n\n In the absence of the Settlement, the Action would have required extensive fact and expert\n\ndiscovery, as well as litigating a class certification motion, summary judgment motions, and\n\nDaubert motions, followed by proving Lead Plaintiff\u2019s claims at trial, post-trial motions, and\n\nappeals. Throughout each litigation phase, Lead Plaintiff would undoubtedly have continued to\n\n\n\n(sixth factor); and the range of reasonableness of the settlement fund in light of the best possible\nrecovery and the attendant risks of litigation (eighth and ninth factors). See Grinnell, 495 F.2d at\n463; see also In re GSE Bonds Antitrust Litig., 414 F. Supp. 3d 686, 693 (S.D.N.Y. 2019) (\u201cThis\ninquiry overlaps significantly with a number of Grinnell factors, which help guide the Court\u2019s\napplication of Rule 23(e)(2)(C)(i).\u201d).\n 7\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 13 of 28\n\n\n\n\nface a robust defense from Defendants\u2019 experienced counsel. See In re Alloy, Inc. Sec. Litig., 2004\n\nWL 2750089, at *2 (S.D.N.Y. Dec. 2, 2004) (securities class action \u201clikely to be litigated\n\naggressively, at substantial expense to all parties\u201d). As a result of such \u201cnotorious complexity,\n\nsecurities class action litigation is often resolved by settlement, which circumvents the difficulty\n\nand uncertainty inherent in long, costly trials.\u201d AOL Time Warner, 2006 WL 903236, at *8.\n\n Even if Lead Plaintiff could recover an equally large judgment after a trial and recover\n\nfrom Defendants \u2013 both of which are not certain given the risks \u2013 the additional delay through\n\npost-trial motions and the appellate process could deny the Settlement Class any recovery for\n\nyears, further reducing its value. See Strougo ex rel. Brazilian Equity Fund, Inc. v. Bassini, 258 F.\n\nSupp. 2d 254, 261 (S.D.N.Y. 2003) (\u201c[E]ven if a shareholder or class member was willing to\n\nassume all the risks of pursuing the actions through further litigation [.]. . . the passage of time\n\nwould introduce yet more risks . . . and would, in light of the time value of money, make future\n\nrecoveries less valuable than this current recovery\u201d).\n\n Additionally, there is a very significant risk that, due to Stronghold\u2019s publicly available\n\nfinancial condition, further litigation might yield a smaller recovery \u2013 or no recovery at all \u2013 several\n\nyears in the future. See, e.g., Hicks v. Stanley, 2005 WL 2757792, at *6 (S.D.N.Y. Oct. 24, 2005)\n\n(\u201cFurther litigation would necessarily involve further costs; justice may be best served with a fair\n\nsettlement today as opposed to an uncertain future settlement or trial of the action.\u201d); In re Am.\n\nBank Note Holographics, Inc., 127 F. Supp. 2d 418, 425 (S.D.N.Y. 2001) (protracted litigation\n\ncould force a company experiencing financial difficulties into bankruptcy and foreclose significant\n\nrecovery for the class). The Settlement eliminates the expense and delay of continued litigation,\n\nthe depletion of existing resources for settlement funds, and the risk that the Settlement Class could\n\nreceive no recovery.\n\n\n\n 8\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 14 of 28\n\n\n\n\n (b) Establishing Liability and Damages\n\n In considering these factors, \u201ca court \u2018should balance the benefits afforded the Class,\n\nincluding immediacy and certainty of recovery, against the continuing risks of litigation.\u2019\u201d GSE,\n\n414 F. Supp. 3d at 694. While Lead Counsel believes that Lead Plaintiff\u2019s claims are meritorious,\n\nthey also recognize that they faced substantial obstacles to proving liability and damages. When\n\ncompared to the certainty of the significant benefit conferred by the Settlement, these risks militate\n\nagainst further litigation and support a determination that the Settlement is fair, reasonable and\n\nadequate.\n\n Establishing Liability: Lead Plaintiff faced significant hurdles to establishing\n\nDefendants\u2019 liability. Although the alleged misstatements that Lead Plaintiff pled in the Amended\n\nComplaint survived Defendants\u2019 motion to dismiss, to survive a summary judgment motion, Lead\n\nPlaintiff would need to prove \u2014 not merely allege \u2014 that the registration statements contained\n\nmaterially false or misleading statements. Additionally, Lead Plaintiff expected Defendants to\n\ncontinue to pursue their negative causation defense on summary judgment. \u00b634. Furthermore, even\n\nif it survived summary judgment, Lead Plaintiff would then have to establish each element of its\n\nclaims and refute Defendants\u2019 affirmative defenses to a jury\u2019s satisfaction. And if Lead Plaintiff\n\nwon at trial, it would have to survive Defendants\u2019 inevitable appeals.\n\n Damages: It is axiomatic that proving damages in cases brought under the federal\n\nsecurities laws is complex and fraught with risk. In re Glob. Crossing Sec. & ERISA Litig., 225\n\nF.R.D. 436, 459 (S.D.N.Y. 2004) (the \u201c[c]alculation of damages is a \u2018complicated and uncertain\n\nprocess, typically involving conflicting expert opinion\u2019 about the difference between the purchase\n\nprice and the stock\u2019s \u2018true\u2019 value absent the alleged fraud.\u201d). The situation is no different here. As\n\na result of Lead Plaintiff\u2019s investigation, including consultation with experts, the significant\n\n\n\n 9\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 15 of 28\n\n\n\n\ndiscussions conducted by the mediator, and discussions directly with defense counsel, Lead\n\nCounsel obtained a clear preview of what arguments would be made to contest Lead Plaintiff\u2019s\n\nestablishment of class-wide damages.\n\n The statutory measure of damages under Section 11 is the difference between the lesser of\n\nthe purchase price and IPO price for Stronghold Class A common stock and the price on the date\n\nthis suit was filed. 15 U.S.C. \u00a7 77k(e). Here, during the IPO the Company sold 7,690,400 shares\n\nof Class A common stock at a price of $19.00 per share. Settling Defendants argue that before any\n\nalleged misrepresentation was revealed to the market, Stronghold\u2019s stock price had already\n\ndropped nearly 50% from its $19.00 IPO price due to reasons unrelated to this Action. \u00b634, Ex. 5.\n\nSection 11 of the Securities Act, however, provides a negative causation defense under which\n\ndefendants can reduce the amount of damages by establishing that \u201cthe decline in the value of the\n\nsecurity in question was not caused by the material omissions or misstatements in the registration\n\nstatement.\u201d See McMahan & Co. v. Wherehouse Ent., Inc., 65 F.3d 1044, 1048 (2d Cir. 1995).\n\nDefendants would point to the fact that there was as increase in price two days after the initial\n\nNovember 30, 2021 disclosure. In particular, Defendants would argue that the fact that after the\n\ndisclosure Stronghold\u2019s stock increased from $17.24/share to $19.79/share supports their negative\n\ncausation argument.\n\n If damages were ultimately contested at trial, the Parties would rely on expert testimony to\n\nassist the jury in determining damages. See Global Crossing, 225 F.R.D. at 459 (\u201c[P]roof of\n\ndamages in securities cases is always difficult and invariably requires expert testimony which may,\n\nor may not be, accepted by a jury.\u201d). Here, Defendants almost certainly would have presented their\n\nown damages expert(s), who would have no doubt presented conflicting conclusions and theories\n\nfor what caused the price decline of Stronghold\u2019s Class A common stock. See In re IMAX Sec.\n\n\n\n 10\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 16 of 28\n\n\n\n\nLitig., 283 F.R.D. 178, 193 (S.D.N.Y. 2012) (\u201c[I]t is well established that damages calculations in\n\nsecurities class actions often descend into a battle of experts.\u201d). In such a \u201cbattle of experts, it is\n\nvirtually impossible to predict with any certainty which testimony would be credited, and\n\nultimately, which damages would be found\u201d by the jury. In re Telik, Inc. Sec. Litig., 576 F. Supp.\n\n2d 570, 579-80 (S.D.N.Y. 2008).\n\n (c) Risks of Maintaining Class Action Status\n\n While Lead Plaintiff and Lead Counsel are confident that the Settlement Class meets the\n\nrequirements for certification, a class had not yet been certified. Lead Plaintiff is aware that there\n\nis a risk the Court could accept certain of Defendants\u2019 arguments limiting a potential class. \u00b636.\n\nEven if the Court were to certify the class, there is always a risk that the class could be decertified\n\nat a later stage in the proceedings. See Chatelain v. Prudential-Bache Sec., Inc., 805 F. Supp. 209,\n\n214 (S.D.N.Y. 1992) (\u201cEven if certified, the class would face the risk of decertification.\u201d); Global\n\nCrossing, 225 F.R.D. at 460 (\u201c[E]ven if plaintiffs could obtain class certification, there could be a\n\nrisk of decertification at a later stage.\u201d). Thus, the risks and uncertainty surrounding class\n\ncertification also support approval of the Settlement, as Defendants undoubtedly would have\n\nchallenged class certification. See GSE, 414 F. Supp. 3d at 694 (\u201cAlthough the risk of maintaining\n\na class through trial is present in [every] class action . . . this factor [nevertheless] weighs in favor\n\nof settlement where it is likely that defendants would oppose class certification if the case were to\n\nbe litigated.\u201d); In re Marsh & McLennan Companies, Inc. Sec. Litig., 2009 WL 5178546, at *6\n\n(S.D.N.Y. Dec. 23, 2009) (\u201cthe uncertainty surrounding class certification supports approval of\n\nthe Settlement\u201d).\n\n (d) Range of Reasonableness in Light of the Best Possible Recovery\n and Attendant Risks of Litigation\n\n The adequacy of the amount offered in settlement must be judged \u201cnot in comparison with\n\n\n 11\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 17 of 28\n\n\n\n\nthe possible recovery in the best of all possible worlds, but rather in light of the strengths and\n\nweaknesses of plaintiffs\u2019 case.\u201d In re \u201cAgent Orange\u201d Prods. Liab. Litig., 597 F. Supp. 740, 762\n\n(E.D.N.Y. 1984), aff\u2019d, 818 F.2d 145 (2d Cir. 1987). Here, the proposed Settlement provides an\n\nimmediate cash payment of four million seven hundred and fifty thousand ($4.75 million) in cash\n\nand the US dollar value of 25 Bitcoins6, for the benefit of the Settlement Class. Based on a\n\n$86.638.78 valuation of Bitcoin, this represents a $7,013,648 recovery. This is a highly favorable\n\nresult in light of the significant risks of continued litigation. Plaintiff\u2019s damages expert estimated\n\na maximum of $97 million recoverable in statutory damages, and $54.3 million assuming Plaintiffs\n\ncan only recover on statistically significant drops related to the misstatements. The Settlement\n\ntherefore offers a recovery of more than 7.2%7 of the maximum statutory damages, and 12.9% of\n\ndamages only using statistically significant drops. According to Cornerstone Research, the median\n\nrecovery in cases alleging Section 11 claims was approximately 7.5% of statutory damages\n\nbetween 2014 and 2023.8 The result looks even more favorable when one considers, as discussed\n\n\n6\n Per the Stipulation, \u00b66, Stronghold is required make the cash value of bitcoin payments according\nto the following schedule: the US dollar value of 25 Bitcoins according to the following schedule:\n(1) the US dollar value of one Bitcoin on the third business day of the month following Preliminary\nApproval, (2) the US dollar value of one Bitcoin on the third business day of every month for each\nof the twenty-two months immediately following the first Bitcoin payment, (3) on the third\nbusiness day of the 24th month following Preliminary Approval, the US dollar value of 2 Bitcoins.\nStronghold has made the February and March payments as required in the stipulation. Due to the\ntiming of the holidays, Stronghold was delayed in making the January 2025 payment. The parties\nhave conferred on this matter and Stronghold has assured Plaintiffs they anticipating making the\nJanuary payment by next week, and in any event no later than April 3, 2025. On February 27,\n2025, Stronghold announced that its shareholders approved a merger with the larger bitcoin mining\ncompany Bitfarms Ltd., which trades under Nasdaq and the Toronto Stock Exchange under the\nsymbol TSX. Stronghold\u2019s merger with a larger Bitcoin mining company ensures its financial\nstability and therefore its ability to continue to make payments required under the Stipulation.\n7\n The Motion for Preliminary Approval inadvertently stated that the recovery was 8.2% of\nmaximum recoverable damages due to a calculation error.\n8\n Cornerstone Research: Securities Class Action Settlements, 2023 Review and Analysis available\nat https://www.cornerstone.com/wp-content/uploads/2024/03/Securities-Class-Action-\nSettlements-2023-Review-and-Analysis.pdf\n\n 12\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 18 of 28\n\n\n\n\nin the previous section, that Defendants will argue that the absolute maximum statutory damages\n\nstill available in this case is actually approximately $5.5 million. The Settlement represents a\n\nrecovery of more than 100% of those damages. The recovery here is well above recoveries courts\n\nhave declared reasonable. See Grinnell, 495 F.2d at 455 n.2 (\u201c[T]here is no reason . . . why a\n\nsatisfactory settlement could not amount to a hundredth or even a thousandth part of a single\n\npercent of the potential recovery.\u201d); Morris v. Affinity Health Plan, Inc., 859 F. Supp. 2d 611, 621\n\n(S.D.N.Y. 2012) (\u201cIt is well-settled that a cash settlement amounting to only a fraction of the\n\npotential recovery will not per se render the settlement inadequate or unfair\u201d); Cagan v. Anchor\n\nSav. Bank FSB, 1990 WL 73423, at *12\u201313 (E.D.N.Y. May 22, 1990) (approving $2.3 million\n\nclass settlement over objections that the \u201cbest possible recovery would be approximately $121\n\nmillion.\u201d).\n\n 4. The Remaining Rule 23(e) Factors Support Final Approval\n\n The Proposed Method of Distribution to the Class is Effective (Rule 23 (e)(2)(C)(ii)):\n\n The Settlement proceeds will be allocated to Settlement Class Members who submit valid\n\nClaim Forms in accordance with the Plan of Allocation. See Sec. III.B., infra. Strategic Claims\n\nServices (\u201cSCS\u201d), the Court-appointed Claims Administrator, has and will continue to process\n\nclaims under Lead Counsel\u2019s guidance. SCS has and will continue to allow claimants an\n\nopportunity to cure any deficiencies in their claims or request the Court to review a denial of their\n\nclaims, and, lastly, mail or wire Authorized Claimants their pro rata share of the Net Settlement\n\nFund (per the Plan of Allocation), after Court approval. This type of claims processing and method\n\nfor distributing settlement proceeds is standard in securities and other class actions and is\n\neffective.9\n\n\n\n9\n This is not a claims-made settlement. If the Settlement is approved, Defendants will not have\n 13\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 19 of 28\n\n\n\n\n The Requested Attorneys\u2019 Fees are Fair and Reasonable (Rule 23(e)(2)(C)(iii)): The\n\nrelief provided for the Settlement Class is also adequate when the terms of the proposed award of\n\nattorneys\u2019 fees are taken into account. As discussed in detail in the accompanying Fee\n\nMemorandum, the proposed attorneys\u2019 fees of one-third of the Settlement Fund to be paid upon\n\nCourt approval are reasonable in light of the substantial work, efforts and success of Lead Counsel,\n\ntheir significant investment of resources in the case, their skillful prosecution of the Action for the\n\nbenefit of the Settlement Class, the risks that they faced in the litigation, and the overall benefit of\n\nthe Settlement achieved. The requested attorneys\u2019 fees of one-third of the Settlement Fund is also\n\nconsistent with awards in similar complex class action cases. See Maley v. Del Glob. Techs. Corp.,\n\n186 F. Supp. 2d 358, 370 (S.D.N.Y. 2002) (\u201cPetitioners\u2019 request [for one-third of the Class\n\nSettlement Fund] falls comfortably within the range of fees typically awarded in securities class\n\nactions.\u201d); Fee Memorandum, \u00a7 III.C.1. More importantly, approval of the requested attorneys\u2019\n\nfees is separate from approval of the Settlement, and the Settlement may not be terminated based\n\non any ruling with respect to attorneys\u2019 fees. See Stipulation \u00b619.\n\n Other Agreements Related to the Settlement Rule 23(e)(2)(C)(iv) & 23(e)(3): The\n\nParties entered into a confidential agreement establishing conditions under which the Company\n\nmay terminate the Settlement if Settlement Class Members who collectively have claims equating\n\nto a certain dollar amount under the Plan of Allocation request exclusion (or \u201copt out\u201d) from the\n\nSettlement. \u201cThis type of agreement is standard in securities class action settlements and has no\n\nnegative impact on the fairness of the Settlement.\u201d Christine Asia Co., Ltd. v. Ma, 2019 WL\n\n5257534, at *15 (S.D.N.Y. Oct. 16, 2019); Hefler v. Wells Fargo & Co., 2018 WL 4207245, at\n\n\n\n\nany right to the return of a portion of the Settlement based on the number or value of the claims\nsubmitted. See Stipulation \u00b66.7.\n 14\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 20 of 28\n\n\n\n\n*11 (N.D. Cal. Sept. 4, 2018) (\u201cThe existence of a termination option triggered by the number of\n\nclass members who opt out of the Settlement does not by itself render the Settlement unfair.\u201d).\n\n 5. The Settlement Treats all Members of the Class Equitably Relative to\n Each Other\n\n Rule 23(e)(2)(D) requires courts to evaluate whether a settlement treats class members\n\nequitably relative to one another. This Settlement easily satisfies that standard. As discussed in\n\nSec. III.B, infra, the proposed Plan of Allocation, developed by Lead Plaintiff\u2019s expert in\n\nconjunction with Lead Counsel, reflects an assessment of damages Lead Plaintiff contends could\n\nhave been recovered under the theory of liability in the Action. \u00b656. Under the proposed Plan of\n\nAllocation, each Authorized Claimant will receive his, her, or its pro rata share of the Net\n\nSettlement Fund. Specifically, an Authorized Claimant\u2019s pro rata share shall be the Authorized\n\nClaimant\u2019s Recognized Loss divided by the total of Recognized Loss of all Authorized Claimants,\n\nmultiplied by the total amount in the Net Settlement Fund. Id. Courts have repeatedly approved\n\nsimilar plans. See e.g., In re Citigroup Inc. Securities Litigation, 965 F. Supp. 2d at 386-87; In re\n\nMarsh ERISA Litig., 265 F.R.D. 128, 145-46 (S.D.N.Y. 2010); In re Luxottica Grp. S.p.A. Sec.\n\nLitig., 233 F.R.D. 306, 317 (E.D.N.Y. 2006) (approving plan of allocation as fair and reasonable\n\nwhere it treated class members equally and on a pro rata basis and comported with the plaintiffs\u2019\n\ntheory of damages).\n\n 6. The Settlement Class\u2019s Reaction to the Settlement Supports Final\n Approval\n\n The second Grinnell factor\u2014the reaction of the Class\u2014overlaps with Rules 23(e)(4), on\n\nthe opportunity for exclusion, and 23(e)(5), on the opportunity to object. As required by Rule\n\n23(e)(4) and (5), the Settlement affords Settlement Class Members the opportunity to request\n\nexclusion from, or object to, the Settlement. See Ex. 2-B (Long Notice) at pp. 2. To date, no\n\nrequests for exclusion or objections have been received, despite the fact that as of March 6, 2025\n\n 15\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 21 of 28\n\n\n\n\na total of 51,500 potential Settlement Class Members were notified about the Settlement either by\n\nthe mailing of a hard copy of the Postcard Notice or by an email with links to SCS\u2019s website to\n\ndownload the Notice and Claim Form. Evans Decl., at \u00b6\u00b68, 13-14.10 Additionally, Summary Notice\n\nwas printed in Investor\u2019s Business Daily and electronically disseminated over GlobeNewswire. Id.\n\nat \u00b610. The Settlement Class\u2019s universally positive reaction strongly supports final approval of the\n\nSettlement. See Maley, 186 F. Supp. 2d at 362 (\u201cIt is well-settled that the reaction of the class to\n\nthe settlement is perhaps the most significant factor to be weighed in considering its adequacy.\u201d).\n\n 7. The Remaining Grinnell Factors are Neutral or Weigh in Favor of Final\n Approval\n\n Grinnell also outlined factors that are not coextensive with Rule 23(e)(2)\u2019s new factors.\n\nThese factors, viewed in light of the Rule 23(e)(2) factors identified above, support final approval.\n\n The Stage of the Proceedings and the Amount of Discovery Completed: This factor\n\nexamines \u201cwhether the parties had adequate information about their claims such that their counsel\n\ncan intelligently evaluate the merits of plaintiff\u2019s claims, the strengths of the defenses asserted by\n\ndefendants, and the value of plaintiffs\u2019 causes of action for purposes of settlement.\u201d In re Bear\n\nStearns Companies, Inc. Sec., Derivative & ERISA Litig., 909 F. Supp. 2d at 267. When the Parties\n\nagreed to settle, Lead Plaintiff and Lead Counsel had a thorough understanding of the strengths\n\nand weaknesses of his claims and the defenses asserted, and made an informed appraisal regarding\n\nhis chances of success.\n\n At the time of settlement, Lead Counsel expended significant time and resources\n\ndeveloping their understanding of the Action, which included, among other things: (1) a\n\ncomprehensive investigation that involved, among other things, a review of publicly available\n\n\n\n10\n The deadline to request exclusion from, or to object to any aspect of, the Settlement March 21,\n2025; any exclusions or objections received after this filing will be addressed on reply.\n 16\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 22 of 28\n\n\n\n\ninformation regarding the Company; (2) engaging a damages and causation expert; (3) defeating,\n\nin part, the Underwriter and Stronghold Motions to Dismiss; (4) commencing in discovery,\n\nincluding the review of more than 10,000 pages of documents; (5) preparing the Class Certification\n\nMotion; (6) engaging in arm\u2019s-length negotiations between experienced counsel with the\n\nassistance of a well-respected Mediator; (7) drafted and negotiated a settlement term sheet, the\n\nStipulation (including the exhibits thereto), and Supplemental Agreement with Defendants; (8)\n\nworked with a damages expert to craft a plan of allocation that treats Lead Plaintiff and all other\n\nmembers of the proposed Settlement Class fairly; (9) drafted the preliminary approval motion;\n\n(10) oversaw the implementation of the notice process to Settlement Class Members; and (11)\n\ndrafted the motion for final approval. \u00b667.\n\n As a result of these efforts, Lead Plaintiff and Lead Counsel had a thorough understanding\n\nof the claims and defenses asserted in the Action, the significant risks to establishing liability and\n\ndamages, and the chances of collecting a greater judgment. This understanding enabled Lead\n\nPlaintiff and Lead Counsel to negotiate the Settlement intelligently and responsibly. Thus,\n\ndepositions in the Action does not weigh against final approval. See, e.g., In re IMAX Sec. Litig.,\n\n283 F.R.D. 178, 190 (S.D.N.Y. 2012) (\u201cThe threshold necessary to render the decisions of counsel\n\nsufficiently well informed, however, is not an overly burdensome one to achieve\u2014indeed, formal\n\ndiscovery need not have necessarily been undertaken yet by the parties.\u201d); In re American Bank\n\nNote Holographics, Inc., 127 F. Supp. 2d at 425-426 (\u201cTo approve a proposed settlement . . . the\n\nCourt need not find that the parties have engaged in extensive discovery\u2026 \u2018Instead, it is enough\n\nfor the parties to have engaged in sufficient investigation of the facts to enable the Court to\n\nintelligently make . . . an appraisal of the Settlement.\u2019\u201d).\n\n\n\n\n 17\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 23 of 28\n\n\n\n\n The Ability of Defendants to Withstand a Greater Judgment: Defendants potential\n\ninability to withstand a greater judgment (Grinnell factor seven) weighs heavily in favor of final\n\napproval. Stronghold has limited D&O coverage, which was being depleted as litigation continued.\n\nThus, this is a highly favorable result, and was obtained without exposing the Settlement Class to\n\nthe risk, expense, and delay of continued litigation.\n\n Conversely, if the litigation continued, the limited assets would have continued to drain.\n\nDefendants would likely spend millions of dollars if the litigation continued. See In re Advanced\n\nBattery Techs., Inc. Sec. Litig., 298 F.R.D. 171, 179 (S.D.N.Y. 2014) (\u201csettlement amount is\n\nsufficient when limited insurance coverage, minimal domestic assets, and significant risk of being\n\nunable to collect any judgment against the [] Defendants are taken into account\u201d).\n\n B. The Plan of Allocation is Fair and Reasonable\n\n A plan of allocation, like a settlement itself, \u201cmust be fair and adequate\u201d to warrant\n\napproval. Meredith Corp. v. SESAC, LLC, 87 F. Supp. 3d 650, 667 (S.D.N.Y. 2015). A plan of\n\nallocation \u201cneed only have a reasonable, rational basis, particularly if recommended by\n\n\u2018experienced and competent class counsel.\u2019\u201d City of Providence, 2014 WL 1883494, at *10.\n\nAccordingly, \u201ccourts look primarily to the opinion of counsel\u201d in determining if a proposed plan\n\nof allocation is fair and adequate to warrant approval. In re Giant Interactive Grp., Inc. Sec. Litig.,\n\n279 F.R.D. 151, 163 (S.D.N.Y. 2011).\n\n Here, the proposed Plan of Allocation, which was developed with the help of Lead\n\nPlaintiff\u2019s damages expert, is set forth in the Long Notice, and provides a fair and reasonable\n\nmethod to allocate the Net Settlement Fund among Settlement Class Members who submit valid\n\nClaim Forms. See Ex. 2-B (Long Notice) at pp. 5-6. Under the Plan of Allocation, the Claims\n\nAdministrator will calculate a Recognized Loss for each Authorized Claimant based on the number\n\n\n\n 18\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 24 of 28\n\n\n\n\nof Stronghold\u2019s Class A common stock on or before December 20, 2021, pursuant and/or traceable\n\nto the Offering Documents. Id.\n\n The calculation of each Settlement Class Member\u2019s Recognized Loss under the Plan of\n\nAllocation is explained in detail in the Long Notice and will be based on several factors, including\n\nthe number of Stronghold Class A common stock the Settlement Class Member purchased and\n\nsold, and the difference between the purchase price of Stronghold Class A common stock and the\n\nprice at which the Settlement Class Member sold them or the price on the date this suit was filed\n\nif the Settlement Class Member still held them at that time. The Net Settlement Fund will be\n\nallocated to Authorized Claimants\u2014including Lead Plaintiff \u2014on a pro rata basis and in\n\naccordance with the various allocations detailed above.\n\n Lead Counsel believes that the proposed Plan of Allocation provides a fair and reasonable\n\nmethod to allocate the Net Settlement Fund among Settlement Class Members who suffered losses\n\nas a result of the wrongful conduct alleged in the Action. \u00b662. To date, no objections to the Plan\n\nof Allocation have been filed on this Court\u2019s docket or received by Lead Counsel, suggesting that\n\nthe Settlement Class also finds the Plan of Allocation to be fair and reasonable. \u00b663. Accordingly,\n\nLead Plaintiff respectfully submits that the proposed Plan of Allocation is fair and reasonable, and\n\nmerits final approval from the Court.\n\n C. The Settlement Class Should be Finally Certified\n\n The Preliminary Approval Order certified the Settlement Class for settlement purposes\n\nonly under Fed. R. Civ. P. 23(a) and (b)(3). See Dkt. No. 61-1, \u00b62. There have been no changes to\n\nalter the propriety of class certification for settlement purposes. Thus, for the reasons stated in\n\nLead Plaintiff\u2019s Memorandum of Law in Support of Motion for Entry of Order Preliminarily\n\nApproving Settlement and Establishing Notice Procedures (see Dkt. No. 63 at 4-11), Lead Plaintiff\n\n\n\n 19\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 25 of 28\n\n\n\n\nrespectfully requests that the Court affirm its determinations in the Preliminary Approval Order\n\ncertifying the Settlement Class under Rules 23(a) and (b)(3).\n\n D. The Notice Program Satisfies Rule 23 and Due Process\n\n Rule 23(e) and due process together require that notice of a settlement be \u201creasonable\u201d\u2014\n\ni.e., it must \u201cfairly apprise the prospective members of the class of the terms of the proposed\n\nsettlement and of the options that are open to them in connection with the proceedings.\u201d Wal-Mart\n\nStores, 396 F.3d at 114 (noting \u201c[t]here are no rigid rules to determine whether a settlement notice\n\nto the class satisfies constitutional or Rule 23(e) requirements\u201d); see also In re Merrill Lynch &\n\nCo., Inc. Rsch. Reps. Sec. Litig., 246 F.R.D. 156, 166 (S.D.N.Y. 2007) (\u201cNotice need not be\n\nperfect, but need be only the best notice practicable under the circumstances, and each and every\n\nclass member need not receive actual notice, so long as class counsel acted reasonably in choosing\n\nthe means likely to inform potential class members.\u201d). Both the notice program\u2019s substance and\n\nmethod of dissemination satisfy those standards here.\n\n In accordance with the Preliminary Approval Order, the Claims Administrator: (i) emailed\n\nlinks to the Long Notice and Claim Form on SCS\u2019s website, to Settlement Class Members for\n\nwhom SCS was able to obtain email addresses; (ii) mailed the Postcard Notice to Settlement Class\n\nMembers if no email address could be obtained with reasonable effort; and (iii) notified brokerage\n\nfirms and other nominees who regularly act as nominees for beneficial purchasers of securities to\n\nemail links of the Long Notice and Claim Form. Evans Decl. \u00b6\u00b64-6. The Notice directed potential\n\nSettlement Class Members to downloadable versions of the Long Notice and Claim Form posted\n\nonline at www.strategicclaims.net/stronghold (the \u201cSettlement Website\u201d). Id. at \u00b612. SCS also\n\nposted copies of the Stipulation, the Preliminary Approval Order, the Long Notice, and Claim\n\n\n\n\n 20\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 26 of 28\n\n\n\n\nForm on the Settlement Website (id.) and established a toll-free number to respond to Settlement\n\nClass Member inquiries (id. at \u00b611).\n\n The Long Notice informs Settlement Class Members of, among other things: (1) the nature\n\nof the Action; (2) the Settlement Class definition; (3) the claims and defenses asserted; (4) a\n\ndescription of the terms of the Settlement; (5) the right of a Settlement Class Member to enter an\n\nappearance; (6) the right of a Settlement Class Member to request exclusion from the Settlement\n\nClass, and instructions on how to do so; (7) the right of a Settlement Class Member to object to\n\nany aspect of the Settlement, including the Plan of Allocation and the request for attorneys\u2019 fees\n\nand litigation expenses, along with instructions on how to do so; (8) the binding effect of the\n\nSettlement on Settlement Class Members that do not elect to be excluded; and (9) the date and\n\ntime of the final Settlement Hearing. See Fed. R. Civ. P. 23(c)(2)(B); Ex. 2-B (Long Notice). The\n\nLong Notice also advises that Lead Counsel will apply to the Court for an award of attorneys\u2019 fees\n\nin an amount not to exceed one-third of the Settlement Fund plus interest, as well as reimbursement\n\nof litigation expenses up to $250,000, and an Award to Lead Plaintiff directly related to its\n\nrepresentation of the Settlement Class of up to $10,000. Id. Ex. 2-B (Long Notice).\n\n Accordingly, the notice program satisfied both Rule 23 and due process.\n\nIV. CONCLUSION\n\n For the foregoing reasons, and for the reasons stated in the Stern Declaration, Lead Plaintiff\n\nrespectfully requests that the Court grant final approval of the proposed Settlement and approve\n\nthe Plan of Allocation.11\n\nDated: March 7, 2025 Respectfully submitted,\n\n THE ROSEN LAW FIRM, P.A.\n\n\n11\n A proposed order will be filed in conjunction with Lead Plaintiff\u2019s reply brief.\n\n 21\n\fCase 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 27 of 28\n\n\n\n\n /s/ Jonathan Stern\n Laurence Rosen\n Jonathan Stern\n Phillip C. Kim\n The Rosen Law Firm, P.A.\n 275 Madison Avenue, 40th Fl.\n New York, New York 10016\n\n Counsel for Plaintiff and the Settlement Class\n\n\n\n\n 22\n\f Case 1:22-cv-03088-RA-GS Document 128 Filed 03/07/25 Page 28 of 28\n\n\n\n\n CERTIFICATE OF WORD COUNT PURSUANT TO LR 7.1(c)\n\n I, Jonathan Stern, certify that the foregoing Memorandum of Law in Support of Plaintiffs\u2019\n\nFinal Approval of Class Action Settlement complies with LR 7.1(c). I further certify that the above\n\nreferenced memorandum contains 6,850 words.\n\n /s/ Jonathan Stern\n Jonathan Stern\n\n\n\n\n 23\n\f","ocr_status":1,"date_upload":"2026-06-24T22:17:07.079580-07:00","document_number":"128","attachment_number":null,"pacer_doc_id":"127037111748","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memorandum of Law in Support of Motion","acms_document_guid":""}],"date_created":"2025-03-07T19:10:00.209827-08:00","date_modified":"2025-09-26T11:28:09.794818-07:00","date_filed":"2025-03-07","time_filed":"21:33:38","entry_number":128,"recap_sequence_number":"2025-03-07.002","pacer_sequence_number":469,"description":"MEMORANDUM OF LAW in Support re: 127 MOTION for Settlement Final Approval. . Document filed by Allegheny County Employees Retirement System..(Stern, Jonathan) (Entered: 03/07/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/418677390/","id":418677390,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/432489390/","id":432489390,"tags":[],"absolute_url":"/docket/63237038/129/winter-v-stronghold-digital-mining-inc/","date_created":"2025-03-07T19:10:00.159629-08:00","date_modified":"2026-06-25T07:54:57.783836-07:00","sha1":"1d253a054cc206fa4434ed5c43c87e2bc748a7c8","page_count":4,"file_size":115960,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.129.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.129.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 129 Filed 03/07/25 Page 1 of 4\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nMARK WINTER, Individually and on Behalf\nof All Others Similarly Situated, Case No. 1:22-cv-03088-RA\n\n Plaintiff,\n\nv.\n\nSTRONGHOLD DIGITAL MINING, INC.,\nGREGORY A. BEARD, RICARDO R. A\nLARROUD\u00c9, WILLIAM B. SPENCE, B.\nRILEY SECURITIES, INC., COWEN AND\nCOMPANY, LLC, TUDOR, PICKERING,\nHOLT & CO. SECURITIES, LLC, D.A.\nDAVIDSON & CO., COMPASS POINT\nRESEARCH & TRADING, LLC, and\nNORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n NOTICE OF MOTION AND MOTION FOR AN AWARD OF\n ATTORNEYS\u2019 FEES, REIMBURSEMENT OF LITIGATION EXPENSES, AND\n AWARD TO LEAD PLAINTIFF\n\f Case 1:22-cv-03088-RA-GS Document 129 Filed 03/07/25 Page 2 of 4\n\n\n\n\n PLEASE TAKE NOTICE that, pursuant to the Order Granting Motion for Preliminary\n\nApproval of Class Action Settlement, on March 7, 2025 before the Honorable Ronnie Abrams,\n\nThurgood Marshall United States Courthouse, 40 Foley Square, Courtroom 1506, New York,\n\nNY 10007. Lead Plaintiff Allegheny County Employees Retirement System, will and hereby\n\ndoes move the Court for entry of an Order awarding attorneys\u2019 fees in the amount of one-third of\n\nthe four million seven hundred and fifty thousand ($4.75 million) and the US dollar value of 25\n\nBitcoins Settlement Amount plus interest, reimbursement of litigation expenses, and an Award to\n\nLead Plaintiff.1\n\n This motion is based on this Notice of Motion; the Memorandum of Law in Support\n\nthereof; the Memorandum of Law in Support thereof; the Declaration of Jonathan Stern in\n\nSupport of the Motions for: (I) Final Approval of Class Action Settlement and Plan of\n\nAllocation; and (II) an Award of Attorneys\u2019 Fees, Reimbursement of Litigation Expenses, and\n\nAward to Lead Plaintiff; all exhibits thereto; all pleadings and papers filed herein; arguments of\n\ncounsel; and any other matters properly before the Court.\n\n A proposed order is submitted herewith.\n\n\n\nDated: March 7, 2025 Respectfully submitted,\n\n THE ROSEN LAW FIRM, P.A.\n\n /s/ Jonathan Stern\n Laurence Rosen\n Jonathan Stern\n Michael Cohen\n Phillip C. Kim\n The Rosen Law Firm, P.A.\n 275 Madison Avenue, 40th Fl.\n New York, New York 10016\n\n1\n Capitalized terms that are not otherwise defined herein have the same meanings given to them\nin the Stipulation of Settlement dated November 8, 2024 (Dkt. No. 121).\n 1\n\fCase 1:22-cv-03088-RA-GS Document 129 Filed 03/07/25 Page 3 of 4\n\n\n\n\n Lead Counsel for Lead Plaintiff and the Class\n\n\n\n\n 2\n\f Case 1:22-cv-03088-RA-GS Document 129 Filed 03/07/25 Page 4 of 4\n\n\n\n\n CERTIFICATE OF SERVICE\n\n I hereby certify that on March 7, 2025, a true and correct copy of the foregoing document\n\nwas served by CM/ECF to the parties registered to the Court\u2019s CM/ECF system.\n\n\n\n //s/ Jonathan Stern\n Jonathan Stern\n\n\n\n\n 3\n\f","ocr_status":1,"date_upload":"2026-06-24T22:16:51.275690-07:00","document_number":"129","attachment_number":null,"pacer_doc_id":"127037111751","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Attorney Fees","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980766/","id":483980766,"tags":[],"absolute_url":"/docket/63237038/129/1/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:16:44.639004-07:00","date_modified":"2026-06-25T06:31:03.982578-07:00","sha1":"d0eb25b01001100041417fe333b8a9b156e31157","page_count":3,"file_size":117406,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.129.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.129.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 129-1 Filed 03/07/25 Page 1 of 3\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n Case No. 1:22-cv-03088-RA\nMARK WINTER, Individually and on Behalf of\nAll Others Similarly Situated,\n\n Plaintiff,\n\nv.\n\nSTRONGHOLD DIGITAL MINING, INC.,\nGREGORY A. BEARD, RICARDO R. A.\nLARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\nSECURITIES, INC., COWEN AND COMPANY,\nLLC, TUDOR, PICKERING, HOLT & CO.\nSECURITIES, LLC, D.A. DAVIDSON & CO.,\nCOMPASS POINT RESEARCH & TRADING,\nLLC, and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n\n[PROPOSED] ORDER AWARDING ATTORNEYS\u2019 FEES, REIMBURSEMENT OF\n EXPENSES, AND AWARD TO PLAINTIFF\n\f Case 1:22-cv-03088-RA-GS Document 129-1 Filed 03/07/25 Page 2 of 3\n\n\n\n\n WHEREAS, the Court has granted final approval of the Settlement of the above-\n\nreferenced class action;\n\n WHEREAS, The Rosen Law Firm, P.A., appointed by the Court as Lead Counsel for\n\npurposes of the Settlement, have petitioned the Court for an award of attorneys\u2019 fees in\n\ncompensation for services provided to Lead Plaintiff Allegheny County Employees Retirement\n\nSystem (\u201cPlaintiff\u201d) and the Settlement Class along with reimbursement of expenses incurred in\n\nconnection with prosecuting this action, and an Award to Plaintiff, to be paid out of the Settlement\n\nFund established pursuant to the Settlement;\n\n WHEREAS, capitalized terms used herein having the meanings defined in the Stipulation\n\nof Settlement dated November 8, 2024 (the \u201cStipulation\u201d) (Dkt. No. 121); and\n\n WHEREAS, the Court has reviewed the fee application and the supporting materials filed\n\ntherewith and has heard the presentation made by Lead Counsel during the final approval hearing\n\non April 11, 2025, and due consideration having been had thereon.\n\n NOW, THEREFORE, it is hereby ordered:\n\n 1. Lead Counsel is awarded one-third of the Settlement Fund or $1,583,333 and one\n\nthird of the cash value of 25 Bitcoin as defined in the Stipulation, as attorneys\u2019 fees in this action,\n\ntogether with a proportionate share of the interest earned on the fund, at the same rate as earned\n\nby the balance of the fund, from the date of the establishment of the fund to the date of payment.\n\n 2. Lead Counsel shall be awarded expenses in the amount of $122,022.28, with\n\ninterest, as described above.\n\n 3. Lead Plaintiff shall be awarded $10,000 as reimbursement for its lost time and\n\nexpenses in connection with its prosecution of the Action.\n\n\n\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 129-1 Filed 03/07/25 Page 3 of 3\n\n\n\n\n 4. Except as otherwise provided herein, the attorneys\u2019 fees, reimbursement of\n\nexpenses, and Award to Plaintiff shall be paid in the manner and procedure provided for in the\n\nStipulation.\n\n IT IS SO ORDERED.\n\n\n\nDated: , 2025\n HON. RONNIE ABRAMS\n UNITED STATES DISTRICT JUDGE\n\n\n\n\n 2\n\f","ocr_status":2,"date_upload":"2026-06-24T22:17:21.468304-07:00","document_number":"129","attachment_number":1,"pacer_doc_id":"127037111752","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order Awarding Attorneys' Fees, Reimbursement of Expenses, and Awa","acms_document_guid":""}],"date_created":"2025-03-07T19:10:00.148462-08:00","date_modified":"2025-09-26T11:28:09.875567-07:00","date_filed":"2025-03-07","time_filed":"21:35:29","entry_number":129,"recap_sequence_number":"2025-03-07.003","pacer_sequence_number":472,"description":"MOTION for Attorney Fees . Document filed by Allegheny County Employees Retirement System. (Attachments: # 1 Proposed Order Awarding Attorneys' Fees, Reimbursement of Expenses, and Award to Plaintiff).(Stern, Jonathan) (Entered: 03/07/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/418677389/","id":418677389,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/432489389/","id":432489389,"tags":[],"absolute_url":"/docket/63237038/130/winter-v-stronghold-digital-mining-inc/","date_created":"2025-03-07T19:10:00.087968-08:00","date_modified":"2026-06-25T03:07:32.518642-07:00","sha1":"5d5fb6869f9b761dad4d8e1cd1e7a849b594352e","page_count":34,"file_size":393090,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.130.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.130.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 1 of 34\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nMARK WINTER, Individually and on Behalf of\nAll Others Similarly Situated, Case No. 1:22-cv-03088-RA\n\n Plaintiff,\n\nv.\n\nSTRONGHOLD DIGITAL MINING, INC.,\nGREGORY A. BEARD, RICARDO R. A\nLARROUD\u00c9, WILLIAM B. SPENCE, B.\nRILEY SECURITIES, INC., COWEN AND\nCOMPANY, LLC, TUDOR, PICKERING,\nHOLT & CO. SECURITIES, LLC, D.A.\nDAVIDSON & CO., COMPASS POINT\nRESEARCH & TRADING, LLC, and\nNORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n\n MEMORANDUM OF LAW IN SUPPORT OF LEAD PLAINTIFF\u2019S\n MOTION FOR AN AWARD OF ATTORNEYS\u2019 FEES,\n REIMBURSEMENT OF LITIGATION EXPENSES,\n AND AWARD TO LEAD PLAINTIFF\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 2 of 34\n\n\n\n\n TABLE OF CONTENTS\n\n\nI. INTRODUCTION................................................................................................................ 1\n\nII. FACTUAL AND PROCEDURAL HISTORY .................................................................. 3\n\nIII. ARGUMENT ........................................................................................................................ 3\n\n A. The Common Fund Doctrine Applies to the Settlement ............................................... 3\n\n B. The Court Should Award a Reasonable Percentage of the Common Fund ................ 4\n\n C. The Requested Attorneys\u2019 Fees Are Reasonable ........................................................... 6\n\n 1. The Requested Attorneys\u2019 Fees are Reasonable Under the Percentage-of-the-Fund\n Method ............................................................................................................................ 6\n\n 2. The Lodestar \u201cCross-Check\u201d Strongly Supports the Reasonableness of the\n Requested Fee ................................................................................................................. 8\n\n D. The Goldberger Factors Confirm the Requested Fee is Fair and Reasonable........... 10\n\n 1. Time and Labor Expended Support the Requested Fee .......................................... 11\n\n 2. The Risks of Litigation Support the Requested Fee ................................................. 12\n\n 3. The Magnitude and Complexity of the Action Supports the Fee ............................ 17\n\n 4. The Quality of Representation Supports the Requested Fee ................................... 18\n\n 5. The Requested Fee in Relation to the Settlement Amount ...................................... 21\n\n 6. Public Policy Considerations Support the Requested Fee ....................................... 22\n\n E. Lead Counsel\u2019s Expenses are Reasonable and Were Necessarily Incurred to Achieve\n the Benefit Obtained ....................................................................................................... 22\n\n F. Lead Plaintiff Should be Awarded His Reasonable Costs and Expenses Under 15\n U.S.C. \u00a7 78u-4(a)(4) ......................................................................................................... 23\n\nIV. CONCLUSION .................................................................................................................. 24\n\n\n\n\n i\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 3 of 34\n\n\n\n\n TABLE OF AUTHORITIES\n\n Page(s)\n\nCases\n\nAlaska Elec. Pension Fund v. Flowserve Corp.,\n 572 F.3d 221 (5th Cir. 2009) ...................................................................................................... 1\n\nAnwar v. Fairfield Greenwich Ltd.,\n 2012 WL 1981505 (S.D.N.Y. June 1, 2012) ........................................................................ 7, 24\n\nAsare v. Change Group of New York, Inc.,\n 2013 WL 6144764 (S.D.N.Y. Nov. 18, 2013) .......................................................................... 10\n\nAthale v. Sinotech Energy Ltd.,\n 2013 WL 11310686 (S.D.N.Y. Sept. 4, 2013)...................................................................... 5, 10\n\nBell v. Pension Comm. of ATH Holding Co., LLC,\n 2019 WL 4193376 (S.D. Ind. Sept. 4, 2019) .............................................................................. 3\n\nBellifemine v. Sanofi-Aventis U.S. LLC,\n 2010 WL 3119374 (S.D.N.Y. Aug. 6, 2010) .............................................................................. 6\n\nBensley v. FalconStor Software, Inc.,\n 277 F.R.D. 231 (E.D.N.Y. 2011) .............................................................................................. 20\n\nBoeing Co. v. Van Gemert,\n 444 U.S. 472 (1980) .................................................................................................................... 3\n\nBurns v. Falconstor Software, Inc.,\n 2014 WL 12917621 (E.D.N.Y. Apr. 10, 2014) .......................................................................... 9\n\nCagan v. Anchor Sav. Bank FSB,\n 1990 WL 73423 (E.D.N.Y. May 22, 1990) .............................................................................. 19\n\nChatelain v. Prudential-Bache Sec., Inc.,\n 805 F. Supp. 209 (S.D.N.Y. 1992) ........................................................................................... 15\n\nChristine Asia Co. v. Yun Ma,\n 2019 WL 5257534 (S.D.N.Y. Oct. 16, 2019) ........................................................................... 20\n\nCity of Detroit v. Grinnell Corp.,\n 495 F.2d 448 (2d Cir. 1974)................................................................................................ 13, 19\n\nCity of Providence v. Aeropostale, Inc.,\n No. 11 CIV. 7132 CM GWG, 2014 WL 1883494 (S.D.N.Y. May 9, 2014) ...................... 18, 22\n\n\n ii\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 4 of 34\n\n\n\n\nCornwell v. Credit Suisse Grp.,\n 2011 WL 13263367 (S.D.N.Y. July 18, 2011) ......................................................................... 10\n\nDavis v. J.P. Morgan Chase & Co.,\n 827 F. Supp. 2d 172 (W.D.N.Y. 2011) ................................................................................. 5, 10\n\nFleisher v. Phoenix Life Ins. Co.,\n No. 11-CV-8405 (CM), 2015 WL 10847814 (S.D.N.Y. Sept. 9, 2015)..................................... 9\n\nFogarazzo v. Lehman Bros.,\n No. 03 CIV. 5194 SAS, 2011 WL 671745 (S.D.N.Y. Feb. 23, 2011)........................................ 7\n\nGlickenhaus & Co. v. Household Int\u2019l, Inc.,\n 787 F.3d 408 (7th Cir. 2015) .................................................................................................... 16\n\nGoldberger v. Integrated Res., Inc.,\n 209 F.3d 43 (2d Cir. 2000)................................................................................................. passim\n\nGreat Neck Cap. Appreciation Inv. P'ship, L.P. v. PricewaterhouseCoopers, L.L.P.,\n 212 F.R.D. 400 (E.D. Wis. 2002) ............................................................................................. 14\n\nGuevoura Fund Ltd. v. Sillerman,\n 2019 WL 6889901 (S.D.N.Y. Dec. 18, 2019) ...................................................................... 7, 10\n\nHayes v. Harmony Gold Mining Co.,\n 2011 WL 6019219 (S.D.N.Y. Dec. 2, 2011) .............................................................................. 7\n\nHicks v. Morgan Stanley,\n & Co., 2005 WL 2757792 (S.D.N.Y. Oct. 24, 2005) ............................................................. 4, 6\n\nIn re Adelphia Commc\u2019ns Corp. Sec. & Deriv. Litig.,\n 2006 WL 3378705 (S.D.N.Y. Nov. 16, 2006) .......................................................................... 21\n\nIn re Akazoo S.A. Sec. Litig.,\n 2021 WL 4316717 (E.D.N.Y. Sept. 10, 2021) ........................................................................... 6\n\nIn re AOL Time Warner, Inc. Sec. & \u201cERISA\u201d Litig.,\n 2006 WL 903236 (S.D.N.Y. Apr. 6, 2006)............................................................................... 17\n\nIn re Bank of Am. Corp. Sec., Derivative, & Emp. Ret. Income Sec. Act (ERISA) Litig.,\n 772 F.3d 125 (2d Cir. 2014)...................................................................................................... 24\n\nIn re BankAtlantic Bancorp, Inc.,\n 2011 WL 1585605 (S.D. Fla. Apr. 25, 2011) ........................................................................... 16\n\n\n\n\n iii\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 5 of 34\n\n\n\n\nIn re Bisys Sec. Litig.,\n 2007 WL 2049726 (S.D.N.Y July 16, 2007) .............................................................................. 9\n\nIn re Bristol-Myers Squibb Sec. Litig.,\n 361 F. Supp. 2d 229 (S.D.N.Y. 2005)......................................................................................... 6\n\nIn re Cendant Corp. Litig.,\n 264 F.3d 201 (3d Cir. 2001)...................................................................................................... 15\n\nIn re China Sunergy Sec. Litig.,\n 2011 WL 1899715 (S.D.N.Y. May 13, 2011) .......................................................................... 22\n\nIn re Colgate-Palmolive Co. ERISA Litig.,\n 36 F. Supp. 3d 344 (S.D.N.Y. 2014)......................................................................................... 10\n\nIn re Comverse Tech., Inc. Sec. Litig.,\n 2010 WL 2653354 (E.D.N.Y. June 24, 2010) ...................................................................... 9, 13\n\nIn re Deutsche Telekom AG Sec. Litig.,\n 2005 WL 7984326 (S.D.N.Y. June 14, 2005) .......................................................................... 10\n\nIn re EVCI Career Colls. Holding Corp. Sec. Litig.,\n 2007 WL 2230177 (S.D.N.Y. July 27, 2007) ....................................................................... 5, 20\n\nIn re Facebook, Inc. IPO Sec. & Deriv. Litig.,\n 2015 WL 6971424 (S.D.N.Y. Nov. 9, 2015) ............................................................................ 12\n\nIn re Flag Telecom Holdings, Ltd. Sec. Litig.,\n 2010 WL 4537550 (S.D.N.Y. Nov. 8, 2010) .......................................................... 13, 14, 22, 23\n\nIn re Fuwei Films Sec. Litig.,\n 247 F.R.D. 432 (S.D.N.Y. 2008) .............................................................................................. 20\n\nIn re Giant Interactive Grp., Inc. Sec. Litig.,\n 279 F.R.D. 151 (S.D.N.Y. 2011) .............................................................................................. 13\n\nIn re Glob. Crossing Sec. & ERISA Litig.,\n 225 F.R.D. 436 (S.D.N.Y. 2004) ....................................................................................... passim\n\nIn re Hi-Crush Partners L.P. Sec. Litig.,\n 2014 WL 7323417 (S.D.N.Y. Dec. 19, 2014) ............................................................................ 8\n\nIn re Indep. Energy Holdings PLC Sec. Litig.,\n 302 F. Supp. 2d 180 (S.D.N.Y. 2003)....................................................................................... 22\n\n\n\n\n iv\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 6 of 34\n\n\n\n\nIn re Interpublic Sec. Litig.,\n 2004 WL 2397190 (S.D.N.Y. Oct. 26, 2004) ........................................................................... 10\n\nIn re Lloyd\u2019s Am. Trust Fund Litig.,\n 2002 WL 31663577 (S.D.N.Y. Nov. 26, 2002) .......................................................................... 7\n\nIn re Marsh & McLennan Cos., Inc. Sec. Litig.,\n 2009 WL 5178546 (S.D.N.Y. Dec. 23, 2009) .................................................................... 15, 24\n\nIn re Marsh ERISA Litig.,\n 265 F.R.D. 128 (S.D.N.Y. 2010) .............................................................................................. 17\n\nIn re Payment Card Interchange Fee & Merch. Disc. Antitrust Litig.,\n 991 F. Supp. 2d 437 (E.D.N.Y. 2014) ........................................................................................ 6\n\nIn re Qudian Inc. Sec. Litig.,\n 2021 WL 2328437 (S.D.N.Y. June 8, 2021) ............................................................................ 24\n\nIn re Rite Aid Corp. Sec. Litig.,\n 396 F.3d 294 (3d Cir. 2005)........................................................................................................ 5\n\nIn re Signet Jewelers Limited Sec. Litig.,\n 2020 WL 4196468 (S.D.N.Y. July 21, 2020) ........................................................................... 24\n\nIn re Telik, Inc. Sec. Litig.,\n 576 F. Supp. 2d 570 (S.D.N.Y. 2008)......................................................................................... 2\n\nIn re Veeco Instruments Inc. Sec. Litig.,\n 2007 WL 4115808 (S.D.N.Y. Nov. 7, 2007) ............................................................ 4, 18, 21, 24\n\nIn re WorldCom, Inc. Sec. Litig.,\n 388 F. Supp. 2d 319 (S.D.N.Y. 2005)......................................................................................... 5\n\nJohnson v. Brennan,\n 2011 WL 4357376 (S.D.N.Y. Sept. 16, 2011)............................................................................ 6\n\nKhait v. Whirlpool Corp.,\n 2010 WL 2025106 (E.D.N.Y. Jan. 20, 2010) ............................................................................. 6\n\nKnox v. Yingli Green Energy Holding Co. Ltd.,\n 136 F. Supp. 3d 1159 (C.D. Cal. 2015) .................................................................................... 20\n\nKristal v. Mesoblast Ltd.,\n 2022 WL 3442535 (S.D.N.Y. Aug. 15, 2022) ............................................................................ 7\n\n\n\n\n v\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 7 of 34\n\n\n\n\nLa. Mun. Police Emps. Ret. Sys. v. Sealed Air Corp.,\n 2009 WL 4730185 (D.N.J. Dec. 4, 2009) ................................................................................. 17\n\nLea v. Tal Educ. Grp.,\n 2021 WL 5578665 (S.D.N.Y. Nov. 30, 2021) ............................................................................ 7\n\nLeBlanc-Sternberg v. Fletcher,\n 143 F.3d 748 (2d Cir. 1998)........................................................................................................ 8\n\nMaley v. Del Glob. Techs. Corp.,\n 186 F. Supp. 2d 358 (S.D.N.Y. 2002)........................................................................... 4, 6, 9, 22\n\nMcIntosh v. Katapult Holdings, Inc.,\n 2024 WL 5118192 (S.D.N.Y., 2024) .......................................................................................... 6\n\nMcMahan & Co. v. Wherehouse Ent., Inc.,\n 65 F.3d 1044 (2d Cir. 1995)...................................................................................................... 15\n\nMikhlin v. Oasmia Pharm. AB,\n 2021 WL 1259559 (E.D.N.Y. Jan. 6, 2021) ............................................................................. 20\n\nMills v. Elec. Auto-Lite Co.,\n 396 U.S. 375 (1970) .................................................................................................................... 4\n\nMissouri v. Jenkins,\n 491 U.S. 274 (1989) .................................................................................................................... 8\n\nMoloney v. Shelly\u2019s Prime Steak, Stone Crab & Oyster Bar,\n 2009 WL 5851465 (S.D.N.Y. Mar. 31, 2009) ............................................................................ 7\n\nMonzon v. 103W77 Partners, LLC,\n 2015 WL 993038 (S.D.N.Y. 2015) ........................................................................................ 5, 8\n\nMorris v. Affinity Health Plan, Inc.,\n 859 F. Supp. 2d 611 (S.D.N.Y. 2012)....................................................................................... 19\n\nSavoie v. Merchants Bank,\n 166 F.3d 456 (2d Cir. 1999)........................................................................................................ 8\n\nShapiro v. JPMorgan Chase & Co.,\n 2014 WL 1224666 (S.D.N.Y. Mar. 24, 2014) .......................................................................... 12\n\nSilverman v. Motorola Sols., Inc.,\n 739 F.3d 956 (7th Cir. 2013) .................................................................................................... 13\n\n\n\n\n vi\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 8 of 34\n\n\n\n\nTaft v. Ackermans,\n 2007 WL 414493 (S.D.N.Y. Jan. 31, 2007) ............................................................................. 17\n\nTeachers\u2019 Ret. Sys. of La. v. A.C.L.N., Ltd.,\n 2004 WL 1087261 (S.D.N.Y. May 14, 2004) .......................................................................... 13\n\nTellabs, Inc. v. Makor Issues & Rts., Ltd.,\n 551 U.S. 308, 127 S. Ct. 2499, 168 L. Ed. 2d 179 (2007) ........................................................ 22\n\nToo v. Rockwell Medical, Inc.,\n 2020 WL 1026410 (E.D.N.Y. Feb. 26, 2020)............................................................................. 6\n\nWal-Mart Stores, Inc. v. Visa U.S.A., Inc.,\n 396 F.3d 96 (2d Cir. 2005)...................................................................................................... 5, 9\n\nWoburn Ret. Sys. v. Salix Pharm., Ltd.,\n 2017 WL 3579892 (S.D.N.Y. Aug. 18, 2017) .......................................................................... 10\n\nYang v. Focus Media Holding Ltd.,\n 2014 WL 4401280 (S.D.N.Y. 2014) ......................................................................................... 16\n\nZeltser v. Merrill Lynch & Co., Inc.,\n 2014 WL 4816134 (S.D.N.Y. Sept. 23, 2014)............................................................................ 8\n\nStatutes\n\n15 U.S.C. \u00a7 77k(e) ........................................................................................................................ 15\n\n15 U.S.C. \u00a7 78u-4(a)(4) ................................................................................................................ 23\n\n15 U.S.C. \u00a7 78u-4(a)(6) .................................................................................................................. 5\n\n\n\n\n vii\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 9 of 34\n\n\n\n\n Lead Plaintiff Allegheny County Employees Retirement System (\u201cLead Plaintiff\u201d)1\n\nrespectfully requests that the Court grant the motion for: an award of attorneys\u2019 fees in the amount\n\nof one-third of the $4,750,000 cash and 25 Bitcoin Settlement Amount (i.e., $1,583,333. cash and\n\n8.3 Bitcoins plus interest); reimbursement of $122,022.28 plus interest, in litigation expenses that\n\nLead Counsel, The Rosen Law Firm, P.A. (\u201cRosen Law\u201d) and Levi & Korsinsky, reasonably and\n\nnecessarily incurred in prosecuting the Action; and reimbursement of $10,000 in total costs and\n\nexpenses, including lost hours, incurred by Lead Plaintiff directly related to his representation of\n\nthe Settlement Class, as authorized by the Private Securities Litigation Reform Act of 1995 (the\n\n\u201cPSLRA\u201d).\n\nI. INTRODUCTION\n\n The proposed Settlement, which provides for a non-reversionary cash payment of\n\n$4,750,000 and the value of 25 Bitcoins (the \u201cSettlement Amount\u201d), is a highly favorable result\n\nfor the Settlement Class particularly when juxtaposed against the significant hurdles Lead Plaintiff\n\nwould have to overcome in order to prevail in this complex securities litigation. In undertaking\n\nthis litigation, Lead Counsel faced numerous challenges to establishing liability and damages. The\n\nrisk of losing was a possibility, and such risk was enhanced by the fact that Lead Plaintiff was\n\nlitigating a securities class action against defendants represented by a highly skilled defense firm.\n\nSee Alaska Elec. Pension Fund v. Flowserve Corp., 572 F.3d 221, 235 (5th Cir. 2009) (O\u2019Connor,\n\nJ., by designation) (\u201cTo be successful, a securities class-action plaintiff must thread the eye of a\n\n\n\n1\n All capitalized terms used herein that are not otherwise defined herein have the meanings ascribed\nto them in the Stipulation of Settlement (the \u201cStipulation\u201d) dated November 8, 2024, Declaration\nof Jonathan Stern in Support of Lead Plaintiff\u2019s Motions for: (I) Final Approval of Class Action\nSettlement and Plan of Allocation; and (II) an Award of Attorneys\u2019 Fees, Reimbursement of\nExpenses, and Award to Lead Plaintiff (the \u201cStern Declaration\u201d or \u201cStern Decl.\u201d) filed\nconcurrently with this motion, or the Amended Complaint (Dkt. No. 51).\n\n\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 10 of 34\n\n\n\n\nneedle made smaller and smaller over the years by judicial decree and congressional action.\u201d).2\n\nMoreover, even if Lead Plaintiff were to win at trial, there was a strong possibility that the case\n\nwould yield little or no recovery after years of costly litigation. Despite these risks, Lead Counsel\n\nand Levi & Korsinsky worked 1987.08 hours over the course of more than two years, all on a\n\ncontingency basis with no guarantee of ever being paid.\n\n As compensation for their significant efforts and achievements on behalf of the Settlement\n\nClass, Lead Counsel respectfully requests a fee award in the amount of one-third of the Settlement\n\nFund. The requested fee is consistent with attorney fee awards in comparable class action\n\nsettlements, whether considered as a percentage of the Settlement or in relation to Lead Counsel\u2019s\n\nlodestar. Indeed, the requested fee represents a multiplier of 1.2 of Lead Counsel\u2019s lodestar, which\n\nis well within the range of multipliers typically awarded in class actions with substantial\n\ncontingency risks such as this one. See In re Telik, Inc. Sec. Litig., 576 F. Supp. 2d 570, 590\n\n(S.D.N.Y. 2008) (\u201cIn contingent litigation, lodestar multiples of over 4 are routinely awarded by\n\ncourts, including this Court.\u201d).\n\n Lead Counsel also seek reimbursement of $122,022.28 in out-of-pocket litigation expenses\n\nincurred by Lead Counsel in prosecuting the Action. This amount is well below the $250,000 limit\n\non litigation expenses disclosed in the Long Notice and it equates to less than 2% of the Settlement\n\nFund. The expenses are reasonable in amount and were necessarily incurred in the successful\n\nprosecution of the Action. Accordingly, this request should be approved.\n\n Finally, Lead Plaintiff respectfully requests a PSLRA award in the amount of $10,000 to\n\ncompensate it for the time and effort it expended on behalf of the Settlement Class. As detailed in\n\nits declaration, Lead Plaintiff, inter alia, conducted its own independent research for the case,\n\n\n2\n Unless otherwise noted, citations and quotations are omitted and emphasis is added.\n\n\n\n 2\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 11 of 34\n\n\n\n\nreviewed filings, conferred with Lead Counsel about litigation and settlement strategies, and\n\nauthorized Lead Counsel to settle the case. But for its \u201ccommitment to pursuing these claims, the\n\nsuccessful recovery for the [Settlement] Class would not have been possible.\u201d Bell v. Pension\n\nComm. of ATH Holding Co., LLC, 2019 WL 4193376, at *6 (S.D. Ind. Sept. 4, 2019).\n\n For all the reasons set forth herein, and in the Stern Declaration, Lead Counsel respectfully\n\nrequests that the Court award Lead Counsel one-third of the Settlement Fund, approve\n\nreimbursement of $122,022.28 in litigation expenses, and grant a PSLRA award of $10,000 to\n\nLead Plaintiff.3\n\nII. FACTUAL AND PROCEDURAL HISTORY\n\n The concurrently filed Stern Declaration is an integral part of this submission. For the sake\n\nof brevity, the Court is respectfully referred to it for a detailed description of, inter alia: the history\n\nof the Action; the nature of the claims asserted; the negotiations leading to Settlement; the risks\n\nand uncertainties of continued litigation; and a description of the services Lead Counsel provided\n\nfor the benefit of the Settlement Class.4\n\nIII. ARGUMENT\n\n A. The Common Fund Doctrine Applies to the Settlement\n\n The Supreme Court and the Second Circuit have long recognized that attorneys whose\n\nefforts create a \u201ccommon fund\u201d are entitled to a reasonable attorneys\u2019 fee from that fund. See\n\nBoeing Co. v. Van Gemert, 444 U.S. 472, 478 (1980); Goldberger v. Integrated Res., Inc., 209\n\nF.3d 43, 47 (2d Cir. 2000). \u201cThe rationale for the doctrine is an equitable one: it prevents unjust\n\n\n3\n As of the filing of this motion, no member of the Settlement Class has objected to the request for\nattorney\u2019s fees, expenses, a PSLRA award, or any other aspect of the Settlement. If there are any\nobjections prior to the March 21, 2025 deadline, Lead Plaintiff will address them in its reply brief.\n4\n All citations to \u201c\u00b6 __\u201d and \u201cEx. __\u201d in this memorandum refer, respectively, to paragraphs in and\nExhibits to, the Stern Decl.\n\n\n 3\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 12 of 34\n\n\n\n\nenrichment of those benefitting from a lawsuit without contributing to its cost.\u201d Goldberger, 209\n\nF.3d at 47; see also In re Veeco Instruments Inc. Sec. Litig., 2007 WL 4115808, at *2 (S.D.N.Y.\n\nNov. 7, 2007). Awarding reasonable attorneys\u2019 fees from a common fund also serves an important\n\npolicy goal: it encourages \u201cskilled counsel to represent those who seek redress for damages\n\ninflicted on entire classes of persons,\u201d and thus discourages \u201cfuture misconduct of a similar\n\nnature.\u201d Id., at *2; see also Hicks v. Morgan Stanley & Co., 2005 WL 2757792, at *9 (S.D.N.Y.\n\nOct. 24, 2005).\n\n For the common fund doctrine to apply, \u201cthe applicant\u2019s efforts must confer a \u2018substantial\n\nbenefit on the members of an ascertainable class, and where the court\u2019s jurisdiction over the subject\n\nmatter of the suit makes possible an award that will operate to spread costs proportionately among\n\nthem,\u2019 an award of attorneys\u2019 fees must operate to shift the costs of litigation to that group.\u201d Maley\n\nv. Del Glob. Techs. Corp., 186 F. Supp. 2d 358, 369 (S.D.N.Y. 2002) (quoting Mills v. Elec. Auto-\n\nLite Co., 396 U.S. 375, 393-94 (1970)). All of these elements are present here. Lead Counsel\u2019s\n\nefforts conferred a substantial benefit\u2014$4.75 million in cash alone\u2014on an ascertainable class.\n\nAnd, a fee award from the common fund will equitably shift the costs of litigation to the group\n\nbenefitting from the Settlement, i.e., the Settlement Class. Accordingly, the Court should award\n\nattorneys\u2019 fees from the Settlement Fund. See Maley, 186 F. Supp. 2d at 369.\n\n B. The Court Should Award a Reasonable Percentage of the Common Fund\n\n In the Second Circuit, \u201cboth the lodestar and the percentage of the fund methods are\n\navailable to district judges in calculating attorneys\u2019 fees.\u201d Goldberger, 209 F.3d at 50. However,\n\n\u201c[t]he trend in the Second Circuit is to use the percentage of the fund method in common fund\n\ncases like this one, as it directly aligns the interests of the class and its counsel, mimics the\n\ncompensation system actually used by individual clients to compensate their attorneys, provides a\n\n\n\n\n 4\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 13 of 34\n\n\n\n\npowerful incentive for the efficient prosecution and early resolution of litigation, and preserves\n\njudicial resources.\u201d Monzon v. 103W77 Partners, LLC, 2015 WL 993038, at *2 (S.D.N.Y. 2015);\n\nWal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 121 (2d Cir. 2005) (\u201cThe trend in this\n\nCircuit is toward the percentage method\u2026 which \u2018directly aligns the interests of the class and its\n\ncounsel and provides a powerful incentive for the efficient prosecution and early resolution of\n\nlitigation.\u2019\u201d).5 The percentage-of-the-fund method is also supported by the PSLRA, which states\n\nthat \u201c[t]otal attorneys\u2019 fees and expenses awarded by the court to counsel for the plaintiff class\n\nshall not exceed a reasonable percentage of the amount of any damages and prejudgment interest\n\nactually paid to the class.\u201d 15 U.S.C. \u00a7 78u-4(a)(6).6\n\n The percentage method does not, however, render the lodestar irrelevant. Rather, the\n\nreasonableness inquiry includes a comparison of the lodestar to the fees awarded pursuant to the\n\npercentage of the fund method \u201c[a]s a \u2018cross-check.\u2019\u201d Wal-Mart, 396 F.3d at 123 (quoting\n\nGoldberger, 209 F.3d at 50). \u201c[W]here [the lodestar method is] used as a mere cross-check, the\n\nhours documented by counsel need not be exhaustively scrutinized by the district court.\u201d\n\nGoldberger, 209 F.3d at 50. \u201cInstead, the reasonableness of the claimed lodestar can be tested by\n\nthe court\u2019s familiarity with the case,\u201d id., or \u201c[t]he district courts [ ] may rely on summaries\n\nsubmitted by the attorneys and need not review actual billing records.\u201d In re Rite Aid Corp. Sec.\n\nLitig., 396 F.3d 294, 306-07 (3d Cir. 2005); Davis v. J.P. Morgan Chase & Co., 827 F. Supp. 2d\n\n\n5\n See also Athale v. Sinotech Energy Ltd., 2013 WL 11310686, at *7 (S.D.N.Y. Sept. 4, 2013)\n(\u201cthe trend in this Circuit has been toward the use of a percentage of recovery as the preferred\nmethod of calculating the award for class counsel in common fund cases, particularly in complex\nsecurities class actions.\u201d).\n6\n See also In re EVCI Career Colls. Holding Corp. Sec. Litig., 2007 WL 2230177, at *16 (S.D.N.Y.\nJuly 27, 2007) (\u201c[T]he PSLRA implicitly supports the use of the percentage of the fund method.\u201d);\nIn re WorldCom, Inc. Sec. Litig., 388 F. Supp. 2d 319, 355 (S.D.N.Y. 2005) (\u201capply[ing] the\npercentage method\u201d due, at least in part, to \u201cthe PSLRA\u2019s express contemplation that the\npercentage method will be used to calculate attorneys\u2019 fees in securities fraud class actions\u201d).\n\n\n 5\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 14 of 34\n\n\n\n\n172, 184 (W.D.N.Y. 2011); Johnson v. Brennan, 2011 WL 4357376, at *14-15 (S.D.N.Y. Sept.\n\n16, 2011).\n\n In sum, the weight of authority suggests that the Court should use the percentage-of-\n\nrecovery method, with a lodestar cross-check, in determining a reasonable attorneys\u2019 fee. See\n\nBellifemine v. Sanofi-Aventis U.S. LLC, 2010 WL 3119374, at *6 (S.D.N.Y. Aug. 6, 2010)\n\n(\u201capplying a lodestar \u2018cross-check\u2019\u201d); In re Bristol-Myers Squibb Sec. Litig., 361 F. Supp. 2d 229,\n\n233 (S.D.N.Y. 2005) (\u201cTypically, courts utilize the percentage method and then \u2018cross-check\u2019 the\n\nadequacy of the resulting fee by applying the lodestar method.\u201d); Hicks, 2005 WL 2757792, at\n\n*10.\n\n C. The Requested Attorneys\u2019 Fees Are Reasonable\n\n 1. The Requested Attorneys\u2019 Fees are Reasonable Under the Percentage-\n of-the-Fund Method\n\n The one-third fee requested by Lead Counsel is well within the range of percentage fees\n\nthat courts in the Second Circuit have awarded in comparable, complex class actions. See Maley,\n\n186 F. Supp. 2d at 370 (finding a one-third fee request of settlement fund valued at $11.5 million\n\n\u201cfalls comfortably within the range of fees typically awarded in securities class actions\u201d); $2.5;\n\nMcIntosh v. Katapult Holdings, Inc., 2024 WL 5118192, at *4 (S.D.N.Y., 2024) (awarding one\n\nthird of the $2.5 million award); In re Payment Card Interchange Fee & Merch. Disc. Antitrust\n\nLitig., 991 F. Supp. 2d 437, 445 (E.D.N.Y. 2014) (\u201c[I]t is very common to see 33% contingency\n\nfees in cases with funds of less than $10 million, and 30% contingency fees in cases with funds\n\nbetween $10 million and $50 million\u201d); Too v. Rockwell Medical, Inc., 2020 WL 1026410, at *3\n\n(E.D.N.Y. Feb. 26, 2020) (awarding one-third of $3.7 million settlement fund prior to formal\n\ndiscovery); In re Akazoo S.A. Sec. Litig., 2021 WL 4316717, at *1 (E.D.N.Y. Sept. 10, 2021)\n\n(awarding attorneys\u2019 fees of one-third of $4.9 million partial settlement); Khait v. Whirlpool Corp.,\n\n\n\n 6\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 15 of 34\n\n\n\n\n2010 WL 2025106, at *8 (E.D.N.Y. Jan. 20, 2010) (awarding 33% of $9.25 million settlement);\n\nKristal v. Mesoblast Ltd., 2022 WL 3442535, at *1 (S.D.N.Y. Aug. 15, 2022) (awarding attorneys\u2019\n\nfees of one-third of $2 million settlement); In re Guevoura Fund Ltd. v. Sillerman, 2019 WL\n\n6889901, at *21 (S.D.N.Y. Dec. 18, 2019) (awarding attorneys\u2019 fees of one-third of $7.5 million,\n\nfinding that it is \u201cconsistent with percentage fees awarded in this Circuit and nationwide for\n\ncomparable recoveries\u201d) (citing cases); In re Lloyd\u2019s Am. Trust Fund Litig., 2002 WL 31663577,\n\nat *26 (S.D.N.Y. Nov. 26, 2002) (collecting cases and stating that \u201c[i]n this district alone, there\n\nare scores of common fund cases where fees alone (i.e., where expenses are awarded in addition\n\nto the fee percentage) were awarded in the range of 33-1/3% of the settlement fund.\u201d); Lea v. Tal\n\nEduc. Grp., 2021 WL 5578665, at *11 (S.D.N.Y. Nov. 30, 2021) (awarding one-third of $7.5\n\nmillion settlement); Hayes v. Harmony Gold Mining Co., 2011 WL 6019219, at *1 (S.D.N.Y. Dec.\n\n2, 2011) (awarding one-third of $9 million settlement fund), aff\u2019d, 509 F. App\u2019x 21 (2d Cir. 2013);\n\nFogarazzo v. Lehman Bros., No. 03 CIV. 5194 SAS, 2011 WL 671745, at *3 (S.D.N.Y. Feb. 23,\n\n2011) (awarding 33.3% of $6.75 million settlement); Moloney v. Shelly\u2019s Prime Steak, Stone Crab\n\n& Oyster Bar, 2009 WL 5851465, at *5 (S.D.N.Y. Mar. 31, 2009) (collecting cases and noting\n\nthat \u201cClass Counsel\u2019s request for 33% of the Settlement Fund is typical in class action settlements\n\nin the Second Circuit.\u201d); Anwar v. Fairfield Greenwich Ltd., 2012 WL 1981505, at *3 (S.D.N.Y.\n\nJune 1, 2012) (33% fee request of the approximate $7.7 million settlement fund \u201cis well within the\n\npercentage range that courts within the Second Circuit have awarded in other complex\n\nlitigations\u201d).\n\n One of the merits of awarding fees on a percentage basis is that it does not penalize\n\nattorneys for achieving a prompt resolution of a case, where, as here, Lead Counsel gained\n\nsufficient information concerning the strengths and weaknesses of the case necessary to make an\n\n\n\n\n 7\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 16 of 34\n\n\n\n\ninformed decision about the value of the claims, and further costly litigation would most likely\n\nhave yielded a diminished recovery. Under such circumstances, Lead Counsel should be rewarded\n\nfor their efficient and effective advocacy. See Zeltser v. Merrill Lynch & Co., Inc., 2014 WL\n\n4816134, at *10 (S.D.N.Y. Sept. 23, 2014) (awarding a 33% fee, equating to a multiplier of 5.1,\n\nwhere settlement was reached after consolidated amended complaint was filed and noting that\n\nPlaintiff\u2019s Counsel should not be \u201cpenalize[d] . . . for achieving an early settlement, particular\n\nwhere . . . the settlement amount is substantial.\u201d); Savoie v. Merchants Bank, 166 F.3d 456, 461\n\n(2d Cir. 1999) (\u201c[T]he percentage-of-the-fund method also removes disincentives to prompt\n\nsettlement, because plaintiffs\u2019 counsel, whose fee does not increase with delay, have no reason to\n\ndrag their feet.\u201d); Monzon, 2015 WL 993038, at *2 (awarding one-third of the settlement fund and\n\nnoting that the \u201cpercentage of the fund method in common fund cases like this one \u2026 directly\n\naligns the interests of the class and its counsel, mimics the compensation system actually used by\n\nindividual clients to compensate their attorneys, provides a powerful incentive for the efficient\n\nprosecution and early resolution of litigation, and preserves judicial resources.\u201d).\n\n 2. The Lodestar \u201cCross-Check\u201d Strongly Supports the Reasonableness of\n the Requested Fee\n\n A lodestar \u201ccross-check\u201d confirms the reasonableness of the requested fee award. See\n\nGoldberger, 209 F.3d at 50. The \u201clodestar\u201d is calculated by multiplying the number of hours\n\nexpended on the litigation by each particular attorney or paralegal by their a reasonable and hourly\n\nrate, and totaling the amounts for all time-keepers.7 Additionally, \u201c[u]nder the lodestar method of\n\n\n\n\n7\n \u201c[T]he use of current rates to calculate the lodestar figure has been endorsed repeatedly by the\nSupreme Court, the Second Circuit and district courts within the Second Circuit as a means of\naccounting for the delay in payment inherent in class actions and for inflation.\u201d In re Hi-Crush\nPartners L.P. Sec. Litig., 2014 WL 7323417, at *15 (S.D.N.Y. Dec. 19, 2014); Missouri v. Jenkins,\n491 U.S. 274, 283-84 (1989); LeBlanc-Sternberg v. Fletcher, 143 F.3d 748, 764 (2d Cir. 1998)\n\n\n 8\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 17 of 34\n\n\n\n\nfee computation, a multiplier is typically applied to the lodestar. The multiplier represents the risk\n\nof the litigation, the complexity of the issues, the contingent nature of the engagement, the skill of\n\nthe attorneys, and other factors.\u201d In re Glob. Crossing Sec. & ERISA Litig., 225 F.R.D. 436, 468\n\n(S.D.N.Y. 2004); In re Comverse Tech., Inc. Sec. Litig., 2010 WL 2653354, at *5 (E.D.N.Y. June\n\n24, 2010) (\u201cWhere . . . counsel has litigated a complex case under a contingency fee arrangement,\n\nthey are entitled to a fee in excess of the lodestar.\u201d).\n\n Here, Lead Counsel and former Lead Counsel Levi & Korsinsky8 (together \u201cPlaintiff\u2019s\n\nCounsel) devoted a total of 1987.08 hours to the prosecution of the Action, resulting in a lodestar\n\nof $1,932,793.60. \u00b669.9 Based on a one-third fee (equal to $2,337,882.66)10, Plaintiff\u2019s Counsel\u2019s\n\nlodestar yields a multiplier of 1.2. This multiplier is well within the range of multipliers commonly\n\nawarded in securities class actions and other complex litigation. See Wal-Mart, 396 F.3d at 123\n\n(upholding multiplier of 3.5 as reasonable on appeal); Burns v. Falconstor Software, Inc., 2014\n\nWL 12917621, at *10 (E.D.N.Y. Apr. 10, 2014) (finding fee award of 33.3% \u201creasonable\u201d based\n\non cross-check multiplier of 4.75); Maley, 186 F. Supp. 2d at 369 (awarding fee equal to a 4.65\n\nmultiplier, which was \u201cwell within the range awarded by courts in this Circuit and courts\n\nthroughout the country\u201d); In re Bisys Sec. Litig., 2007 WL 2049726, at *3 (S.D.N.Y July 16, 2007)\n\n\n\n\n(\u201c[C]urrent rates, rather than historical rates, should be applied in order to compensate for the delay\nin payment.\u201d).\n8\n While Levi & Korsinsky are no longer Co-Lead Counsel in this action, their work prior to their\nwithdrawal in this action contributed to Plaintiff\u2019s prosecution of this matter.\n9\n The Rosen Law Firm does not bill clients hourly. To calculate reasonable hourly rates for lodestar\ncalculation purposes the Rosen Law Firm relied on rates actually approved by bankruptcy courts\nin 2023. Ex. 4, \u00b65. Lead Counsel\u2019s rates for attorneys who worked on this litigation range from\n$1,273 to $1,512 for partners and $491.87 to $1,169 for non-partners (\u00b679), and \u201care comparable\nto peer plaintiffs and defense-side law firms litigating matters of similar magnitude.\u201d Fleisher v.\nPhoenix Life Ins. Co., No. 11-CV-8405 (CM), 2015 WL 10847814, at *18 (S.D.N.Y. Sept. 9,\n2015).\n10\n This fee estimate is based on a bitcoin value of $90,545.92 as of March 6, 2025.\n\n\n 9\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 18 of 34\n\n\n\n\n(finding a 2.99 multiplier \u201cfalls well within the parameters set in this district and elsewhere\u201d);\n\nDavis, 827 F. Supp. 2d at 185 (awarding fee representing a multiplier of 5.3, which was \u201cnot\n\natypical\u201d in similar cases).11\n\n In sum, Lead Counsel\u2019s requested fee award is well within the range of what courts in this\n\nCircuit regularly award in class actions such as this one, whether calculated as a percentage of the\n\nfund or in relation to Lead Counsel\u2019s lodestar. Moreover, as discussed below, each of the factors\n\nestablished by the Second Circuit in Goldberger supports a finding that the requested fee is\n\nreasonable.\n\n D. The Goldberger Factors Confirm the Requested Fee is Fair and Reasonable\n\n The Second Circuit has set forth the following criteria that courts should consider when\n\nreviewing a request for attorneys\u2019 fees in a common fund case:\n\n (1) the time and labor expended by counsel; (2) the magnitude and complexities of\n the litigation; (3) the risk of the litigation; (4) the quality of representation; (5) the\n requested fee in relation to the settlement; and (6) public policy considerations.\n\nGoldberger, 209 F.3d at 50. Consideration of these factors, together with the analyses above,\n\ndemonstrates that the requested fee is reasonable.\n\n\n\n\n11\n See also Sinotech, 2013 WL 11310686, at *8 (stating that courts routinely award lodestar\nmultipliers of \u201cbetween four and five\u201d); Guevoura Fund Ltd., 2019 WL 6889901, at *18\n(\u201cmultipliers of between three and four times\u2026have been routinely awarded in this Circuit.\u201d); In\nre Interpublic Sec. Litig., 2004 WL 2397190, at *12 (S.D.N.Y. Oct. 26, 2004) (\u201cIn recent years\nmultipliers of between 3 and 4.5 have been common in federal securities cases.\u201d); Cornwell v.\nCredit Suisse Grp., 2011 WL 13263367, at *2 (S.D.N.Y. July 18, 2011) (awarding fee representing\na 4.7 multiplier); In re Colgate-Palmolive Co. ERISA Litig., 36 F. Supp. 3d 344, 353 (S.D.N.Y.\n2014) (awarding fee representing a multiplier of 5.2, which was \u201clarge, but not unreasonable.\u201d);\nIn re Deutsche Telekom AG Sec. Litig., 2005 WL 7984326 at *4 (S.D.N.Y. June 14, 2005)\n(awarding fee representing a 3.96 multiplier); Woburn Ret. Sys. v. Salix Pharm., Ltd., 2017 WL\n3579892, at *6 (S.D.N.Y. Aug. 18, 2017) (awarding fee representing a 3.14 multiplier); Asare v.\nChange Group of New York, Inc., 2013 WL 6144764, at *19 (S.D.N.Y. Nov. 18, 2013)\n(\u201cTypically, courts use multipliers of 2 to 6 times the lodestar\u201d).\n\n\n 10\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 19 of 34\n\n\n\n\n 1. Time and Labor Expended Support the Requested Fee\n\n The time and effort Lead Counsel expended in prosecuting this Action and achieving the\n\nSettlement supports the requested fee. As set forth in greater detail in the Stern Declaration, Lead\n\nCounsel, among other things:\n\n \uf0b7 a comprehensive investigation that involved, among other things, a review of\n\n publicly available information regarding the Company;\n\n \uf0b7 engaging a damages and causation expert;\n\n \uf0b7 defeating, in part, the Underwriter and Stronghold Motions to Dismiss;\n\n \uf0b7 commencing in discovery, including the review of more than 10,000 pages of\n\n documents;\n\n \uf0b7 drafted and served document requests on Defendants and met and conferred\n\n multiple times with Defense Counsel about their responses and objections to those\n\n document requests;\n\n \uf0b7 negotiated a protective order with Defense Counsel;\n\n \uf0b7 drafted an Electronically Stored Information (\u201cESI\u201d) Protocol and met and\n\n conferred with Defense Counsel about it multiple times;\n\n \uf0b7 preparing the Class Certification Motion;\n\n \uf0b7 engaging in arm\u2019s-length negotiations between experienced counsel with the\n\n assistance of a well-respected Mediator.\n\n \uf0b7 drafted and negotiated a settlement term sheet, the Stipulation (including the\n\n exhibits thereto), and Supplemental Agreement with Defendants;\n\n\n\n\n 11\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 20 of 34\n\n\n\n\n \uf0b7 worked with a damages expert to craft a plan of allocation that treats Lead Plaintiff\n\n and all other members of the proposed Settlement Class fairly;\n\n \uf0b7 drafted the preliminary approval motion;\n\n \uf0b7 oversaw the implementation of the notice process to Settlement Class Members;\n\n and\n\n \uf0b7 drafted the motion for final approval.\n\n\n It is also important to recognize that the legal work related to the Settlement will not end\n\nwith the Court\u2019s approval of the proposed Settlement. Additional hours and resources will\n\nnecessarily be expended assisting Settlement Class Members with their Claim Forms, responding\n\nto Settlement Class Members\u2019 inquiries, shepherding the claims process to conclusion and filing a\n\ndistribution motion. No additional compensation will be sought for this work. See In re Facebook,\n\nInc. IPO Sec. & Deriv. Litig., 2015 WL 6971424, at *10 (S.D.N.Y. Nov. 9, 2015) (\u201cConsidering\n\nthat the work in this matter is not yet concluded for Plaintiffs\u2019 counsel who will necessarily need\n\nto oversee the claims process, respond to inquiries, and assist Class Members in submitting their\n\nProof of Claims, the time and labor expended by counsel in this matter support a conclusion that\n\na 33% fee award in this matter is reasonable.\u201d).\n\n Accordingly, this factor supports the requested fee.\n\n 2. The Risks of Litigation Support the Requested Fee\n\n \u201c[T]he risk of success [is] \u2018perhaps the foremost\u2019 factor to be considered in determining\u201d\n\na reasonable award of attorneys\u2019 fees. Goldberger, 209 F.3d at 54; see also Shapiro v. JPMorgan\n\nChase & Co., 2014 WL 1224666, at *21 (S.D.N.Y. Mar. 24, 2014) (\u201cThe Second Circuit long ago\n\nrecognized that courts should consider the risks associated with lawyers undertaking a case on a\n\n\n\n\n 12\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 21 of 34\n\n\n\n\ncontingent fee basis.\u201d). This is because \u201c[n]o one expects a lawyer whose compensation is\n\ncontingent upon his success to charge, when successful, as little as he would charge a client who\n\nin advance had agreed to pay for his services, regardless of success. Nor, particularly in\n\ncomplicated cases producing large recoveries, is it just to make a fee depend solely on the\n\nreasonable amount of time expended.\u201d City of Detroit v. Grinnell Corp., 495 F.2d 448, 470 (2d\n\nCir. 1974). In applying this factor, \u201c\u2018litigation risk must be measured as of when the case is filed,\u2019\n\nrather than with the hindsight benefit of subsequent events.\u201d Global Crossing, 225 F.R.D. at 467\n\n(quoting Goldberger, 209 F.3d at 55). The many severe risks that Lead Counsel faced in\n\nprosecuting this suit more than justify the requested one-third fee. See, e.g., \u00b6\u00b633-41.\n\n Numerous courts have recognized that \u201cclass actions confront even more substantial risks\n\nthan other forms of litigation[,]\u201d Comverse, 2010 WL 2653354, at *5, and that \u201c[s]ecurities class\n\nactions such as this are \u2018notably difficult and notoriously uncertain.\u2019\u201d In re Flag Telecom Holdings,\n\nLtd. Sec. Litig., 2010 WL 4537550, at *27 (S.D.N.Y. Nov. 8, 2010).12 This case was no exception.\n\nFrom the outset of the Action, Lead Counsel understood that they were embarking on a complex,\n\nexpensive, and potentially lengthy litigation with no guarantee of ever being compensated for the\n\nsubstantial investment of time and money the case would require. In undertaking that\n\nresponsibility, \u201cplaintiffs\u2019 counsel were obligated to assure that sufficient attorney and para-\n\nprofessional resources were dedicated to the prosecution of the Action; counsel also faced the\n\nresponsibility of advancing litigation and overhead expenses on this case \u2026 .\u201d In re Giant\n\nInteractive Grp., Inc. Sec. Litig., 279 F.R.D. 151, 164 (S.D.N.Y. 2011). Indeed, \u201c[u]nlike counsel\n\n\n\n12\n See also Teachers\u2019 Ret. Sys. of La. v. A.C.L.N., Ltd., 2004 WL 1087261, at *3 (S.D.N.Y. May\n14, 2004) (\u201cLittle about litigation is risk-free, and class actions confront even more substantial\nrisks than other forms of litigation.\u201d); Silverman v. Motorola Sols., Inc., 739 F.3d 956, 958 (7th\nCir. 2013) (observing that \u201cDefendants prevail outright in many securities suits.\u201d).\n\n\n\n 13\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 22 of 34\n\n\n\n\nfor Defendants, who are paid substantial hourly rates and reimbursed for their expenses on a\n\nregular basis, [Lead Counsel] have not been compensated for any time or expenses since this case\n\nbegan \u2026\u201d Flag Telecom, 2010 WL 4537550, at *27. Lead Counsel\u2019s commitment was significant\n\n(i.e., $1,451,790 in lodestar and $34,762.10 in out-of-pocket hard costs), and had they not obtained\n\na recovery, it would have all been lost.\n\n While Lead Counsel believe that Lead Plaintiff\u2019s claims are meritorious and remain\n\nconfident in their ability to prove their claims and rebut any potential arguments advanced by\n\nDefendants, they also recognize that there were a number of substantial risks in the litigation and\n\nthat Lead Plaintiff\u2019s ability to succeed at trial and obtain and collect a substantial judgment was\n\nfar from certain. Obstacles included both the well-known general risks of complex securities\n\nlitigation, as well as the specific risks inherent in this case. Great Neck Cap. Appreciation Inv.\n\nP'ship, L.P. v. PricewaterhouseCoopers, L.L.P., 212 F.R.D. 400, 409 (E.D. Wis. 2002)\n\n(\u201cShareholder class actions are difficult and unpredictable, and skepticism about optimistic\n\nforecasts of recovery is warranted.\u201d).\n\n In particular, although the alleged misstatements that Lead Plaintiff pled in the Amended\n\nComplaint survived Defendants\u2019 motion to dismiss, to survive a summary judgment motion, Lead\n\nPlaintiff would need to prove \u2014 not merely allege \u2014 that Stronghold\u2019s registration statement\n\ncontained false and misleading statements. Additionally, Lead Plaintiff expected Defendants to\n\ncontinue to pursue their negative causation defense on summary judgment. \u00b634. Furthermore, even\n\nif it survived summary judgment, Lead Plaintiff would then have to establish each element of its\n\nclaims and refute Defendants\u2019 affirmative defenses to a jury\u2019s satisfaction. And if Lead Plaintiff\n\nwon at trial, it would have to survive Defendants\u2019 inevitable appeals.\n\n\n\n\n 14\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 23 of 34\n\n\n\n\n Additionally, litigating damages presents a significant risk in securities class actions. In\n\nsecurities class actions, \u201c[c]alculation of damages is a \u2018complicated and uncertain process,\n\ntypically involving conflicting expert opinion ... .\u2019\u201d Global Crossing, 225 F.R.D. at 459; see also\n\nChatelain v. Prudential-Bache Sec., Inc., 805 F. Supp. 209, 214 (S.D.N.Y. 1992) (in securities\n\nclass actions, the \u201ccomplexities of calculating damages increase geometrically\u201d). \u201cThere is the\n\nundeniable risk that a \u2018jury could be swayed by experts for the Defendants, who [c]ould minimize\n\nthe amount of Plaintiffs\u2019 losses.\u2019\u201d In re Marsh & McLennan Cos., Inc. Sec. Litig., 2009 WL\n\n5178546, at *6 (S.D.N.Y. Dec. 23, 2009); see also In re Cendant Corp. Litig., 264 F.3d 201, 239\n\n(3d Cir. 2001) (\u201c[E]stablishing damages at trial would lead to a \u2018battle of experts\u2019 with each side\n\npresenting its figures to the jury and with no guarantee whom the jury would believe.\u201d).\n\n The statutory measure of damages under Section 11 is the difference between the IPO price\n\nfor Stronghold Class A common stock and the price on the date this suit was filed. 15 U.S.C. \u00a7\n\n77k(e). Here, during the IPO the Company sold 7,690,400 shares of Class A common stock at a\n\nprice of $19.00 per share. Settling Defendants argue that before any alleged misrepresentation was\n\nrevealed to the market, Stronghold\u2019s stock price had already dropped nearly 50% from its $19.00\n\nIPO price due to reasons unrelated to this Action. \u00b640. Section 11 of the Securities Act, however,\n\nprovides a negative causation defense under which defendants can reduce the amount of damages\n\nby establishing that \u201cthe decline in the value of the security in question was not caused by the\n\nmaterial omissions or misstatements in the registration statement.\u201d See McMahan & Co. v.\n\nWherehouse Ent., Inc., 65 F.3d 1044, 1048 (2d Cir. 1995). Defendants would point to the fact that\n\nthere was as increase in price two days after the initial November 30, 2021 disclosure. In particular,\n\nDefendants would argue that after the disclosure Stronghold\u2019s stock increased from 17.24/share to\n\n$19.79/share to support their negative causation argument.\n\n\n\n\n 15\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 24 of 34\n\n\n\n\n Through this entire period, every hour Defendants\u2019 attorneys worked would diminish the\n\nfunds available to fund a settlement or pay a judgment. And if Defendants\u2019 arguments were\n\naccepted, the maximum damages that could be established at trial might have been even lower\n\nand, of course, Lead Plaintiff may have lost at summary judgment, trial, or an appeal on some or\n\nall of his claims, resulting in a recovery of little or nothing. The Settlement avoids these genuine\n\nrisks. Furthermore, even if Lead Plaintiff overcame all of these risks and prevailed at trial for the\n\nfull amount of damages, he would still face the risk of an adverse decision on post-trial motions\n\nor reversal on appeal.13\n\n Additionally, as a practical matter continued litigation of the Action would only further\n\nshrink the pot from which the Settlement Class could recover. See Yang v. Focus Media Holding\n\nLtd., 2014 WL 4401280, at *8 (S.D.N.Y. 2014) (\u201cThe Settlement avoids the risk that further\n\nlitigation would have resulted in a lesser recovery even if Plaintiff prevailed on the merits because\n\ndefense costs would have significantly depleted, if not exhausted, the available D & O Policy.\u201d).\n\n In sum, Lead Plaintiff faced substantial risks with continued litigation. While Lead Plaintiff\n\nand its counsel believe this case has merit and that they could have successfully navigated each\n\nrisk presented, the risks remained. If any of them materialized, the Settlement Class might have\n\nrecovered far less than the proposed Settlement or nothing at all. In the context of all those risks,\n\nthe $4.75 million 25 Bitcoin Settlement is a highly favorable result for the Settlement Class, and\n\nLead Counsel\u2019s ability to obtain that result despite so many risks supports the reasonableness of\n\n\n\n13\n See, e.g., Glickenhaus & Co. v. Household Int\u2019l, Inc., 787 F.3d 408 (7th Cir. 2015) (reversing\njury verdict awarding $2.46 billion on loss causation and damages grounds and remanding for a\nnew trial on these issues); In re BankAtlantic Bancorp, Inc., 2011 WL 1585605, at *20-22 (S.D.\nFla. Apr. 25, 2011) (granting motion for judgment as a matter of law following jury verdict in\nplaintiffs\u2019 favor), aff\u2019d sub nom. Hubbard v. BankAtlantic Bancorp, Inc., 688 F.3d 713 (11th Cir.\n2012).\n\n\n\n 16\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 25 of 34\n\n\n\n\nthe fee request. See In re Marsh ERISA Litig., 265 F.R.D. 128, 148 (S.D.N.Y. 2010) (\u201cThere was\n\nsignificant risk of non-payment in this case, and Plaintiffs\u2019 Counsel should be rewarded for having\n\nborne and successfully overcome that risk.\u201d).\n\n 3. The Magnitude and Complexity of the Action Supports the Fee\n\n Courts have repeatedly recognized the \u201cnotorious complexity\u201d of securities class action\n\nlitigation. In re AOL Time Warner, Inc. Sec. & \u201cERISA\u201d Litig., 2006 WL 903236, at *8 (S.D.N.Y.\n\nApr. 6, 2006); Taft v. Ackermans, 2007 WL 414493, at *10 (S.D.N.Y. Jan. 31, 2007); La. Mun.\n\nPolice Emps. Ret. Sys. v. Sealed Air Corp., 2009 WL 4730185, at *8 (D.N.J. Dec. 4, 2009)\n\n(\u201csecurities class actions are inherently complex\u201d); see also AOL Time Warner, 2006 WL 903236,\n\nat *9 (\u201c[T]he legal requirements for recovery under the securities laws present considerable\n\nchallenges, particularly with respect to loss causation and the calculation of damages.\u201d).\n\n To build and settle the case, Lead Counsel, among other things, needed to: (1) a\n\ncomprehensive investigation that involved, among other things, a review of publicly available\n\ninformation regarding the Company; (2) engaging a damages and causation expert; (3) defeating,\n\nin part, the Underwriter and Stronghold Motions to Dismiss; (4) commencing in discovery,\n\nincluding the review of more than 10,000 pages of documents; (5) drafted and served document\n\nrequests on Defendants and met and conferred multiple times with Defense Counsel about their\n\nresponses and objections to those document requests; (6) negotiated a protective order with\n\nDefense Counsel; (7) drafted an ESI Protocol and met and conferred with Defense Counsel about\n\nit multiple times; (8) preparing the Class Certification Motion; (9) engaging in arm\u2019s-length\n\nnegotiations between experienced counsel with the assistance of a well-respected Mediator; (10)\n\ndrafted and negotiated a settlement term sheet, the Stipulation (including the exhibits thereto), and\n\nSupplemental Agreement with Defendants; (11) worked with a damages expert to craft a plan of\n\nallocation that treats Lead Plaintiff and all other members of the proposed Settlement Class fairly;\n\n\n 17\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 26 of 34\n\n\n\n\n(12) drafted the preliminary approval motion; (13) oversaw the implementation of the notice\n\nprocess to Settlement Class Members; and (14) drafted the motion for final approval. \u00b667.\n\nAccordingly, this was a complex matter.\n\n Similarly, the magnitude of the Action is unquestionable. Millions of dollars of damages\n\nwere at stake, and the case required considerable skill and resources to litigate. As such, the\n\nmagnitude and complexity of the litigation support the requested fee. See City of Providence v.\n\nAeropostale, Inc., No. 11 CIV. 7132 CM GWG, 2014 WL 1883494, at *16 (S.D.N.Y. May 9,\n\n2014), aff'd sub nom. Arbuthnot v. Pierson, 607 F. App'x 73 (2d Cir. 2015) (\u201c[T]he complex and\n\nmultifaceted subject matter involved in a securities class action such as this supports the fee\n\nrequest.\u201d).\n\n 4. The Quality of Representation Supports the Requested Fee\n\n Lead Counsel respectfully submits that the quality of representation the Settlement Class\n\nreceived is best evidenced by the result obtained. See, e.g., Global Crossing, 225 F.R.D. at 467\n\n(\u201cThe quality of Securities Lead Counsel\u2019s representation is evidenced by the recovery obtained\n\nfor the Securities Class . . . .\u201d); Veeco, 2007 WL 4115808, at *7 (\u201cthe quality of the representation\n\nof Plaintiffs\u2019 Counsel is best evidenced by the result.\u201d). Here, the proposed Settlement provides an\n\nimmediate cash payment of four million seven hundred and fifty thousand ($4.75 million) in cash\n\nand the US dollar value of 25 Bitcoins14, for the benefit of the Settlement Class. Based on a\n\n\n14\n Per the Stipulation, \u00b66, Stronghold is required make the cash value of bitcoin payments\naccording to the following schedule: the US dollar value of 25 Bitcoins according to the following\nschedule: (1) the US dollar value of one Bitcoin on the third business day of the month following\nPreliminary Approval, (2) the US dollar value of one Bitcoin on the third business day of every\nmonth for each of the twenty-two months immediately following the first Bitcoin payment, (3) on\nthe third business day of the 24th month following Preliminary Approval, the US dollar value of\n2 Bitcoins. Stronghold has made the February and March payments as required in the stipulation.\nDue to the timing of the holidays, Stronghold was delayed in making the January 2025 payment.\nThe parties have conferred on this matter and Stronghold has assured Plaintiffs they anticipating\nmaking the January payment by next week, and in any event no later than April 3, 2025. On\n\n\n 18\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 27 of 34\n\n\n\n\n$86.638.78 valuation of Bitcoin, this represents a $6,915,969.50 recovery. This is a highly\n\nfavorable result in light of the significant risks of continued litigation. Plaintiff\u2019s damages expert\n\nestimated a maximum of $97 million recoverable in statutory damages, and $54.3 million\n\nassuming Plaintiffs can only recover on statistically significant drops related to the misstatements.\n\nThe Settlement therefore offers a recovery of more than 7.1%15 of the maximum statutory\n\ndamages, and 12.7% of damages only using statistically significant drops. According to\n\nCornerstone Research, the median recovery in cases alleging Section 11 claims was approximately\n\n7.5% of statutory damages between 2014 and 2023.16 The result looks even more favorable when\n\none considers, as discussed in the previous section, that Defendants will argue that the absolute\n\nmaximum statutory damages still available in this case is actually approximately $5.5 million. The\n\nSettlement represents a recovery of more than 100% of those damages. The recovery here is well\n\nabove recoveries courts have declared reasonable. See Grinnell, 495 F.2d at 455 n.2 (\u201c[T]here is\n\nno reason . . . why a satisfactory settlement could not amount to a hundredth or even a thousandth\n\npart of a single percent of the potential recovery.\u201d); Morris v. Affinity Health Plan, Inc., 859 F.\n\nSupp. 2d 611, 621 (S.D.N.Y. 2012) (\u201cIt is well-settled that a cash settlement amounting to only a\n\nfraction of the potential recovery will not per se render the settlement inadequate or unfair\u201d);\n\nCagan v. Anchor Sav. Bank FSB, 1990 WL 73423, at *12\u201313 (E.D.N.Y. May 22, 1990) (approving\n\n\n\n\nFebruary 27, 2025, Stronghold announced that its shareholders approved a merger with the larger\nbitcoin mining company Bitfarms Ltd., which trades under Nasdaq and the Toronto Stock\nExchange under the symbol TSX. Stronghold\u2019s merger with a larger Bitcoin mining company\nensures its financial stability and therefore its ability to continue to make payments required under\nthe Stipulation.\n15\n The Motion for Preliminary Approval inadvertently stated that the recovery was 8.2% of\nmaximum recoverable damages due to a calculation error.\n16\n Cornerstone Research: Securities Class Action Settlements, 2023 Review and Analysis\navailable at https://www.cornerstone.com/wp-content/uploads/2024/03/Securities-Class-Action-\nSettlements-2023-Review-and-Analysis.pdf\n\n\n 19\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 28 of 34\n\n\n\n\n$2.3 million class settlement over objections that the \u201cbest possible recovery would be\n\napproximately $121 million.\u201d).\n\n This result is even more impressive when juxtaposed against the significant hurdles Lead\n\nPlaintiff would need to overcome in order to prevail in this complex securities fraud litigation and\n\nthe limited funds available to settle the case. See EVCI, 2007 WL 2230177, at *17 (\u201cGiven the\n\nCompany\u2019s limited financial wherewithal and the wasting nature of its insurance policies, Lead\n\nCounsel maximized the Class\u2019s recovery.\u201d).\n\n Additionally, the quality of Lead Counsel\u2019s efforts and commitment to providing the\n\nSettlement Class with the best possible representation, together with their substantial experience\n\nin securities class actions provided leverage necessary to negotiate the Settlement. See Ex. 4-A\n\n(Rosen Law resume). Courts around the country have recognized the quality of Rosen Law\u2019s\n\nwork, showing that Rosen Law understands the intricacies inherent in litigating actions against\n\nsuch defendants. See Christine Asia Co. v. Yun Ma, 2019 WL 5257534, at *19 (S.D.N.Y. Oct. 16,\n\n2019) (In considering approval of the $250 million securities settlement against Chinese company\n\nAlibaba, the Court stated that \u201c[t]he quality of representation by [Rosen Law] and Defendants\u2019\n\ncounsel was high in this case . . .\u201d); In re Fuwei Films Sec. Litig., 247 F.R.D. 432, 429 (S.D.N.Y.\n\n2008) (holding that \u201c[T]he Rosen Law firm is well-qualified to serve as lead counsel\u201d); Knox v.\n\nYingli Green Energy Holding Co. Ltd., 136 F. Supp. 3d 1159, 1165 (C.D. Cal. 2015) (holding that\n\n\u201c[t]he Rosen Law Firm is \u2018highly qualified [and] experienced\u2019 in securities class actions\u201d);\n\nBensley v. FalconStor Software, Inc., 277 F.R.D. 231, 242 (E.D.N.Y. 2011) (\u201cthe Rosen Law Firm\n\nis well-qualified to serve as lead counsel in this matter\u201d); Mikhlin v. Oasmia Pharm. AB, 2021 WL\n\n1259559, at *4 (E.D.N.Y. Jan. 6, 2021) (\u201cThe Rosen Law Firm, P.A . . . [is] capable and\n\nexperienced in class litigation.\u201d). Moreover, Mr. Danilow recognized that \u201call sides litigated the\n\n\n\n\n 20\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 29 of 34\n\n\n\n\naction in a vigorous, professional, and thorough manner. It was also clear to me that both sides\n\nwere well-prepared and fully capable of proceeding to a judicial resolution if a settlement could\n\nnot be achieved.\u201d Ex. 1, (Danilow Decl.) at \u00b613. Thus, Lead Counsel\u2019s experience and reputation\n\ncontributed to this successful resolution.\n\n The quality of the opposition faced by Lead Counsel should also be taken into account.\n\nSee, e.g., Veeco, 2007 WL 4115808, at *7 (fee award supported by fact that defendants were\n\nrepresented by \u201cone of the country\u2019s largest law firms\u201d); In re Adelphia Commc\u2019ns Corp. Sec. &\n\nDeriv. Litig., 2006 WL 3378705, at *3 (S.D.N.Y. Nov. 16, 2006) (\u201cThe fact that the settlements\n\nwere obtained from defendants represented by \u2018formidable opposing counsel from some of the\n\nbest defense firms in the country\u2019 also evidences the high quality of lead counsels\u2019 work.\u201d), aff\u2019d,\n\n272 F. App\u2019x 9 (2d Cir. 2008). Here, Defendants were vigorously represented by highly skilled\n\nsecurities practitioners from Tannenbaum Helpern Syracuse, & Hirschritt LLP, Willkie Farr &\n\nGallagher LLP, and Faegre Drinker Biddle & Reath LLP. \u00b681. Notwithstanding this capable\n\nopposition, Lead Counsel obtained an extremely favorable Settlement. Consequently, this factor\n\nmilitates in favor of the requested fee.\n\n 5. The Requested Fee in Relation to the Settlement Amount\n\n Courts have interpreted this factor as requiring the review of the fee requested in terms of\n\nthe percentage it represents of the total recovery. \u201cWhen determining whether a fee request is\n\nreasonable in relation to a settlement amount, \u2018the court compares the fee application to fees\n\nawarded in similar securities class-action settlements of comparable value.\u2019\u201d Comverse, 2010 WL\n\n2653354, at *3. As discussed in detail in Section III.C.1, supra, the requested one-third fee is\n\nconsistent with percentage fees that courts in the Second Circuit have awarded in comparable\n\ncomplex cases. Accordingly, the requested fee is reasonable in relation to the Settlement.\n\n\n\n\n 21\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 30 of 34\n\n\n\n\n 6. Public Policy Considerations Support the Requested Fee\n\n \u201cIn considering an award of attorney\u2019s fees, the public policy of vigorously enforcing the\n\nfederal securities laws must be considered.\u201d Maley, 186 F. Supp. 2d at 373. This is because private\n\nactions such as this one serve to further the objective of the federal securities laws to protect\n\ninvestors. \u201c[The Supreme] Court has long recognized that meritorious private actions to enforce\n\nfederal antifraud securities laws are an essential supplement to criminal prosecutions and civil\n\nenforcement actions brought, respectively, by the Department of Justice and the Securities and\n\nExchange Commission.\u201d Tellabs, Inc. v. Makor Issues & Rts., Ltd., 551 U.S. 308, 313, 127 S. Ct.\n\n2499, 168 L. Ed. 2d 179 (2007). If the \u201cimportant public policy [of enforcing the securities laws]\n\nis to be carried out, the courts should award fees which will adequately compensate Lead Counsel\n\nfor the value of their efforts, taking into account the enormous risks they undertook.\u201d Flag\n\nTelecom, 2010 WL 4537550, at *29. As a practical matter, \u201c[l]awsuits such as this one can only\n\nbe maintained if competent counsel can be retained to prosecute them. This will occur if courts\n\naward reasonable and adequate compensation for such services where successful results are\n\nachieved.\u201d City of Providence, 2014 WL 1883494, at *18; see also In re China Sunergy Sec. Litig.,\n\n2011 WL 1899715, at *6 (S.D.N.Y. May 13, 2011) (\u201cThe Court finds that public policy supports\n\ngranting attorneys\u2019 fees \u2018that are sufficient to encourage plaintiffs\u2019 counsel to bring securities class\n\nactions that supplement the efforts of the SEC.\u2019\u201d).\n\n E. Lead Counsel\u2019s Expenses are Reasonable and Were Necessarily Incurred to\n Achieve the Benefit Obtained\n\n Lead Counsel also request reimbursement of $122,022.28 in expenses incurred while\n\nprosecuting the Action. Flag Telecom, 2010 WL 4537550, at *30 (\u201cIt is well accepted that counsel\n\nwho create a common fund are entitled to the reimbursement of expenses that they advanced to a\n\nclass\u201d); In re Indep. Energy Holdings PLC Sec. Litig., 302 F. Supp. 2d 180, 183 n.3 (S.D.N.Y.\n\n\n\n\n 22\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 31 of 34\n\n\n\n\n2003) (\u201cAttorneys may be compensated for reasonable out-of-pocket expenses incurred and\n\ncustomarily charged to their clients, as long as they were \u2018incidental and necessary to the\n\nrepresentation\u2019 of those clients.\u201d). The expenses were incurred for professional services rendered\n\nby Lead Plaintiff\u2019s damages experts and investigators, costs of mediation, legal and factual\n\nresearch, service of process, and other expenses incurred in the course of the litigation. \u00b6\u00b688-91.\n\nThese expenses were critical to Lead Plaintiff\u2019s success in achieving the proposed Settlement, are\n\nreasonable in amount, and are customary and necessary expenses for a complex securities action.\n\nAs such, they should be reimbursed. See Flag Telecom, 2010 WL 4537550, at *30; Global\n\nCrossing, 225 F.R.D. at 468 (\u201cThe expenses incurred \u2013 which include investigative and expert\n\nwitnesses, filing fees, service of process, travel, legal research and document production and\n\nreview \u2013 are the type for which \u2018the paying, arms\u2019 length market\u2019 reimburses attorneys. For this\n\nreason, they are properly chargeable to the Settlement fund.\u201d). Additionally, the amount requested\n\nis below the $250,000, limit disclosed in the Long Notice. \u00b689; Ex. 2-B (Long Notice).\n\n F. Lead Plaintiff Should be Awarded His Reasonable Costs and Expenses Under\n 15 U.S.C. \u00a7 78u-4(a)(4)\n\n In connection with their request for reimbursement of litigation expenses, Lead Counsel\n\nalso respectfully request an award of $10,000 to Lead Plaintiff for its time spent prosecuting the\n\nAction. The PSLRA specifically provides that an \u201caward of reasonable costs and expenses\n\n(including lost wages) directly relating to the representation of the class\u201d may be made to \u201cany\n\nrepresentative party serving on behalf of a class.\u201d 15 U.S.C. \u00a7 78u-4(a)(4).\n\n As detailed in the Declaration of Allegheny County Employees Retirement System\n\n(\u201cACERS Decl.\u201d), attached as Exhibit 3 to the Stern Decl., Lead Plaintiff spent over 20 hours\n\ndevoted to the Action. ACERS Decl., \u00b6\u00b62, 9. As the Lead Plaintiff, it took an active role in the\n\nlitigation by, among other things: (a) initiating this Action and moving to be appointed as Lead\n\n\n\n 23\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 32 of 34\n\n\n\n\nPlaintiff; (b) regularly communicating with his attorneys regarding the posture and progress of the\n\ncase, as well as strategy; (c) conducting its own research and investigation and providing and\n\ndiscussing it findings with this attorneys; (d) producing documents to it attorneys; (e) reviewing\n\nall significant pleadings and memoranda; (f) consulting with its attorneys regarding the settlement\n\nnegotiations; and (g) evaluating and approving the proposed Settlement. Id. at \u00b64. These are\n\n\u201cprecisely the types of activities that support awarding reimbursement of expenses to class\n\nrepresentatives.\u201d Marsh & McLennan, 2009 WL 5178546, at *21.\n\n Consequently, Lead Counsel respectfully requests that the Court grant Lead Plaintiff\u2019s\n\nrequests for reimbursement of his \u201creasonable costs and expenses incurred in managing this\n\nlitigation and representing the Class.\u201d Marsh & McLennan, 2009 WL 5178546, at *21 (approving\n\n$215,000 total award to two lead plaintiffs); In re Bank of Am. Corp. Sec., Derivative, & Emp. Ret.\n\nIncome Sec. Act (ERISA) Litig., 772 F.3d 125, 132 (2d Cir. 2014) (affirming award of\n\napproximately $453,000 to representative plaintiffs); In re Qudian Inc. Sec. Litig., 2021 WL\n\n2328437, at *2 (S.D.N.Y. June 8, 2021) (awarding lead plaintiff $25,000, and class representative\n\n$12,500, for \u201creasonable costs and expenses directly related to [their] representation of the Class\u201d);\n\nVeeco, 2007 WL 4115808, at *12 (awarding lead plaintiff approximately $15,900 of $5.5 million\n\nsettlement for time spent supervising litigation, and characterizing such awards as \u201croutine\u201d in this\n\nCircuit); In re Signet Jewelers Limited Sec. Litig., 2020 WL 4196468, at *24 (S.D.N.Y. July 21,\n\n2020) (collecting cases and awarding $25,410 to lead plaintiff); Anwar, 2012 WL 1981505, at *3\n\n(awarding $25,000 in total to two lead plaintiffs). Accordingly, the request of the Award to Lead\n\nPlaintiff is reasonable.\n\nIV. CONCLUSION\n\n For the foregoing reasons, Lead Plaintiff respectfully requests that the Court: (a) award\n\n\n\n\n 24\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 33 of 34\n\n\n\n\nLead Counsel their reasonable attorneys\u2019 fees in the total amount of one-third of the Settlement\n\nAmount, plus interest; (b) reimburse Lead Counsel for expenses and costs in the amount of\n\n$122,022.28, plus interest; and (c) reimburse Lead Plaintiff for its time spent on the Action in the\n\namount of $10,000.\n\n\n\nDated: March 7, 2025 Respectfully submitted,\n\n THE ROSEN LAW FIRM, P.A.\n\n\n /s/ Jonathan Stern\n Laurence Rosen\n Jonathan Stern\n Phillip C. Kim\n The Rosen Law Firm, P.A.\n 275 Madison Avenue, 40th Fl.\n New York, New York 10016\n\n Counsel for Plaintiff and the Settlement Class\n\n\n\n\n 25\n\f Case 1:22-cv-03088-RA-GS Document 130 Filed 03/07/25 Page 34 of 34\n\n\n\n\n CERTIFICATE OF WORD COUNT PURSUANT TO LR 7.1(c)\n\n I, Jonathan Stern, certify that the foregoing Memorandum of Law in Support of Plaintiffs\u2019\n\nMotion for Fees and Expenses complies with LR 7.1(c). I further certify that the above referenced\n\nmemorandum contains 8,015 words.\n\n /s/ Jonathan Stern\n Jonathan Stern\n\n\n\n\n 26\n\f","ocr_status":2,"date_upload":"2026-06-24T22:16:38.481257-07:00","document_number":"130","attachment_number":null,"pacer_doc_id":"127037111755","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memorandum of Law in Support of Motion","acms_document_guid":""}],"date_created":"2025-03-07T19:10:00.077404-08:00","date_modified":"2025-09-26T11:28:09.922711-07:00","date_filed":"2025-03-07","time_filed":"21:36:55","entry_number":130,"recap_sequence_number":"2025-03-07.004","pacer_sequence_number":474,"description":"MEMORANDUM OF LAW in Support re: 129 MOTION for Attorney Fees . . Document filed by Allegheny County Employees Retirement System..(Stern, Jonathan) (Entered: 03/07/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/418677385/","id":418677385,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/432489385/","id":432489385,"tags":[],"absolute_url":"/docket/63237038/131/winter-v-stronghold-digital-mining-inc/","date_created":"2025-03-07T19:09:59.807970-08:00","date_modified":"2026-06-25T07:44:25.664591-07:00","sha1":"da27bf72361996aff88c7348ed7895bf50e235b1","page_count":29,"file_size":374397,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 1 of 29\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nMARK WINTER, Individually and on Behalf of\nAll Others Similarly Situated, Case No. 1:22-cv-03088-RA\n\n Plaintiff,\n\nv.\n\nSTRONGHOLD DIGITAL MINING, INC.,\nGREGORY A. BEARD, RICARDO R. A\nLARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\nSECURITIES, INC., COWEN AND COMPANY,\nLLC, TUDOR, PICKERING, HOLT & CO.\nSECURITIES, LLC, D.A. DAVIDSON & CO.,\nCOMPASS POINT RESEARCH & TRADING,\nLLC, and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n\nDECLARATION OF JONATHAN STERN IN SUPPORT OF THE MOTIONS FOR: (I)\n FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND PLAN OF\nALLOCATION; AND (II) AN AWARD OF ATTORNEYS\u2019 FEES, REIMBURSEMENT\n OF LITIGATION EXPENSES, AND AWARD TO LEAD PLAINTIFF\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 2 of 29\n\n\n\n\n TABLE OF EXHIBITS TO DECLARATION\n\nEXHIBIT TITLE\n\n 1 Declaration of Greg Danilow\n\n Declaration of Sarah Evans Concerning: (A) Mailing of the Notice and Claim\n 2 Form; (B) Publication of the Summary Notice; and (C) Report on Requests for\n Exclusion and Objections\n\n 3 Declaration of Lead Plaintiff Allegheny County Employees Retirement System\n\n Declaration of Jonathan Stern on Behalf of The Rosen Law Firm, P.A.\n 4\n Concerning Attorneys\u2019 Fees and Expenses\n\n Declaration of Shannon Hopkins on behalf of Levi & Korsinsky, LLP\n 5\n Concerning Attorneys\u2019 Fees and Expenses\n\n\n\n\n i\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 3 of 29\n\n\n\n\n I, Jonathan Stern, declare under penalty of perjury, pursuant to 28 U.S.C. \u00a71746, as follows:\n\n 1. I am a Partner at The Rosen Law Firm, P.A. (\u201cRosen Law\u201d), Court-appointed Lead\n\nCounsel for Lead Plaintiff Allegheny County Employees Retirement System (\u201cLead Plaintiff\u201d or\n\n\u201cACERS\u201d). I conducted the day-to-day activities in the Action.1 I am familiar with the proceedings\n\nin this litigation, and I have personal knowledge of the matters set forth herein based upon\n\nparticipating in all aspects of the Action.\n\n 2. I respectfully submit this declaration, together with the attached exhibits, in support\n\nof Lead Plaintiff\u2019s Motions for: (I) Final Approval of Class Action Settlement and Plan of\n\nAllocation; and (II) an Award of Attorneys\u2019 Fees, Reimbursement of Expenses, and Award to Lead\n\nPlaintiff. As set forth in the Memorandum of Law in Support of Lead Plaintiff\u2019s Motion for Final\n\nApproval of Class Action Settlement and Plan of Allocation (\u201cFinal Approval Memorandum\u201d),\n\nLead Plaintiff seeks final approval of the four million seven hundred and fifty thousand ($4.75\n\nmillion) and the US dollar value of 25 Bitcoins Settlement for the benefit of the Settlement Class,\n\nas well as final approval of the proposed Plan of Allocation of the Net Settlement Fund to eligible\n\nSettlement Class Members.2\n\n\n1\n Capitalized terms not otherwise defined herein have the meanings given to them in the Stipulation\nof Settlement (the \u201cStipulation\u201d) dated November 8, 2024 (Dkt. No. 121), or the Amended\nComplaint (Dkt. No. 51).\n2\n The Settlement Class is defined as \u201call persons and entities who or which purchased or otherwise\nacquired Stronghold\u2019s Class A common stock on or before December 20, 2021, pursuant and/or\ntraceable to the Offering Documents issued in connection with the Class A common stock initial\npublic offering in October 2021 and were damaged thereby. Excluded from the Settlement Class\nare: (i) Defendants; (ii) Immediate Families of the Individual Defendants; (iii) any person who\nwas an officer, director, or control person of Stronghold and the Underwriter Defendants, (at all\nrelevant times, and members of their Immediate Families); (iv) Stronghold\u2019s employee retirement\nand/or benefit plan(s) and their participants and/or beneficiaries to the extent they purchased or\nacquired Stronghold\u2019s Class A common stock through any such plan(s); (v) any entity in which\nany Defendant has or had a Controlling Interest; and (vi) the legal representatives, heirs,\nsuccessors, or assigns of any such excluded person or entity. Also excluded from the Settlement\n\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 4 of 29\n\n\n\n\n 3. As set forth in the Memorandum of Law in Support of the Motion for an Award of\n\nAttorneys\u2019 Fees, Reimbursement of Litigation Expenses, and Award to Lead Plaintiff (\u201cFee\n\nMemorandum\u201d), Lead Counsel seeks an award of attorneys\u2019 fees in the amount of one-third of the\n\nSettlement Fund (which, by definition, includes interest accrued thereon), reimbursement of\n\nlitigation expenses of $122,022.28, plus interest; and an award to Lead Plaintiff not to exceed\n\n$10,000 pursuant to the Private Securities Litigation Reform Act of 1995 (\u201cPSLRA\u201d), for the time\n\ndevoted to its representation of the Settlement Class.\n\n 4. The Court preliminarily approved the proposed Settlement by Order dated\n\nDecember 16, 2024 (the \u201cPreliminary Approval Order\u201d) and thereby directed notice of the\n\nSettlement to be disseminated to the Settlement Class. Pursuant to the Preliminary Approval\n\nOrder, Strategic Claims Services (\u201cSCS\u201d), the Court-approved Claims Administrator,\n\nimplemented a comprehensive notice program under Lead Counsel\u2019s direction, whereby notice\n\nwas given to potential Settlement Class Members by mail and/or email and by publication.\n\n 5. In total, SCS notified 51,500 potential Settlement Class Members about the\n\nSettlement either by mailed Postcard Notice or emailed links to the Long Notice and Claim Form.\n\nTo date, no requests for exclusion and no objections have been received.\n\nI. INTRODUCTION\n\n 6. The Action asserts claims pursuant to Sections 11 and 15 of the Securities Act of\n\n1933 (\u201cSecurities Act\u201d), against Stronghold Digital Mining, Inc. (\u201cStronghold\u201d or the\n\n\u201cCompany\u201d), Gregory A. Beard, William B. Spence (together with Stronghold, the \u201cStronghold\n\nDefendants\u201d), B. Riley Securities, Inc., Cowen and Company, LLC, Tudor, Pickering, Holt & Co.\n\n\n\nClass will be any Persons who or which exclude themselves from the Settlement Class by\nsubmitting a timely and valid request for exclusion that is accepted by the Court. However, any\nInvestment Vehicle will not be excluded from the Settlement Class.\u201d Stipulation \u00b61.ll.\n 2\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 5 of 29\n\n\n\n\nSecurities, LLC, D.A. Davidson & Co., Compass Point Research & Trading, LLC, and Northland\n\nSecurities, Inc. (collectively, the \u201cUnderwriter Defendants\u201d), and Ricardo R. A. Larroud\u00e9,\n\n(together with the Underwriter Defendants and Stronghold Defendants, the \u201cSettling Defendants\u201d).\n\n 7. The proposed Settlement provides for the resolution of all claims against\n\nDefendants in exchange for four million seven hundred and fifty thousand ($4.75 million) in cash\n\nand the US dollar value of 25 Bitcoins (the \u201cSettlement Amount\u201d). As detailed herein, Lead\n\nPlaintiff and Lead Counsel submit that the proposed Settlement represents a highly favorable result\n\nfor the Settlement Class considering the risks of continued litigation and the risks that Defendants\n\nwill be unable to pay any judgment and that Lead Plaintiff will not be able to enforce a judgment.\n\n 8. The Settlement was negotiated by experienced counsel, who were well aware of the\n\nstrengths and weaknesses of the case, including the ability to pay and judgment enforcement\n\nissues.\n\n 9. Lead Counsel\u2019s efforts in the litigation included, among other things:\n\n \uf0b7 a comprehensive investigation that involved, among other things, a review of\n publicly available information regarding the Company;\n \uf0b7 engaging a damages and causation expert;\n \uf0b7 defeating, in part, the Underwriter and Stronghold Motions to Dismiss;\n \uf0b7 commencing in discovery, including the review of more than 10,000 pages of\n documents;\n \uf0b7 drafted and served document requests on Defendants and met and conferred\n multiple times with Defense Counsel about their responses and objections to those\n document requests;\n \uf0b7 negotiated a protective order with Defense Counsel;\n \uf0b7 drafted an Electronically Stored Information (\u201cESI\u201d) Protocol and met and\n conferred with Defense Counsel about it multiple times;\n \uf0b7 preparing the Class Certification Motion;\n \uf0b7 engaging in arm\u2019s-length negotiations between experienced counsel with the\n assistance of a well-respected Mediator.\n\n\n\n 3\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 6 of 29\n\n\n\n\n \uf0b7 drafted and negotiated a settlement term sheet, the Stipulation (including the\n exhibits thereto), and Supplemental Agreement with Defendants;\n \uf0b7 worked with a damages expert to craft a plan of allocation that treats Lead Plaintiff\n and all other members of the proposed Settlement Class fairly;\n \uf0b7 drafted the preliminary approval motion;\n \uf0b7 oversaw the implementation of the notice process to Settlement Class Members;\n and\n \uf0b7 drafted the motion for final approval.\n\n 10. Lead Plaintiff entered into the proposed Settlement only after performing all of the\n\nabove work, and engaging in a full-day mediation that informed it and Lead Counsel as to the\n\nstrengths and weaknesses of the case. The Settlement is, therefore, the result of arm\u2019s length\n\nnegotiations between and among well-informed, highly experienced counsel.\n\n 11. Based on the foregoing efforts, Lead Plaintiff and Lead Counsel believe the\n\nSettlement represents a favorable outcome for the Settlement Class and is in the best interests of\n\nits members. For all the reasons set forth herein and in the accompanying memoranda and\n\ndeclarations, Lead Plaintiff and Lead Counsel respectfully submit that the Settlement is \u201cfair,\n\nreasonable, and adequate\u201d in all respects, and that the Court should grant final approval pursuant\n\nto Rule 23(e) of the Federal Rules of Civil Procedure.\n\n 12. In addition, Lead Plaintiff seeks approval of the proposed Plan of Allocation as fair\n\nand reasonable. As discussed in further detail below, Lead Counsel developed the Plan of\n\nAllocation with the assistance of Lead Plaintiff\u2019s damages consultant. The Plan of Allocation\n\nprovides for the distribution of the Net Settlement Fund to each Authorized Claimant on a pro rata\n\nbasis based on their Recognized Loss amounts, and similar plans have been repeatedly approved\n\nby the courts.\n\n 13. Finally, Lead Plaintiff seeks approval of Lead Counsel\u2019s request for attorneys\u2019 fees,\n\nreimbursement of litigation expenses, and Award to Lead Plaintiff. As discussed in detail in the\n\n\n 4\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 7 of 29\n\n\n\n\naccompanying Fee Memorandum, the requested one-third fee is well within the range of\n\npercentage awards granted by courts in this Circuit in comparable securities class actions.\n\nAdditionally, the fairness and reasonableness of the request is confirmed by a lodestar cross-check,\n\nand warranted in light of the extent and quality of the work performed and the substantial result\n\nachieved. Likewise, the requested out-of-pocket litigation costs of $122,022.28 is also fair and\n\nreasonable. Accordingly, for the reasons set forth in the Fee Memorandum and for the additional\n\nreasons set forth herein, Lead Counsel respectfully submits that the request for attorneys\u2019 fees and\n\nreimbursement of Litigation Expenses should be approved.\n\nII. PROSECUTION OF THE ACTION\n\n A. Factual Background\n\n 14. Lead Plaintiff alleges that Defendants violated the federal securities laws by\n\nmaking false and misleading statements about Stronghold\u2019s risks, as it knew that its largest\n\nsupplier, would not be able to fulfill their orders. Stronghold IPO Offering Documents.\n\n B. Procedural Background.\n\n 15. On July 27, 2021, the Company filed with the SEC its first registration statement\n\nto sell shares of the Company in its Initial Public Offering (\u201cIPO\u201d). After several amendments to\n\nthis registration statement (Registration No. 333-258188), on October 19, 2021, the Company filed\n\nwith the SEC its final amendment to the Registration Statement, which the SEC declared effective\n\nthat same day.\n\n 16. On October 21, 2021, Stronghold filed its prospectus on Form 424B4 with the SEC,\n\nwhich forms part of the Registration Statement. In the IPO, the Company sold 7,690,400 shares of\n\nClass A common stock at a price of $19.00 per share. The Company received net proceeds of\n\napproximately $132.5 million from the IPO. The proceeds from the IPO were purportedly to be\n\n\n 5\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 8 of 29\n\n\n\n\ncontributed to Stronghold LLC in exchange for Stronghold LLC Units, and Stronghold LLC would\n\npurportedly use the net proceeds for general corporate purposes, including for acquisitions of\n\nminers and power generating assets.\n\n 17. On April 14, 2022, Mark Winter filed a shareholder action against Defendants,\n\nalleging violations of Section 11 and 15 of the Securities Act of 1933 (\u201cSecurities Act\u201d) relating\n\nto Stronghold\u2019s October 21, 2021 IPO. Dkt. No. 1. By Order dated August 4, 2022, the Court\n\nappointed Plaintiff and Gulzar Ahmed as Co-Lead Plaintiffs, (\u201cCo-Lead Plaintiffs\u201d) and\n\naccordingly, appointed The Rosen Law Firm, P.A. and Levi & Korsinsky, LLP as Co-Lead\n\nCounsel. Dkt. No. 41.\n\n 18. On October 18, 2022, Co-Lead Plaintiffs filed their Amended Complaint. Dkt. No.\n\n51.\n\n 19. On December 19, 2022 the Stronghold Defendants filed a Motion to Dismiss Co-\n\nLead Plaintiffs\u2019 Amended Complaint (\u201cStronghold MTD\u201d). This motion was joined by Defendant\n\nRicardo R. A. Larroud\u00e9, on December 19, 2022, Dkt. No. 57, and was fully briefed by March 20,\n\n2023. Dkt. Nos. 54. (Stronghold MTD), 65 (Co-Lead Plaintiffs\u2019 opposition), and 70 (Stronghold\n\nDefendants\u2019 Reply)3.\n\n 20. Parallel to this, on December 19, 2022, the Underwriter Defendants filed a separate\n\nMotion to Dismiss Co-Lead Plaintiffs\u2019 Amended Complaint (\u201cUnderwriter MTD\u201d), which was\n\nfully briefed on March 20, 2023. Dkt. Nos. 58 (Underwriter MTD), 67 (Co-Lead Plaintiffs\u2019\n\nopposition), and 71 (Underwriter Defendants\u2019 Reply).\n\n 21. On August 10, 2023, the Court ruled on both the Underwriter MTD and Stronghold\n\nMTD denying both Motions to Dismiss, except as to Plaintiff Gulzar Ahmed\u2019s Section 12(a)(2)\n\n\n\n3\n On March 20, 2023, Defendant Ricardo R. A. Larroud\u00e9 joined the Stronghold MTD Reply. Dkt. No. 72.\n\n 6\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 9 of 29\n\n\n\n\nclaims. Dkt. No. 77.\n\n 22. On September 8, 2023, the Court issued a Case Management Plan and Scheduling\n\nOrder directing that Co-Lead Plaintiffs\u2019 motion for class certification was to be filed no later than\n\nFebruary 19, 2024, that Defendants\u2019 opposition to certification was due no later than June 10,\n\n2024, and Co-Lead Plaintiffs\u2019 reply was due no later than August 19, 2024. Dkt. No. 87.\n\n 23. Settling Defendants joined the Action by filing their answers on October 9, 2024.\n\nDkt. Nos. 89 (Answer of Stronghold Defendants), 90 (Answer of Ricardo Larroud\u00e9), and 91\n\n(Answer of Underwriter Defendants.).\n\n 24. On January 16, 2024, Gulzar Ahmed filed a motion to withdraw as co-lead plaintiff\n\ndue to personal health issues. Dkt. No. 98. The Court granted the motion to withdraw on January\n\n19, 2024, leaving Plaintiff as the sole Lead Plaintiff in the action. Dkt. No. 99.\n\n 25. On February 19, 2024, Lead Plaintiff moved for class certification and\n\nAppointment of Class Representatives and Class Counsel. Dkt. No. 100. The class certification\n\nmotion was assigned to Magistrate Judge Gary Stein for a report and recommendation. Dkt. No.\n\n103. By Order dated June 17, 2024, the Stronghold Defendants stipulated and consented to the\n\nsubstitution of the law firm Tannenbaum Helpern Syracuse & Hirschtritt LLP as their sole\n\nattorneys of record in place of the law firm Vinson & Elkins.\n\n C. Settlement Negotiations and the Settlement\u2019s Preliminary Approval\n\n 26. Plaintiff, the Stronghold Defendants, the Underwriter Defendants, and Defendant\n\nRicardo R. A. Larroud\u00e9 engaged Greg Danilow (the \u201cMediator\u201d or \u201cDanilow\u201d) of Phillips ADR,\n\na well-respected and experienced mediator, to assist them in exploring a potential negotiated\n\nresolution of the claims against Defendants. On March 26, 2024, counsel for Plaintiff, Stronghold\n\nDefendants, the Underwriter Defendants, and Defendant Ricardo R. A. Larroud\u00e9, met with the\n\nMediator in an attempt to reach a settlement. The mediation involved an extended effort to settle\n 7\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 10 of 29\n\n\n\n\nthe claims and was preceded by the exchange of mediation statements and materials. While these\n\ndiscussions narrowed the differences between the parties, they did not result in a resolution of the\n\nAction.\n\n 27. Between March 26, 2024 and July 18, 2024, Plaintiff and Settling Defendants\n\ncontinued to negotiate at arm\u2019s-length, with the assistance of the Mediator, a resolution of the\n\nAction and conducted a second mediation on July 18, 2024. The parties have reached an agreement\n\nto settle all claims in the Action and had signed a confidential memorandum of understanding\n\nreflecting that agreement. Exhibit 1, Declaration of Greg Danilow (\u201cDanilow Decl\u201d), at \u00b613.\n\nAdditionally, Mr. Danilow concluded \u201cthat all sides litigated the action in a vigorous, professional,\n\nand thorough manner. It was also clear to me that both sides were well-prepared and fully capable\n\nof proceeding to a judicial resolution if a settlement could not be achieved.\u201d Id.\n\n 28. Shortly after that acceptance of the mediator\u2019s proposal, the parties negotiated and\n\nagreed to a term sheet.\n\n 29. Following additional negotiations, the Parties exchanged multiple drafts of\u2014and\n\nultimately executed\u2014the Stipulation and Lead Plaintiff filed its Unopposed Motion for Entry of\n\nOrder Preliminarily Approving Settlement and Establishing Notice Procedures (Dkt. Nos. 119-\n\n121).\n\n 30. On December 16, 2024, the Court entered the Preliminary Approval Order. (Dkt.\n\nNo. 125).\n\nIII. THE RISKS OF CONTINUED LITIGATION\n\n 31. The Settlement provides an immediate and certain benefit to the Settlement Class\n\nin the form of a payment of four million seven hundred and fifty thousand ($4.75 million) in cash\n\nand the US dollar value of 25 Bitcoins, calculated pursuant to the formula set forth in Paragraph 6\n\n\n 8\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 11 of 29\n\n\n\n\nof the Stipulation. As explained more fully below, there were significant risks that the Settlement\n\nClass might recover substantially less than the Settlement Amount\u2014or nothing at all\u2014if the case\n\nwere to proceed through additional litigation to a jury trial, followed by the inevitable appeals.\n\nPrior to trial and appeal, Lead Plaintiff faced significant litigation risks. In addition, there were\n\nconcerns related to Defendants\u2019 ability to pay and Lead Plaintiff\u2019s ability to enforce a judgment.\n\nThus, there was no guarantee that Lead Plaintiff and the Settlement Class would later achieve any\n\nrecovery, let alone one greater than the Settlement Amount.\n\n A. The Complexity, Expense and Duration of Litigation\n\n 32. In the absence of the Settlement, the Action would have required extensive fact and\n\nexpert discovery, as well as, litigating a class certification motion, summary judgment motions,\n\nand Daubert motions, followed by proving Lead Plaintiff\u2019s claims at trial, post-trial motions, and\n\nappeals.\n\n\n B. Risks to Proving Liability and Damages\n\n 33. Protracted litigation posed several risks for Stronghold investors. First, although\n\nthe Court denied the Motion to Dismiss against Plaintiff, Plaintiff would have faced significant\n\nhurdles in connection with ultimately proving falsity and materiality which is necessary for its\n\nSecurities Act claims. Moreover, Plaintiff would have to succeed on its pending Class Certification\n\nMotion and anticipated summary judgment motions. Indeed, Settling Defendants have not yet\n\nsubmitted their opposition to Plaintiff\u2019s Class Certification Motion.\n\n 34. Furthermore, even if Plaintiff overcomes the hurdles to establishing liability and to\n\nrecover funds from Settling Defendants, Plaintiff would have to convince a jury to accept their\n\ndamages calculation. Plaintiff\u2019s expert estimated that maximum damages are approximately $97\n\nmillion. However, this \u201cbest case\u201d scenario is subject to attack if Defendants were able to\n\n\n 9\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 12 of 29\n\n\n\n\ndisaggregate other confounding factors which may have impacted the stock declines or establish a\n\nnegative causation defense. In their Motions to Dismiss, Settling Defendants argue that before any\n\nalleged misrepresentation was revealed to the market, Stronghold\u2019s stock price had already\n\ndropped nearly 50% from its $19.00 IPO price due to reasons unrelated to this Action. In\n\ncontinuing to argue that Plaintiff was not damaged at all by the alleged misstatements, Defendants\n\nwould point to the fact that there was as increase in price two days after the initial November 30,\n\n2021 disclosure. In particular, Defendants would argue that after the disclosure Stronghold\u2019s stock\n\nincreased from $17.24/share to $19.79/share to support their negative causation argument.\n\n 35. Moreover, if damages were ultimately contested, both sides would have used\n\nexperts to support their respective positions. The inevitable \u201cbattle of the experts\u201d at class\n\ncertification, summary judgment, and trial creates substantial litigation risk because there can be\n\nno assurance as to which party\u2019s expert a jury will find more persuasive.\n\n\n C. Risks of Maintaining Class Status\n\n 36. If litigation were to continue, Defendants would have opposed class certification.\n\nWhile Lead Counsel believe that Rule 23\u2019s requirements would have been satisfied and a class\n\nwould be certified, Lead Plaintiff bears the burden of proof on class certification and Defendants\n\nwould have undoubtedly raised arguments challenging the propriety of class certification.\n\nMoreover, even if Lead Plaintiff successfully obtained class certification, Defendants could have\n\nsought permission from the Second Circuit to appeal any class certification order under Federal\n\nRule of Civil Procedure 23(f), further delaying or precluding any potential recovery. Additionally,\n\neven if the Court were to certify the class, there is always a risk that the class could be decertified\n\nat a later stage in the proceedings. Class certification was, by no means, a forgone conclusion.\n\n\n\n\n 10\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 13 of 29\n\n\n\n\n D. Other Risks, Including Trial and Appeals, and Ability to Collect a Judgment\n\n 37. Complex litigation, like this Action, is uncertain and success is never guaranteed.\n\nLead Plaintiff would have had to prevail at several stages of litigation, each of which would have\n\npresented significant risks in complex class actions such as this one. Lead Counsel knows from\n\nexperience that despite the most vigorous and competent efforts, success in complex litigation such\n\nas this case is never assured.\n\n 38. Even if Lead Plaintiff succeeded in proving all elements of its case at trial and\n\nobtained a jury verdict, Defendants would almost certainly have appealed. An appeal not only\n\nwould have renewed all the risks Lead Plaintiff faced\u2014as Defendants would have reasserted all\n\ntheir arguments summarized above\u2014but also would have resulted in significant additional delay.\n\nGiven these significant litigation risks, Lead Plaintiff and Lead Counsel believe that the Settlement\n\nrepresents a highly favorable result for the Settlement Class.\n\n 39. Accordingly, if the case was litigated and if Lead Plaintiff prevailed, it is likely that\n\nthe Settlement Class would have received less money than provided for in the Settlement. If a\n\nsettlement had not been reached, Defendants would have continued to use the D&O policy funds\n\nto mount their defense and this would have eroded the amount of funds available for investors.\n\n E. The Settlement is Reasonable in Light of the Maximum Potential Recovery\n\n 40. Even if liability were established, Plaintiff\u2019s expert has estimated class wide\n\nmaximum aggregate damages at $97 million or $5.5 million considering Defendants\u2019 negative\n\ncausation arguments. The Settlement, therefore, represents approximately 7.1% of the total\n\nmaximum recoverable damages or approximately a full recovery after considering Defendants\u2019\n\ndefenses. The recovery is, therefore, significantly above average. According to Cornerstone\n\nResearch, the median recovery in cases alleging Section 11 claims was approximately 7.5% of\n\n\n\n 11\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 14 of 29\n\n\n\n\nstatutory damages between 2014 and 2023. In light of these circumstances and all of the delay and\n\nuncertainty that would be inherent in continued litigation, the Settlement falls well within the range\n\nof possible recovery considered fair, reasonable and adequate. Exhibit 7 (Laarni T. Bulan and\n\nLaura E. Simmons, Securities Class Action Settlements: 2022 Review and Analysis (Cornerstone\n\nResearch 2023)) at 7-8.\n\n 41. Having evaluated the relative strengths and weaknesses of the Action in light of\n\nDefendants\u2019 arguments, and considering the very real risks presented by continued litigation, it is\n\nour informed judgment, based on all of the proceedings to date and our extensive experience in\n\nlitigating class actions under the federal securities laws, that the proposed Settlement is fair,\n\nreasonable, and adequate and in the Settlement Class\u2019s best interest.\n\nIV. LEAD PLAINTIFF\u2019S COMPLIANCE WITH THE COURT\u2019S PRELIMINARY\n APPROVAL ORDER REQUIRING ISSUANCE OF THE NOTICE\n\n 42. The Preliminary Approval Order directed that SCS, under Lead Counsel\u2019s\n\ndirection, to: (i) email links to the Long Notice and Claim Form on SCS\u2019s website to Settlement\n\nClass Members for whom SCS was able to obtain email addresses; (ii) mail the Postcard Notice to\n\nSettlement Class Members if no email address could be obtained identified with reasonable effort;\n\nand (iii) publish the Summary Notice.\n\n 43. The Court also set a deadline of March 21, 2025 (21 calendar days prior to the\n\nSettlement Hearing) for Settlement Class Members to submit objections to the Settlement, the Plan\n\nof Allocation, and/or the Fee Memorandum or to request exclusion from the Settlement Class, and\n\nscheduled the Settlement Hearing for April 11, 2025 at 2:00 p.m.\n\n 44. Contemporaneously with the dissemination of the notices, Lead Counsel instructed\n\nSCS to post downloadable copies of the Long Notice and Claim Form online at\n\nhttps://www.strategicclaims.net/Stronghold (the \u201cSettlement Website\u201d). The notices directed\n\n\n 12\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 15 of 29\n\n\n\n\nSettlement Class Members to the Settlement Website in order to obtain additional information on\n\nthe Settlement, including how to file a claim, request exclusion or object to the Settlement, and\n\naccess the Long Notice and Claim Form.\n\n 45. The Court-approved Long Notice disclosed, among other things, the following\n\ninformation to Settlement Class Members: (a) a summary of the Settlement, including the four\n\nmillion seven hundred and fifty thousand ($4.75 million) and the US dollar value of 25 Bitcoins,\n\nSettlement Amount; (b) the proposed Plan of Allocation; (c) that Lead Counsel would apply for\n\nan award of attorneys\u2019 fees in an amount not to exceed one-third of the Settlement Amount,\n\nreimbursement of litigation expenses in an amount not to exceed $250,000, plus interest, and; an\n\naward to Lead Plaintiff not to exceed $10,000; (d) that any Settlement Class Member could object\n\nto the requested attorneys\u2019 fees, reimbursement of the litigation expenses and Award to Lead\n\nPlaintiff; (e) an explanation of the reasons for the Settlement; (f) that requests for exclusion from\n\nthe Settlement must be submitted to the Claims Administrator no later than March 21, 2025; (g)\n\nthat objections to the Settlement, the Plan of Allocation, and/or the Fee Memorandum must be\n\nfiled with the Court and served on counsel no later than March 21, 2025; and (h) that the deadline\n\nfor submitting a Claim Form is April 4, 2025.\n\n 46. To disseminate notice, on January 8, 2025, SCS mailed a copy of the Postcard\n\nNotice to the organizations identified in the transfer agent records provided to Lead Counsel by\n\nStronghold\u2019s counsel. See Declaration of Sarah Evans Concerning: (A) Mailing of the Notice and\n\nClaim Form; (B) Publication of the Summary Notice; And (C) Report on Requests for Exclusion\n\nand Objections (\u201cEvans Decl.\u201d), attached hereto as Exhibit 2 at \u00b65, 7.\n\n 47. In addition, SCS maintains a proprietary database with names and addresses of the\n\nlargest banks, brokerage firms, institutions and other third-party nominees. On January 8, 2025,\n\n\n\n 13\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 16 of 29\n\n\n\n\nSCS caused a letter to be mailed or emailed to the 2449 nominees contained in the SCS master\n\nmailing list. Id. at \u00b65; Ex. 2-C (copy of the letter sent to nominees). The letter directed nominees\n\nto: (a) mail the Postcard Notice to their customers who may be beneficial purchasers/owners; (b)\n\nemail a direct link to the Long Notice and Claim Form supplied by SCS to their beneficial\n\npurchasers/owners; or (c) provide SCS with a list of the names, mailing addresses, and email\n\naddresses, if available, of such beneficial purchasers/owners so SCS could promptly mail the\n\nPostcard Notice or email links to the Long Notice and Claim Form directly to them. Id at \u00b65.\n\n 48. To date, SCS and nominees have mailed and emailed 51,500 copies of the Postcard\n\nNotice to potential Settlement Class Members. Id. at \u00b66.\n\n 49. On January 20, 2025 in accordance with the Preliminary Approval Order, SCS\n\ncaused the Summary Notice to be published once in Investor\u2019s Business Daily and to be transmitted\n\nover PR Newswire. See id. at \u00b611; Ex. 2-E (confirmations of publications).\n\n 50. Lead Counsel also caused SCS to establish the dedicated Settlement Website,\n\nwhich became operational on January 8, 2025, to provide potential Settlement Class Members with\n\ninformation concerning the Settlement, including exclusion, objection, and claim-filing deadlines\n\nfor the case; the online claim filing link; the date and time of the Settlement Hearing; and\n\ndownloadable versions of the Long Notice and Claim Form, as well as copies of the Stipulation\n\nand Preliminary Approval Order. Id. \u00b613.\n\n 51. SCS maintains a toll-free telephone number for potential Settlement Class\n\nMembers to call and obtain information about the Settlement and/or request a Long Notice and\n\nClaim Form. SCS promptly responds to each telephone inquiry and will continue to address\n\npotential Settlement Class Members\u2019 inquiries. Id. at \u00b611.\n\n\n\n\n 14\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 17 of 29\n\n\n\n\n 52. As set forth above, the Long Notice informed potential Settlement Class Members\n\nthat the deadline to file objections to the Settlement, the proposed Plan of Allocation and/or the\n\nFee Memorandum, or to request exclusion from the Settlement Class, is March 21, 2025. To date,\n\nno requests for exclusion have been received. Id. at \u00b6\u00b613-14. SCS will file a supplemental affidavit\n\nafter the March 21, 2025 deadline addressing whether any requests for exclusion have been\n\nreceived.\n\n 53. In addition, to date, no objections to the Settlement, the Plan of Allocation, and/or\n\nthe Fee Memorandum have been entered on this Court\u2019s docket or have otherwise been received\n\nby Lead Counsel. Lead Counsel will file reply papers by April 4, 2025 that will address any\n\nobjections that may be received.\n\nV. ALLOCATION OF THE NET PROCEEDS OF THE SETTLEMENT\n\n 54. Pursuant to the Preliminary Approval Order, and as set forth in the Long Notice, all\n\nSettlement Class Members who want to participate in the distribution of the Net Settlement Fund\n\n(i.e., the $4.75 million in cash and 25 Bitcoins, Settlement Amount, plus any and all interest earned\n\nthereon, less: (i) any Taxes; (ii) any Notice and Administration Costs; (iii) any litigation expenses\n\nawarded by the Court; and (iv) any attorneys\u2019 fees awarded by the Court) must submit a valid\n\nClaim Form with all required information either online or postmarked no later than April 4, 2025.\n\nThe Net Settlement Fund will be distributed among Authorized Claimants according to the\n\nproposed Plan of Allocation, subject to Court approval. See Dkt. No. 121-3 (Long Notice), at pp.\n\n26-32. As set forth in the Long Notice, the Net Settlement Fund will be distributed among\n\nSettlement Class Members according to the Plan of Allocation approved by the Court.\n\n 55. The proposed Plan of Allocation is detailed in the Long Notice. See Id. A\n\ndownloadable version of the Long Notice is posted online on the Settlement Website. If approved,\n\n\n\n 15\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 18 of 29\n\n\n\n\nthe Plan of Allocation will govern how the Net Settlement Fund will be distributed among\n\nAuthorized Claimants. The Plan of Allocation\u2019s objective is to distribute the Net Settlement Fund\n\nequitably to those Settlement Class Members who suffered economic losses as a result of the\n\nDefendants\u2019 wrongful conduct. See id.\n\n 56. The Plan of Allocation, developed by Lead Plaintiff\u2019s damages expert working in\n\nconjunction with Lead Counsel, is based on a theory of damages consistent with the securities\n\nclaims alleged, and reflects an assessment of the damages that Lead Plaintiff contends could have\n\nbeen recovered under theories of liability and damages asserted in the Action.\n\n 57. Under the Plan of Allocation, the Claims Administrator will calculate a Recognized\n\nLoss for each Settlement Class Member\u2019s purchases Stronghold Class A common stock the\n\nSettlement Class Member purchased or acquired on or before December 20, 2021, pursuant and/or\n\ntraceable to the Stronghold 2021 IPO.\n\n 58. Under the proposed Plan of Allocation, each Authorized Claimant will receive his,\n\nher, or its pro rata share of the Net Settlement \u2014 his, her, or its Recognized Loss divided by the\n\ntotal of Recognized Loss of all Authorized Claimants, multiplied by the total amount in the Net\n\nSettlement Fund and in accordance with each type of claim\u2019s allocation. (Dkt. No. 121-3) (Long\n\nNotice) at pp. 26-33.\n\n 59. An individual Claimant\u2019s recovery under the Plan of Allocation will depend on a\n\nnumber of factors, including how many Stronghold Class A common stocks the Claimant\n\npurchased and sold, when they purchased and sold the shares, the difference between the purchase\n\nprice of the Stronghold Class A common stocks and the price at which the Settlement Class\n\nMember sold them or their price on the date this suit was filed if the Settlement Class Member still\n\nheld them at that time, and the number of valid claims filed by other claimants.\n\n\n\n 16\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 19 of 29\n\n\n\n\n 60. If a Claimant has an overall market gain with respect to his, her, or its overall\n\ntransactions in Stronghold Class A common stock during the relevant period that Claimant will\n\nnot recovery any money from the Settlement Fund. Id.\n\n 61. If the prorated payment to be distributed to any Authorized Claimant is less than\n\n$10.00, no distribution will be made to that Authorized Claimant. Id. (Long Notice) at p. 28;\n\nStipulation \u00b66.6. Any prorated amounts of less than $10.00 will be included in the pool distributed\n\nto those Authorized Claimants whose prorated payments are $10.00 or greater. Id. In Lead\n\nCounsel\u2019s experience, processing and sending a check for less than $10.00 is cost-prohibitive.\n\n 62. In sum, the Plan of Allocation was designed to allocate the proceeds of the Net\n\nSettlement Fund among Settlement Class Members based on the losses they suffered on\n\ntransactions in Stronghold Class A common stock that were attributable to the wrongful conduct\n\nalleged in the Amended Complaint. Lead Counsel believes that the proposed Plan of Allocation\n\nwill result in a fair and equitable distribution of the Net Settlement Fund among Settlement Class\n\nMembers similar to the result if Lead Plaintiff prevailed at trial.\n\n 63. To date, no objections to the proposed Plan of Allocation have been received by\n\nLead Counsel, the Claims Administrator, or filed on the Court\u2019s docket. See Bravata Decl. at \u00b614.\n\nVI. LEAD COUNSEL\u2019S REQUEST FOR ATTORNEYS\u2019 FEES AND\n REIMBURSEMENT OF LITIGATION EXPENSES\n\n 64. In addition to seeking final approval of the Settlement and Plan of Allocation, Lead\n\nCounsel is applying for a fee award of one-third of the Class Action Settlement Amount (i.e.,\n\n$1,583,333.3 cash and 8.3 Bitcoin plus interest). Lead Counsel also request reimbursement of\n\nlitigation expenses from the Settlement Fund in the amount of $122,022.28. The requested\n\nlitigation expenses are well below the maximum expense amount of $250,000 forth in the Long\n\nNotice, Summary Notice, and Postcard Notice. The legal authorities supporting a one-third fee\n\n\n 17\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 20 of 29\n\n\n\n\naward are set forth in the accompanying Fee Memorandum, which is being filed\n\ncontemporaneously herewith. The primary factual bases for the requested fee and reimbursement\n\nof Litigation Expenses are summarized below.\n\n A. The Fee Application\n\n 65. Lead Counsel is applying for a percentage-of-the-common-fund fee as\n\ncompensation for the services they rendered on behalf of the Settlement Class. As set forth in the\n\naccompanying Fee Memorandum, the percentage method is the best method for determining a fair\n\nattorneys\u2019 fee award, because unlike the lodestar method, it aligns the lawyers\u2019 interest with that\n\nof the Settlement Class in achieving the maximum recovery. The lawyers are motivated to achieve\n\nmaximum recovery in the shortest amount of time required under the circumstances. This\n\nparadigm minimizes unnecessary drain on the Court\u2019s resources. Notably, the percentage-of-the-\n\nfund method has been recognized as appropriate by the Supreme Court and the Second Circuit for\n\ncases of this nature. Furthermore, as set forth below, though not required in the Second Circuit,\n\nLead Counsel also respectfully submits that the requested fee is fully supported by a \u201clodestar\n\nmultiplier cross-check.\u201d\n\n 66. Based on the quality of the result achieved, the extent and quality of the work\n\nperformed, the significant risks of the litigation, and the fully contingent nature of the\n\nrepresentation, Lead Counsel respectfully submits that the requested fee award is fair and\n\nreasonable and should be approved. As discussed in the Fee Memorandum, a one-third fee award\n\nis well within the range of percentages awarded in securities class actions with comparable\n\nsettlements in this Circuit.\n\n 1. The Favorable Outcome Achieved is the Result of the Significant Time\n and Labor That Lead Counsel Devoted to the Action\n\n 67. Lead Counsel spent considerable time prosecuting the Action on behalf of the\n\n\n 18\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 21 of 29\n\n\n\n\nSettlement Class. Among other things, Lead Counsel:\n\n \uf0b7 a comprehensive investigation that involved, among other things, a review of\n publicly available information regarding the Company;\n \uf0b7 engaging a damages and causation expert;\n \uf0b7 defeating, in part, the Underwriter and Stronghold Motions to Dismiss;\n \uf0b7 commencing in discovery, including the review of more than 10,000 pages of\n documents;\n \uf0b7 drafted and served document requests on Defendants and met and conferred\n multiple times with Defense Counsel about their responses and objections to those\n document requests;\n \uf0b7 negotiated a protective order with Defense Counsel;\n \uf0b7 drafted an ESI Protocol and met and conferred with Defense Counsel about it\n multiple times;\n \uf0b7 preparing the Class Certification Motion;\n \uf0b7 engaging in arm\u2019s-length negotiations between experienced counsel with the\n assistance of a well-respected Mediator.\n \uf0b7 drafted and negotiated a settlement term sheet, the Stipulation (including the\n exhibits thereto), and Supplemental Agreement with Defendants;\n \uf0b7 worked with a damages expert to craft a plan of allocation that treats Lead Plaintiff\n and all other members of the proposed Settlement Class fairly;\n \uf0b7 drafted the preliminary approval motion;\n \uf0b7 oversaw the implementation of the notice process to Settlement Class Members;\n and\n \uf0b7 drafted the motion for final approval.\n\n 68. Attached hereto as Exhibit 4 is the Declaration of Jonathan Stern on Behalf of The\n\nRosen Law Firm, P.A. Concerning Attorneys\u2019 Fees and Expenses (\u201cStern Fee Declaration\u201d).\n\nAttached as Exhibit 5 is the Declaration of Shannon Hopkins Concerning Attorneys\u2019 Fees and\n\nExpenses (\u201cHopkins Declaration\u201d). The Stern Fee Declaration includes a chart containing each\n\nRosen Law attorney\u2019s time on the Action. The Hopkins Declaration includes a chart containing\n\neach Levi & Korsinsky Attorney\u2019s time on the Action.\n\n\n\n\n 19\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 22 of 29\n\n\n\n\n 69. Rosen Law and Levi & Korsinsky expended 1,987.9 hours in the investigation and\n\nprosecution of the Action, resulting in a lodestar of $1,932,793.60. The requested fee amount of\n\none-third of the Settlement Fund. That fund equals $4,750,000 and one-third of the value of the 25\n\nBitcoins, valued at $90,545.92 as of March 6, 2025, for a total value of $7,013,648. A one third\n\nfee would amount to $2,337,882.66, and therefore represents a lodestar multiplier of\n\napproximately 1.2.\n\n 70. Moreover, Lead Counsel will continue to work towards effectuating the Settlement\n\nin the event the Court grants final approval. Among other things, Lead Counsel will continue\n\nworking with the Claims Administrator to resolve issues with Settlement Class Member\u2019s claims,\n\nwill respond to shareholder inquiries, will draft and file a motion for distribution, and will oversee\n\nthe distribution process. No additional compensation will be sought for this work.\n\n 71. As detailed above, throughout this litigation, Lead Counsel devoted substantial time\n\nto the prosecution of the Action. Lead Counsel maintained control of, and monitored the work\n\nperformed by, lawyers and other personnel on this case. Throughout the litigation, Lead Counsel\n\nmaintained an appropriate level of staffing that avoided unnecessary duplication of effort and\n\nensured the efficient prosecution of this litigation.\n\n 72. Lead Counsel\u2019s extensive efforts in the face of substantial risks and uncertainties\n\nhave resulted in a significant recovery for the benefit of the Settlement Class. In circumstances\n\nsuch as these, and in consideration of the hard work and the result achieved, we respectfully submit\n\nthat the requested fee is reasonable and should be approved.\n\n 2. The Magnitude and Complexity of the Action\n\n 73. As detailed in the Fee Memorandum, securities class action cases are known for\n\ntheir notorious complexity. This case was no different. To build and settle the case, Lead Counsel,\n\n\n\n 20\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 23 of 29\n\n\n\n\namong other things, needed to: (1) engage in a comprehensive investigation that involved, among\n\nother things, a review of publicly available information regarding the Company; (2) engage a\n\ndamages and causation expert; (3) defeat, in part, the Underwriter and Stronghold Motions to\n\nDismiss; (4) enage in discovery, including the review of more than 10,000 pages of documents;\n\n(5) draft and serve document requests on Defendants and met and conferred multiple times with\n\nDefense Counsel about their responses and objections to those document requests; (6) negotiated\n\na protective order with Defense Counsel; (7) draft an ESI Protocol and met and conferred with\n\nDefense Counsel about it multiple times; (8) prepare the Class Certification Motion; (9) engage in\n\narm\u2019s-length negotiations between experienced counsel with the assistance of a well-respected\n\nMediator; (10) draft and negotiat a settlement term sheet, the Stipulation (including the exhibits\n\nthereto), and Supplemental Agreement with Defendants; (11) work with a damages expert to craft\n\na plan of allocation that treats Lead Plaintiff and all other members of the proposed Settlement\n\nClass fairly; (12) draft the preliminary approval motion; (13) oversee the implementation of the\n\nnotice process to Settlement Class Members; and (14) draft the motion for final approval.\n\n 74. The Parties zealously advocated their positions throughout the litigation and\n\nmediation process and it took several months before the Parties reached complete agreement and\n\nexecuted the Stipulation.\n\n 3. The Significant Risks Borne By Lead Counsel\n\n 75. This prosecution was undertaken by Lead Counsel on an entirely contingent-fee\n\nbasis. From the outset, there was no guarantee that Lead Counsel would ever be compensated for\n\nthe substantial investment of time and money the case would require. In undertaking that\n\nresponsibility, Lead Counsel was obligated to ensure that sufficient resources were dedicated to\n\nthe prosecution of the Action, that funds were available to compensate attorneys and staff, and that\n\n\n\n 21\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 24 of 29\n\n\n\n\nthe considerable litigation costs required by a litigation like this one were covered. Upon Rosen\n\nLaw\u2019s involvement in the Action, it was unknown how long litigation would last. With an average\n\nlag time of many years for complex cases like this to conclude, the financial burden on contingent-\n\nfee counsel is far greater than on a firm that is paid on an ongoing basis. Indeed, Lead Counsel\n\nand Levi & Korsinsky received no compensation during the course of the Action, and incurred\n\n$122,022.28 in out-of-pocket litigation-related expenses.\n\n 76. Additionally, Lead Plaintiff alleged its claims without information gained through\n\nsubpoena power, as Defendants argued that any attempt to do so was precluded by the PSLRA\u2019s\n\nautomatic stay of discovery.\n\n 77. Lead Counsel also bore the risk that no recovery would be achieved. As discussed\n\nabove, from the outset, this litigation presented multiple risks and uncertainties that could have\n\nprevented any recovery whatsoever.\n\n 78. Moreover, despite the most vigorous and competent of efforts, success in\n\ncontingent-fee litigation like this one is never assured. Lead Counsel know from experience that\n\nthe commencement of a class action does not guarantee a settlement. See supra, \u00b6\u00b631-40. To the\n\ncontrary, it takes hard work and diligence by skilled counsel to develop the facts and theories that\n\nare needed to sustain a complaint or win at trial, or to induce sophisticated defendants to engage\n\nin serious settlement negotiations at meaningful levels.\n\n 4. The Quality of Representation, Including the Result Obtained, the\n Experience and Expertise of Leal Counsel, and the Standing and\n Caliber of Defendants\u2019 Counsel\n\n 79. As demonstrated by Rosen Law\u2019s firm resume, attached as Exhibit A to the Stern\n\nFee Declaration, Lead Counsel is a highly experienced and skilled law firm that focuses its practice\n\non securities class action litigation. Indeed, Lead Counsel has substantial experience in litigating\n\nsecurities class actions and has negotiated scores of other class settlements, which have been\n 22\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 25 of 29\n\n\n\n\napproved by courts within the Second Circuit and throughout the country. Lead Counsel enjoys a\n\nreputation for skill and success in the prosecution and favorable resolution of securities class\n\nactions and other complex civil matters, and Lead Counsel\u2019s experience added valuable leverage\n\nin the settlement negotiations. See Christine Asia Co. v. Yun Ma, 2019 WL 5257534, at *19\n\n(S.D.N.Y. Oct. 16, 2019) (In considering approval of the $250 million securities settlement against\n\nChinese company Alibaba, the Court stated that \u201c[t]he quality of representation by [Rosen Law]\n\nand Defendants\u2019 counsel was high in this case . . .\u201d); In re Fuwei Films Sec. Litig., 247 F.R.D. 432,\n\n429 (S.D.N.Y. 2008) (holding that \u201c[T]he Rosen Law firm is well-qualified to serve as lead\n\ncounsel\u201d in a case involving Chinese company); Knox v. Yingli Green Energy Holding Co. Ltd.,\n\n136 F. Supp. 3d 1159, 1165 (C.D. Cal. 2015) (holding that \u201c[t]he Rosen Law Firm is \u2018highly\n\nqualified [and] experienced\u2019 in securities class actions\u201d in case involving Chinese company);\n\nBensley v. FalconStor Software, Inc., 277 F.R.D. 231, 242 (E.D.N.Y. 2011) (\u201cthe Rosen Law Firm\n\nis well-qualified to serve as lead counsel in this matter\u201d); Mikhlin v. Oasmia Pharm. AB, 2021 WL\n\n1259559, at *4 (E.D.N.Y. Jan. 6, 2021) (\u201cThe Rosen Law Firm, P.A . . . [is] capable and\n\nexperienced in class litigation.\u201d).\n\n 80. Lead Counsel also obtained a highly favorable result for the Settlement Class.\n\n 81. Additionally, the quality of the work performed by Lead Counsel in obtaining the\n\nSettlement should also be evaluated in light of the quality of the opposition. Here, the Defendants\n\nwere represented by Tannenbaum Helpern Syracuse, & Hirschritt LLP, Willkie Farr & Gallagher\n\nLLP, and Faegre Drinker Biddle & Reath LLP well-known law firms that vigorously represented\n\nthe interests of their clients throughout the Action. Indeed, from past experience, Lead Counsel\n\nknow firsthand that Defense Counsel will zealously and persistently litigate for their clients\n\nthrough class certification, summary judgment, trial, and appeals. In the face of this experienced\n\n\n\n 23\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 26 of 29\n\n\n\n\nand formidable opposition, Lead Counsel was nonetheless able to persuade Defendants to settle\n\nthe case on terms favorable to the Settlement Class.\n\n 82. Mr. Danilow took note of the quality of the work counsel performed during the\n\nmediation process and found that they were well prepared and knowledgeable. Ex. 1, Danilow\n\nDecl. \u00b68.\n\n 5. The Requested Fee In Relation to the Settlement\n\n 83. The amount of the fee requested (one-third) in relation to the Settlement Amount\n\n($4.75 million and 25 bitcoins) is fair and reasonable. Courts routinely award fees of one-third in\n\nsecurities class action settlements.\n\n 6. Interests of Public Policy, Including the Need to Ensure the Availability\n of Experienced Counsel in High-Risk Contingent Securities Cases\n\n 84. Courts have consistently recognized that it is in the public interest to have vigorous\n\nprivate enforcement of the federal securities laws. If this important public policy is to be carried\n\nout, the courts should award fees that adequately compensate plaintiffs\u2019 counsel, taking into\n\naccount the risks undertaken in prosecuting a securities class action. Relatedly, it is long-\n\nrecognized public policy that settlement is to be encouraged, including the resolution of fee\n\napplications that fairly and adequately compensate the counsel who bear the risks and dedicate the\n\ntime, financial investment, and expertise necessary to achieve those settlements.\n\n 7. The Reaction of the Class Supports Lead Counsel\u2019s Fee Request\n\n 85. As noted above, as of March 6, 2025, 51,500 potential Settlement Class Members\n\nhave been notified about the Settlement either by mailed Postcard Notice or emailed links to the\n\nLong Notice and Claim Form. Evans Decl. at \u00b68. To date, no requests for exclusion and no\n\nobjections have been received. Id. at \u00b6\u00b613-14. In addition, the Court-approved Summary Notice\n\nhas been published in Investor\u2019s Business Daily and transmitted over PR Newswire. Id. at \u00b610. To\n\n\n 24\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 27 of 29\n\n\n\n\ndate, no objections to the maximum potential attorneys\u2019 fees request set forth in the Long Notice\n\nhave been received or entered on this Court\u2019s docket. Any objections received after the date of this\n\nfiling will be addressed in Lead Counsel\u2019s reply papers, set to be filed by April 4, 2025.\n\n 8. Lead Plaintiff Supports Lead Counsel\u2019s Fee Request\n\n 86. As set forth in the declarations submitted by Lead Plaintiff, Lead Plaintiff has\n\nconcluded that Lead Counsel\u2019s requested fee is fair and reasonable based on the work performed,\n\nthe recovery obtained for the Settlement Class, and the risks of the Action. See Exhibit 3,\n\nDeclaration of Lead Plaintiff Allegheny (\u201cACERS Decl.\u201d), at \u00b66. Lead Plaintiff has been\n\nintimately involved in this case, and its endorsement of Lead Counsel\u2019s fee request supports the\n\nreasonableness of the request and should be given weight in the Court\u2019s consideration of the fee\n\naward.\n\n 87. In sum, Lead Counsel accepted the Action on a fully contingent basis, committed\n\nsignificant resources, and prosecuted the Action without any compensation or guarantee of\n\nsuccess. Based on the result obtained, the quality of the work performed, the litigation risks, and\n\nthe contingent nature of the representation, Lead Counsel respectfully submit that a fee award of\n\none-third of the Settlement Fund, resulting in a multiplier of 1.2, is fair and reasonable, and is\n\nsupported by the fee awards courts have granted in other comparable cases.\n\n B. Reimbursement of the Requested Litigation Expenses is Fair and Reasonable\n\n 88. Lead Counsel and Levi & Korsinsky seeks $122,022.28 in litigation expenses to be\n\npaid from the Settlement Fund.\n\n 89. The Long Notice, Summary Notice, and Postcard Notice informed potential\n\nSettlement Class Members that Lead Counsel would be seeking reimbursement of litigation\n\nexpenses in an amount not to exceed $250,000. The amount requested by Lead Counsel is well\n\n\n 25\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 28 of 29\n\n\n\n\nbelow the $250,000 that Settlement Class Members were advised could be sought. To date, no\n\nobjection has been raised as to the maximum amount of expenses set forth in both the Long Notice,\n\nSummary Notice, and Postcard Notice. If any objection to the request for reimbursement of\n\nlitigation expenses is made after the date of this filing, Lead Plaintiff will address it in its reply\n\npapers.\n\n 90. From the beginning of the case, Lead Counsel were aware that they might not\n\nrecover their out-of-pocket expenses. Lead Counsel also understood that, even assuming the case\n\nwas ultimately successful, reimbursement for expenses would not compensate them for the\n\ncontemporaneous lost use of funds advanced to prosecute the Action. Accordingly, Lead Counsel\n\nwere motivated to, and did, take steps to assure that only necessary expenses were incurred for the\n\nvigorous and efficient prosecution of the case.\n\n 91. In my opinion, the expenses paid were necessary and appropriate for the\n\nprosecution and resolution of the Action. The expenses were incurred for professional services\n\nrendered by Lead Plaintiff\u2019s damages expert, investigator, costs of mediation, legal and factual\n\nresearch, translation of Chinese language documents, service of process, and other expenses\n\nincurred in the course of the litigation.\n\n C. The Award to Lead Plaintiff\n\n 92. Lead Plaintiff seeks reimbursement, pursuant to 15 U.S.C. \u00a7 78u-4(a)(4), for the\n\ntime it devoted to with its representation of the Settlement Class, in the amount of $10,000. Ex.,\n\n3, ACERS Decl., \u00b69. Lead Plaintiff lost a significant amount of money on its investments in\n\nStronghold securities and was highly motivated to, and did, work closely with Lead Counsel\n\nthroughout the pendency of the Action to secure the highest possible recovery for himself and the\n\nSettlement Class.\n\n\n\n 26\n\f Case 1:22-cv-03088-RA-GS Document 131 Filed 03/07/25 Page 29 of 29\n\n\n\n\n 93. Additionally, Lead Plaintiff: (i) regularly communicated with Lead Counsel\n\nregarding the posture and progress of the case, as well as strategy; (ii) produced documents to Lead\n\nCounsel attorneys; (iii) reviewed all significant pleadings and briefs filed in the Action; (iv)\n\nconsulted with its attorneys regarding the settlement negotiations; and (v) evaluated and approved\n\nthe proposed Settlement. Id.\n\nVII. CONCLUSION\n\n 94. In view of the significant recovery for the Settlement Class and the substantial risks\n\nrelated to the prosecution of the Action, as described herein and in the accompanying Final\n\nApproval Memorandum, I respectfully submit that the Settlement should be approved as fair,\n\nreasonable, and adequate and that the proposed Plan of Allocation should be approved as fair and\n\nreasonable. I further submit that the requested fee in the amount of one-third of the Settlement\n\nFund should be approved as fair and reasonable, reimbursement of litigation expenses, and Award\n\nto Lead Plaintiff, should also be approved.\n\n I declare under penalty of perjury under the laws of the United States of America that the\n\nforegoing facts are true and correct.\n\n Executed this Friday, March 7, 2025, at New York, New York.\n\n\n\n /s/ Jonathan Stern\n JONATHAN STERN\n\n\n\n\n 27\n\f","ocr_status":2,"date_upload":"2026-06-24T22:15:16.645059-07:00","document_number":"131","attachment_number":null,"pacer_doc_id":"127037111769","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration in Support of Motion","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980757/","id":483980757,"tags":[],"absolute_url":"/docket/63237038/131/1/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:15:14.752791-07:00","date_modified":"2026-06-25T07:51:14.840695-07:00","sha1":"6843732db5e733465be9d89a1502872ff581138d","page_count":6,"file_size":335713,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:22-cv-03088-RA-GS Document 131-1 Filed 03/07/25 Page 1 of 6\n\n\n\n\n EXHIBIT 1\n\fDocusign Envelope ID: 0B8C92B2-9C93-4103-B38D-556B7E12E112\n Case 1:22-cv-03088-RA-GS Document 131-1 Filed 03/07/25 Page 2 of 6\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n MARK WINTER, Individually and on Behalf of\n All Others Similarly Situated, Case No. 1:22-cv-03088-RA\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A\n LARROUD\u00c9, WILLIAM B. SPENCE, B.\n RILEY SECURITIES, INC., COWEN AND\n COMPANY, LLC, TUDOR, PICKERING,\n HOLT & CO. SECURITIES, LLC, D.A.\n DAVIDSON & CO., COMPASS POINT\n RESEARCH & TRADING, LLC, and\n NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n\n DECLARATION OF GREG A. DANILOW\n\n\n I, Greg A. Danilow, hereby declare as follows:\n\n 1. I submit this declaration in my capacity as the mediator of the proposed settlement\n\n of the above-captioned action (\"Action\"). I make this declaration based on personal\n\n knowledge and am competent to so testify.\n\n 2. I have been asked to provide this declaration to give my views on the mediation\n\n process that culminated in the proposed settlement that will be presented to the Court for final\n\n approval. All of the parties, entities, and individuals who were represented at the mediation\n\n session executed a confidentiality agreement stating that the mediation was considered settlement\n\n negotiations for the purpose of all rules protecting mediation disclosures from later discovery\n\fDocusign Envelope ID: 0B8C92B2-9C93-4103-B38D-556B7E12E112\n Case 1:22-cv-03088-RA-GS Document 131-1 Filed 03/07/25 Page 3 of 6\n\n\n\n and/or use in evidence. The parties further agreed that the confidentiality agreement extends to all\n\n present and future civil, judicial, quasi-judicial, arbitral, administrative, or other proceedings. Nothing\n\n in my declaration divulges any mediation privileged information, and the filing of this declaration\n\n does not constitute a waiver of any such confidentiality surrounding the mediation process.\n\n 3. I currently serve as a mediator, arbitrator and independent panelist for Phillips ADR\n\n Enterprises (\u201cPhillips ADR\u201d), a leading alternative dispute resolution firm founded by former federal\n\n judge Layn R. Phillips that specializes in the mediation of large class action, derivative and other\n\n complex commercial cases. I joined Phillips ADR in 2019, after a 40-year career as a litigator at\n\n Kramer Levin and Weil Gotshal & Manges, where I specialized in litigating high-stakes securities\n\n class actions, fiduciary duty cases and commercial disputes in federal, state and bankruptcy courts.\n\n 4. 3. I received my J.D. from Fordham University School of Law in 1974. After clerking\n\n for John Cannella in the Southern District of New York, I joined Kramer Levin. At Kramer Levin, I\n\n litigated numerous hostile takeover battles in the 1970s and 1980s and became a partner in 1981. In\n\n 1988, I moved to Weil Gotshal & Manges, where I continued to litigate M&A cases around the\n\n country, and also litigated and often settled through mediation numerous large securities class actions\n\n and client responses to SEC investigations on behalf of a wide range of corporate clients. I became\n\n the co-head of Weil\u2019s Securities Litigation Group in 1988. During my time at Weil, I also represented\n\n and counseled boards, audit committees, and special board committees at some of the country\u2019s\n\n largest corporations, including General Electric, General Motors, American Express, Qualcomm, JP\n\n Morgan, Sears, Massey Energy, and many others in addition to counseling and litigating on behalf of\n\n Weil\u2019s most significant corporate and private equity clients in connection with securities law and\n\n fiduciary duty issues.\n\n 5. Since joining Phillips ADR I have mediated scores of civil cases, particularly in\n\fDocusign Envelope ID: 0B8C92B2-9C93-4103-B38D-556B7E12E112\n Case 1:22-cv-03088-RA-GS Document 131-1 Filed 03/07/25 Page 4 of 6\n\n\n\n complex shareholder and securities class actions pending in courts across the United States.\n\n 6. I provide my professional background as context for the statements in my declaration\n\n and to establish that my perspective on the settlement of this action is grounded in my significant\n\n experience in resolving complex litigation.\n\n 7. While the Court will make its own determination as to the proposed settlement's\n\n fairness under applicable legal standards, from my viewpoint as mediator, I endorse the proposed\n\n settlement as reasonably reflective of the risks and potential rewards of the claims being settled. As\n\n described below, the current matter presented complex and substantial legal, factual, and practical\n\n issues. The parties were represented during the mediation process by well-prepared and competent\n\n counsel, who negotiated zealously and at arm's length for their clients. Thus, I believe that the\n\n proposed settlement of this case represents a fair and pragmatic resolution of this action.\n\n 8. The parties retained me to mediate this dispute and conducted an initial in person\n\n mediation on March 26, 2024.\n\n 9. At the March 26, 2024 in-person mediation the Parties narrowed the differences\n\n between their positions but it did not result in a resolution of the Action.\n\n 10. Between March 26, 2024 and July 18, 2024, Plaintiff and Settling Defendants\n\n continued to negotiate at arm\u2019s-length and agreed to a second in-person mediation on July 18, 2024.\n\n 11. Pursuant to my custom and practice, and without waiving mediation\n\n confidentiality, the mediation was preceded by an exchange of detailed mediation statements\n\n between the parties (and which I reviewed and analyzed). These submissions contained extensive\n\n analyses of the factual and legal issues in the Action and other issues material to the settlement.\n\n These submissions helped me understand the relative merits of each party's position and identify\n\n the issues that would drive and present obstacles to reaching a resolution of the action. It was\n\fDocusign Envelope ID: 0B8C92B2-9C93-4103-B38D-556B7E12E112\n Case 1:22-cv-03088-RA-GS Document 131-1 Filed 03/07/25 Page 5 of 6\n\n\n\n clear that each side faced risks in proceeding with the case. While the contents of the mediation\n\n statements and arguments are confidential, they presented complex and novel legal arguments\n\n and were highly adversarial.\n\n 12. At the second mediation session held in-person on July 18, 2024, I engaged in\n\n extensive discussions to establish common ground between the parties' respective positions.\n\n After considering the respective merits of the claims and defenses, the estimated damages, and\n\n the risk and costs of continued litigation, the parties agreed to settle the Action for four million\n\n seven hundred and fifty thousand ($4.75 million) in cash and the US dollar value of 25 Bitcoins\n\n 13. In my presence, the parties carried out extensive, detailed, and hard-fought\n\n discussions regarding the strengths and weaknesses of the case. I can readily attest that the\n\n negotiations between counsel for the parties were conducted at arm's length and were not\n\n collusive. In addition, my review of the papers presented to me and discussions with counsel have\n\n led me to conclude that all sides litigated the action in a vigorous, professional, and thorough\n\n manner. It was also clear to me that both sides were well-prepared and fully capable of proceeding to\n\n a judicial resolution if a settlement could not be achieved.\n\n 14. I believe that the settlement of the Action represents a fair, reasonable, and adequate\n\n resolution of highly uncertain litigation. Based on my experience as a mediator and an attorney, I\n\n therefore endorse the proposed settlement as reflective of the risks and potential rewards of the claims\n\n asserted. The settlement will confer a significant benefit on the settlement class. I believe that the\n\n settlement provides immediate, fair and adequate compensation to the settlement class as well as the\n\n benefits of avoiding the time, expense, and risk entailed in further litigation. I also believe the\n\n proposed settlement flows from the parties' assessment of the litigation risks.\n\n 15. Lastly, I note that in my opinion the advocacy on all sides of the cases was excellent.\n\fDocusign Envelope ID: 0B8C92B2-9C93-4103-B38D-556B7E12E112\n Case 1:22-cv-03088-RA-GS Document 131-1 Filed 03/07/25 Page 6 of 6\n\n\n\n All counsel displayed the highest level of professionalism in organizing and presenting the legal and\n\n factual issues relevant to this complex matter, summarizing their positions on liability and damages,\n\n and zealously and capably representing their respective clients throughout while at the same time\n\n objectively and candidly assessing the other side\u2019s positions and the risks involved.\n\n I declare under penalty of perjury of the laws of the United States that the foregoing is true\n\n and correct.\n\n 3/7/2025\n Executed on ________________, 2025 in ___________.\n\n /s/\n Greg Danilow\n\f","ocr_status":1,"date_upload":"2026-06-24T22:15:45.712417-07:00","document_number":"131","attachment_number":1,"pacer_doc_id":"127037111770","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1 - Declaration of Greg A. Danilow","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980758/","id":483980758,"tags":[],"absolute_url":"/docket/63237038/131/2/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:15:14.772297-07:00","date_modified":"2026-06-25T07:44:26.241111-07:00","sha1":"24de3641a37a321d5485f2fb635894a484b3e05d","page_count":41,"file_size":3557202,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 1 of 41\n\n\n\n\n EXHIBIT 2\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 2 of 41\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n Case No. 1:22-cv-03088-RA\n MARK WINTER, Individually and on Behalf of All\n Others Similarly Situated, CLASS ACTION\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A.\n LARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\n SECURITIES, INC., COWEN AND COMPANY,\n LLC, TUDOR, PICKERING, HOLT & CO.\n SECURITIES, LLC, D.A. DAVIDSON & CO.,\n COMPASS POINT RESEARCH & TRADING, LLC,\n and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n DECLARATION OF SARAH EVANS CONCERNING: (A) CAFA NOTICE MAILING;\n (B) MAILING AND EMAILING OF THE POSTCARD NOTICE;\n(C) PUBLICATION OF THE SUMMARY NOTICE; AND (D) REPORT ON REQUESTS\n FOR EXCLUSION AND OBJECTIONS\n\nI, Sarah Evans, declare as follows:\n\n 1. I am a Project Manager at Strategic Claims Services (\u201cSCS\u201d), a nationally\n\nrecognized class action administration firm. I have over nine years of experience specializing in\n\nthe administration of class action cases. SCS was established in April 1999 and has administered\n\nover five hundred and fifty (550) class action cases since its inception. I have personal knowledge\n\nof the facts set forth herein, and if called on to do so, I could and would testify competently thereto.\n\n 2. Pursuant to the Court\u2019s Order Granting Preliminary Approval of Class Action\n\nSettlement, Approving Form and Manner of Notice, and Setting Date for Hearing on Final\n\nApproval of Settlement, dated December 16, 2024 (Dkt. No. 125) (the \u201cPreliminary Approval\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 3 of 41\n\n\n\n\nOrder\u201d), the Court approved the retention of SCS as the Claims Administrator in connection with\n\nthe Settlement of the above-captioned action. 1 I submit this declaration in order to provide the\n\nCourt and the Parties with information regarding the mailing and emailing of the Postcard Notice\n\nto potential Settlement Class Members, as well as updates concerning other aspects of the\n\nSettlement administration process.\n\n MAILING OF CAFA NOTICE\n\n 3. At the request of Counsel for the Stronghold Defendants, Tannenbaum Helpern\n\nSyracuse & Hirschtritt LLP, and separate from our engagement as Claims Administrator, on\n\nDecember 30, 2024, SCS mailed a notice of proposed class action settlement, pursuant to the Class\n\nAction Fairness Act of 2005, 28 U.S.C. \u00a7 1715 (\u201cCAFA\u201d), to the appropriate federal and state\n\nofficials, by certified return receipt through the United States Postal Service. The mailing\n\nconsisted of: (i) a letter regarding the Settlement approved by Counsel for the Stronghold\n\nDefendants describing the mailing (the \u201cCAFA Letter\u201d); and (ii) a CD-ROM containing copies of\n\nthe documents referenced in the CAFA Letter. Attached hereto as Exhibit A is a copy of the\n\nCAFA Letter that SCS mailed.\n\n MAILING AND EMAILING OF THE POSTCARD NOTICE\n\n 4. On January 8, 2025, SCS sent the Depository Trust Company (\u201cDTC\u201d) the Notice\n\nof Pendency of Class Action, Proposed Settlement, and Motion for Attorneys\u2019 Fees and Expenses\n\n(the \u201cNotice\u201d) and the Proof of Claim and Release (the \u201cClaim Form\u201d, and together with the\n\nNotice, the \u201cNotice and Claim Form\u201d) for the DTC to publish on its Legal Notice System\n\n(\u201cLENS\u201d). LENS provides DTC participants the ability to search and download legal notices as\n\n\n\n1\n All capitalized terms used herein that are not otherwise defined have the meanings ascribed to\nthem in the Stipulation and Agreement of Settlement, dated November 8, 2024 (Dkt. No. 121) (the\n\u201cStipulation\u201d).\n\n\n 2\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 4 of 41\n\n\n\n\nwell as receive e-mail alerts based on particular notices or particular CUSIPs once a legal notice\n\nis posted. A true and correct copy of the Notice and Claim Form is attached hereto as Exhibit B.\n\n 5. As in most class actions of this nature, the large majority of potential Settlement\n\nClass Members are expected to be beneficial purchasers whose securities are held in \u201cstreet name\u201d\n\n\u2014 i.e., the securities are purchased by brokerage firms, banks, institutions and other third-party\n\nnominees in the name of the nominee, on behalf of the beneficial purchasers. The names and\n\naddresses of these beneficial purchasers are known only to the nominees. SCS maintains a\n\nproprietary master list consisting of 1,045 banks and brokerage companies (\u201cNominee Account\n\nHolders\u201d), as well as 1,404 mutual funds, insurance companies, pension funds, and money\n\nmanagers (\u201cInstitutional Groups\u201d). On January 8, 2025, SCS caused a letter with a copy of the\n\nPostcard Notice to be mailed or e-mailed to the 2,449 nominees contained in the SCS master\n\nmailing list. The letter notified them of the Settlement and requested that they, within 10 calendar\n\ndays from the date of the notice, either (a) provide SCS with the names, addresses, and email\n\naddresses of their customers who may be beneficial owners so that SCS could promptly mail or\n\nemail the Postcard Notice to such beneficial purchasers/owners; (b) request copies of the Postcard\n\nNotice from SCS and, within 10 calendar days of receipt, mail the Postcard Notices to their\n\ncustomers who may be beneficial purchasers/owners; or (c) request a link to the Postcard Notice\n\nand, within 10 calendar days of receipt, email the Postcard Notice or the link to the Postcard Notice\n\nto their customers who may be beneficial purchasers/owners. A copy of the letter sent to these\n\nnominees is attached hereto as Exhibit C.\n\n 6. Pursuant to the Preliminary Approval Order, to provide actual notice to those\n\npersons and entities that purchased or otherwise acquired Stronghold Digital Mining, Inc.\n\n(\u201cStronghold\u201d) Class A common stock on or before December 20, 2021, pursuant and/or traceable\n\n\n\n\n 3\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 5 of 41\n\n\n\n\nto the Offering Documents issued in connection with the Class A common stock initial public\n\noffering in October 2021 (the \u201cRelevant Period\u201d), SCS printed and mailed the Postcard Notice to\n\npotential members of the Settlement Class. A true and correct copy of the Postcard Notice is\n\nattached hereto as Exhibit D.\n\n 7. SCS mailed, by first class mail, postage prepaid, the Postcard Notice to 97 persons\n\nand entities identified in the transfer records which were provided to SCS by Stronghold\u2019s transfer\n\nagent, Equiniti. These records reflect persons and entities that purchased Stronghold Class A\n\ncommon stock for their own account, or for the account(s) of their clients, during the Relevant\n\nPeriod.\n\n 8. Following this mailing, SCS received 2,146 additional names and addresses of\n\npotential Settlement Class Members from individuals or nominees requesting that a Postcard\n\nNotice be mailed by SCS, as well as 42,562 email addresses from individuals or nominees\n\nrequesting that a Postcard Notice be emailed by SCS. SCS also received requests from three\n\nnominees for 1,850 Postcard Notices so that they could forward them to their customers, and SCS\n\nwas notified by a nominee that they mailed 134 Postcard Notices to their customers. Additionally,\n\nSCS was notified by a nominee that they emailed the link to the Postcard Notice on the Settlement\n\nwebpage to 4,720 of their customers. To date, 4,227 Postcard Notices have been mailed to potential\n\nSettlement Class Members, and 47,282 emails consisting of either Postcard Notice or the link to\n\nthe Postcard Notice on the Settlement webpage have been sent to potential Settlement Class\n\nMembers.\n\n\n\n\n 4\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 6 of 41\n\n\n\n\n 9. In total, 51,500 potential Settlement Class Members have been sent direct notice of\n\nthe Settlement, either by mailed Postcard Notice, emailed Postcard Notice, or emailed link to the\n\nPostcard Notice on the Settlement webpage. 2\n\n 10. Out of the 47,282 emails sent to potential Settlement Class Members, 198 bounced\n\nback to SCS as undeliverable. A Postcard Notice was promptly mailed to each of these 198\n\npotential Settlement Class Members at the mailing address on file.\n\n PUBLICATION OF THE SUMMARY NOTICE\n\n 11. Pursuant to the Preliminary Approval Order, the Summary Notice of Pendency of\n\nClass Action, Proposed Settlement, and Motion for Attorneys\u2019 Fees and Expenses (\u201cSummary\n\nNotice\u201d) was transmitted electronically once over the PR Newswire and published in print once in\n\nthe Investor\u2019s Business Daily on January 20, 2025, as shown in the confirmations of publication\n\nattached hereto as Exhibit E.\n\n TOLL-FREE PHONE LINE\n\n 12. SCS maintains a toll-free telephone number (1-866-274-4004) for potential\n\nSettlement Class Members to call and obtain information about the Settlement. SCS has promptly\n\nresponded to each telephone inquiry and will continue to address Settlement Class Member\n\ninquiries throughout the Settlement administration process.\n\n SETTLEMENT WEBPAGE\n\n 13. On January 8, 2025, SCS established a dedicated webpage for the Settlement on its\n\nwebsite at www.strategicclaims.net/Stronghold. The Settlement webpage is accessible 24 hours a\n\nday, 7 days a week. The webpage contains the current status of this case; the case deadlines; the\n\n\n\n2\n SCS has received two requests from potential Settlement Class Members for the Notice and\nClaim Form to be mailed to them. SCS immediately mailed the Notice and Claim Form to these\npotential Settlement Class Members.\n\n\n 5\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 7 of 41\n\n\n\n\nonline claim filing link; and important documents such as the Notice and Claim Form, the\n\nPreliminary Approval Order, the Stipulation and its exhibits, and the Postcard Notice. SCS will\n\ncontinue to maintain and update the webpage throughout the Settlement administration process.\n\n REPORT ON EXCLUSIONS AND OBJECTIONS\n\n 14. The Notice, the Summary Notice, the Postcard Notice, and the Settlement webpage\n\ninformed Settlement Class Members that written requests for exclusion are to be mailed to SCS\n\nsuch that they are received no later than March 21, 2025. SCS has been monitoring all mail\n\ndelivered for this case. As of the date of this declaration, SCS has not received any requests for\n\nexclusion.\n\n 15. According to the Notice, the Summary Notice, the Postcard Notice, and the\n\nSettlement webpage, Settlement Class Members seeking to object to the proposed Settlement or\n\nany of its terms, the proposed Plan of Allocation of the Net Settlement Fund, and/or Lead\n\nCounsel\u2019s application for attorneys\u2019 fees and expenses must serve their objections by hand or by\n\nmail upon Lead Counsel and Settling Defendants\u2019 Counsel, as well as file such objections with the\n\nClerk of the Court, no later than March 21, 2025. As of the date of this declaration, SCS has\n\nneither received any misdirected objections nor been notified that any objections have been\n\nsubmitted.\n\n\n\n I declare under penalty of perjury that the foregoing is true and correct.\n\n Signed this 6th day of March, in Media, Pennsylvania.\n\n\n\n\n _____________________________\n Sarah Evans\n\n\n\n 6\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 8 of 41\n EXHIBIT A\n Phone 866.274.4004\n 610.565.9202\n Fax 610.565.7985\n\n strategicclaims.net\n\nDecember 30, 2024\n\nVIA CERTIFIED MAIL\n\nSteve Marshall\nOffice of the Attorney General\nPO Box 300152\nMontgomery, AL 36130-0152\n\nRE: Notice of Proposed Class Action Settlement in Winter v. Stronghold Digital Mining Inc. et al., Case No. 1:22-cv-\n03088-RA (S.D.N.Y)\n\nDear Sir or Madam:\n\nStrategic Claims Services has been retained to provide notices set forth under the Class Action Fairness Act of 2005, 28\nU.S.C. \u00a7 1715. Pursuant to this Act, Defendants Stronghold Digital Mining, Inc., Gregory A. Beard, and William B. Spence\n(\u201cStronghold Defendants\u201d), B. Riley Securities, Inc., Cowen and Company, LLC, Tudor, Pickering, Holt & Co. Securities,\nLLC, D.A. Davidson & Co., Compass Point Research & Trading, LLC, and Northland Securities, Inc., including without\nlimitation all of their officers, officers, directors, current and former employees, counsel, agents, affiliates, parents,\nsubsidiaries, representatives, consultants, predecessors and successors in interest (\u201cUnderwriter Defendants\u201d), and\nRicardo R. A. Larroude (all combined as \u201cDefendants\u201d) hereby provides your office with notice of a proposed settlement in\nthe above-referenced matter (the \u201cLitigation\u201d) pending in the United States District Court for the Southern District of New\nYork (the \u201cCourt\u201d).\n\nThe proposed Settlement Class (the \u201cClass\u201d) is defined as all persons and entities who or which purchased or otherwise\nacquired Stronghold Class A common stock on or before December 20, 2021, pursuant and/or traceable to the Offering\nDocuments issued in connection with the Class A common stock\u2019s initial public offering in October 2021, and were damaged\nthereby. Excluded from the Settlement Class are: (i) Defendants; (ii) Immediate Families of the Individual Defendants; (iii)\nany person who was an officer, director, or control person of Stronghold or the Underwriter Defendants(at all relevant times,\nand members of their Immediate Families); (iv) Stronghold\u2019s employee retirement and/or benefit plan(s) and their\nparticipants and/or beneficiaries to the extent they purchased or acquired Stronghold Class A common stock through any\nsuch plan(s); (v) any entity in which any Defendant has or had a controlling interest; and (vi) the legal representatives, heirs,\nsuccessors, or assigns of any such excluded person or entity. However, \u201cInvestment Vehicles\u201d will not be excluded from\nthe Settlement Class. Also excluded from the Settlement Class are any persons and entities who or which submit a timely\nand valid request for exclusion from the Settlement Class in accordance with the requirements for requesting exclusion\nprovided in the Notice or that is otherwise accepted by the Court.\n\nThe Defendants deny any and all wrongdoing, deny any liability to Lead Plaintiff and/or the proposed settlement class, and\ndeny that Lead Plaintiff and the proposed class members have suffered any damages attributable to the Defendants\u2019\nactions.\n\nStrategic Claims Services provides the following information and documents pursuant to 28 U.S.C. \u00a7 1715. Any documents\nreferenced below are included on the CD that is enclosed with this letter.\n\n 1. 28 U.S.C. \u00a7 1715(b)(1) \u2013 Complaint and Related Materials: A copy of the original complaint filed in the\n action and the amended complaint are provided on the enclosed CD.\n\n 2. 28 U.S.C. \u00a7 1715(b)(2) \u2013 Notice of Any Scheduled Judicial Hearing: On November 8, 2024, Lead Plaintiff\n filed a motion for preliminary approval of the class action settlement. On December 16, 2024, the Court\n entered an Order Granting Lead Plaintiff\u2019s Motion for Preliminary Approval of Class Action Settlement. A\n Settlement Fairness Hearing has been scheduled for April 11, 2025. Included on the CD are the Lead Plaintiff\u2019s\n Notice of Unopposed Motion and Motion for Preliminary Approval of Class Action Settlement, Lead Plaintiff\u2019s\n Memorandum in Support of Unopposed Motion for Preliminary Approval of Class Action Settlement, and the\n Order Granting Lead Plaintiff\u2019s Motion for Preliminary Approval of Class Action Settlement\n\n 600 North Jackson Street \u2022 Suite 205 \u2022 Media, PA 19063\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 9 of 41\n\n 3. 28 U.S.C. \u00a7 1715(b)(3) \u2013 Notification to Class Members: A copy of the Notice is enclosed on the CD entitled\n \u201cEx. A-1 \u2013 Notice of Pendency and Proposed Settlement of Class Action\u201d, as well as \u201cEx. A-3 \u2013 Summary\n Notice\u201d and \u201cEx. A-4 \u2013 Postcard Notice\u201d.\n\n 4. 28 U.S.C. \u00a7 1715(b)(4) \u2013 Proposed Class Action Settlement: Counsel for the Class filed the parties\u2019\n proposed Stipulation of Settlement and associated documents with the Court on November 8, 2024. A copy\n of the parties\u2019 Stipulation and Agreement of Settlement with exhibits is provided on the enclosed CD ROM.\n\n 5. 28 U.S.C. \u00a7 1715(b)(5) \u2013 Any Settlement or Other Agreement: The parties also contemporaneously agreed\n to a confidential Supplemental Agreement, which is referenced in the settlement stipulation, and which was\n not filed with the Court. As described in the stipulation, and as is customary in securities class action\n settlements, the purpose of the confidential Supplemental Agreement is to provide the Defendants with the\n option to terminate the settlement if timely requests for exclusion from the class are submitted by eligible class\n members who/that meet the conditions set forth in the Supplemental Agreement. The Supplemental\n Agreement remains confidential and has not been included with the enclosed materials.\n\n 6. 28 U.S.C. \u00a7 1715(b)(6) \u2013 Final Judgment: As of the date of this letter, no Final Judgment has been entered\n by the Court.\n\n 7. 28 U.S.C. \u00a7 1715(b)(7)(A)-(B) \u2013 Names of Class Members/Estimated Proportionate Share: Pursuant to 28\n U.S.C. \u00a7 1715(b)(7)(A), CAFA requires a defendant, \u201cif feasible,\u201d to provide the names of class members who\n reside in each state and the estimated proportionate share of the claims of such members to the entire\n settlement or (B) if the provision of information under subparagraph (A) is not feasible, a reasonable estimate\n of the number of class members residing in each state and the estimated proportionate share of the claims of\n such members to the entire settlement. Because most of securities at issue are held in \u201cstreet name,\u201d it is not\n feasible to provide the names of all class members who reside in each state, or to provide the estimated\n proportionate share of the claims of such members to the settlement. For the same reason, it is not feasible\n at this time to provide a reasonable estimate of the number of class members residing in each state or the\n estimated proportionate share of the claims of such members to the settlement.\n\nNotice of further scheduled hearings or relevant judicial opinions may be found by visiting the \u201cPACER\u201d online docket for\nthe above-captioned matter at: https://ecf.nysd.uscourts.gov/cgi-bin/ShowIndex.pl.\n\nIf for any reason you believe the enclosed information does not fully comply with 28 U.S.C. \u00a7 1715, please contact Counsel\nfor Defendants identified below, to address any concerns or questions that you may have.\n\n Counsel for Stronghold Defendants Counsel for Underwriter Defendants\n Tannenbaum Helpern Syracuse & Hirschtritt LLP Willkie Farr & Gallagher LLP\n Attn: Clifford Thau Attn: Jeffrey B. Korn\n Amanda Grannis 787 Seventh Avenue\n 900 Third Avenue New York, New York 10019\n New York, New York 10022\n\n Counsel for Ricardo R. A. Larroude\n Faegre Drinker Biddle & Reath LLP\n Attn: Sandra D. Grannum\n 1177 Avenue of the Americas, 41st Floor\n New York, New York, 10036\n\nSincerely,\n\nStrategic Claims Services\n\nBy: Matthew Shillady\nTitle: Director of Operations\n\nEnclosure \u2013 CD ROM\n\n\n\n 600 North Jackson Street \u2022 Suite 205 \u2022 Media, PA 19063\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 10 of 41\n EXHIBIT B\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n Case No. 1:22-cv-03088-RA\n MARK WINTER, Individually and on Behalf\n of All Others Similarly Situated, CLASS ACTION\n Plaintiff,\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A.\n LARROUD\u00c9, WILLIAM B. SPENCE, B.\n RILEY SECURITIES, INC., COWEN AND\n COMPANY, LLC, TUDOR, PICKERING,\n HOLT & CO. SECURITIES, LLC, D.A.\n DAVIDSON & CO., COMPASS POINT\n RESEARCH & TRADING, LLC, and\n NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT,\n AND MOTION FOR ATTORNEYS\u2019 FEES AND EXPENSES\n If you purchased or otherwise acquired Stronghold Digital Mining, Inc. (\u201cStronghold\u201d or the\n\u201cCompany\u201d) Class A common stock on or before December 20, 2021, pursuant and/or traceable to the\nOffering Documents issued in connection with the initial public offering in October 2021 (\u201cIPO\u201d) and\nwere damaged thereby, you may be entitled to a payment from a class action settlement.\n A Federal Court authorized this Notice. This is not a solicitation from a lawyer.\n\u2022 This Notice describes important rights you may have and what steps you must take if you wish to\n participate in the Settlement of this securities class action, wish to object, or wish to be excluded from\n the Settlement Class. 1\n\u2022 If approved by the Court, the proposed Settlement will create a fund of $4,750,000 in cash and 25\n Bitcoins 2, plus earned interest, for the benefit of eligible Settlement Class Members before the\n\n1\n The terms of the Settlement are in the Stipulation and Agreement of Settlement, dated November 6, 2024 (the\n\u201cStipulation\u201d), which can be viewed at www.strategicclaims.net/Stronghold. All capitalized terms not defined in\nthis Notice have the same meanings as defined in the Stipulation.\n2\n The Bitcoin portion of the settlement will be satisfied by the payment of the US dollar value of 1 Bitcoin per\nmonth paid on the third business day of each month for 23 months, followed by a payment of the cash value of 2\nBitcoin on the 24th month. The approximate cash value of 1 Bitcoin at 10:00 a.m. on October 31, 2024 is $71,372,\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 11 of 41\n\n\n deduction of Court-approved fees, expenses, and Taxes. This Settlement represents an average\n recovery of approximately $.85 3 per allegedly damaged share before deductions of attorneys\u2019 fees,\n Litigation Expenses, and award to Lead Plaintiff approved by the Court, for the approximately\n 7,690,400 damaged IPO Shares. These damaged shares may have traded more than once through\n December 20, 2021.\n\u2022 Lead Counsel intend to ask the Court to award them fees of up to one-third of the cash portion of the\n Settlement Amount, or one million five hundred eighty three thousand three hundred thirty three\n dollars ($1,583,333), and up to one-third of the value of the 25 Bitcoins, plus interest; reimbursement\n of Litigation Expenses of no more than $250,000, plus interest; and an award to Lead Plaintiff not to\n exceed $10,000 in total. Collectively, the attorneys\u2019 fees, Litigations Expenses, and award to Lead\n Plaintiff are estimated to average $.32 per damaged share. If approved by the Court, these amounts\n will be paid from the Settlement Fund\n\u2022 The Settlement represents an estimated average recovery of $.53 per allegedly damaged share for the\n approximately 7,690,400 damaged IPO Shares after deductions for awarded attorneys\u2019 fees, Litigation\n Expenses, and award to Lead Plaintiff. This is not an estimate of the actual recovery per share you\n should expect. Your actual recovery will depend on the aggregate losses of all Settlement Class\n Members, the date(s) you purchased and sold Stronghold Class A common stock, and the number of\n claims filed.\n\u2022 The Settlement resolves claims by Lead Plaintiff, Allegheny County Employees Retirement System\n (\u201cPlaintiff\u201d), on behalf of itself and all other members of the Settlement Class (defined below), on the\n one hand, and Stronghold, Gregory A. Beard, William B. Spence (together with Stronghold the\n \u201cStronghold Defendants\u201d), B. Riley Securities, Inc., Cowen and Company, LLC, Tudor, Pickering,\n Holt & Co. Securities, LLC, D.A. Davidson & Co., Compass Point Research & Trading, LLC, and\n Northland Securities, Inc. (collectively, the \u201cUnderwriter Defendants\u201d), and Ricardo R. A. Larroud\u00e9,\n (together with the Underwriter and Stronghold Defendants, the \u201cSettling Defendants\u201d). It avoids the\n costs and risks of continuing the litigation; pays money to eligible investors; and releases the Released\n Defendant Parties (defined below) from liability.\n If you are a Settlement Class Member, your legal rights will be affected by this Settlement\n whether you act or do not act. Please read this Notice carefully.\n\n YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT\n SUBMIT A CLAIM FORM BY\n The only way to get a payment. See Question 8 for details.\n APRIL 4, 2025\n Get no payment. This is the only option that, assuming your\n EXCLUDE YOURSELF FROM claim is timely brought, might allow you to ever bring or be\n THE SETTLEMENT CLASS BY part of any other lawsuit against Defendants and/or the other\n MARCH 21, 2025 Released Defendant Parties concerning the Released\n Plaintiff\u2019s Claims. See Question 10 for details.\n Write to the Court about why you do not like the Settlement,\n the Plan of Allocation for distributing the proceeds of the\n OBJECT BY MARCH 21, 2025 Settlement, and/or Lead Counsel\u2019s Fee and Expense\n Application. If you object, you will still be in the Settlement\n Class. See Question 14 for details.\n\n\n\nand the total cash value of 25 Bitcoins at 10:00 a.m. on October 31, 2024 is approximately $1,784,300 (25 times\n$71,372).\n3\n This represents the cash portion ($4,750,000) of the Settlement plus the approximate current value of 25 Bitcoins\n($1,784,300) divided by the approximately 7,690,400 damaged IPO Shares.\n 2\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 12 of 41\n\n\n YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT\n PARTICIPATE IN A HEARING\n ON APRIL 11, 2025 AND FILE A Ask to speak in Court at the Settlement Hearing about the\n NOTICE OF INTENTION TO Settlement. See Question 18 for details.\n APPEAR BYMARCH 21, 2025\n Get no payment. Give up rights. Still be bound by the\n DO NOTHING\n terms of the Settlement.\n\n\u2022 These rights and options\u2014and the deadlines to exercise them\u2014are explained below.\n\u2022 The Court in charge of this case still has to decide whether to approve the proposed Settlement.\n Payments will be made to all Settlement Class Members who timely submit valid Claim Forms, if the\n Court approves the Settlement and after any appeals are resolved.\n\n WHAT THIS NOTICE CONTAINS\nWhat Is this Notice About? ................................................................................................................. Page 5\nHow do I know if I am part of the Settlement Class? ........................................................................ Page 5\nAre there exceptions to being included? ............................................................................................. Page 6\nWhy is this a class action? .................................................................................................................. Page 6\nWhat is this case about and what has happened so far? ...................................................................... Page 6\nWhat are the reasons for the Settlement? ............................................................................................ Page 7\nWhat does the Settlement provide? .................................................................................................... Page 8\nHow can I receive a payment? ............................................................................................................ Page 8\nWhat am I giving up to receive a payment and by staying in the\n Settlement Class? ....................................................................................................................... Page 8\nHow do I exclude myself from the Settlement Class? ...................................................................... Page 10\nIf I do not exclude myself, can I sue Defendants and the other\n Released Defendant Parties for the same reasons later? ........................................................ Page 10\nDo I have a lawyer in this case? ....................................................................................................... Page 11\nHow will the lawyers be paid? ......................................................................................................... Page 11\nHow do I tell the Court that I do not like something about the\n proposed Settlement? ............................................................................................................... Page 11\nWhat is the difference between objecting and seeking exclusion? .................................................. Page 12\nWhen and where will the Court decide whether to approve the\n Settlement? ................................................................................................................................ Page 12\nDo I have to come to the Settlement Hearing? ................................................................................ Page 12\nMay I speak at the Settlement Hearing? .......................................................................................... Page 13\nWhat happens if I do nothing at all? ................................................................................................. Page 13\nAre there more details about the Settlement? ................................................................................... Page 13\nHow will my claim be calculated? .................................................................................................... Page 13\nSpecial notice to securities brokers and nominees. ........................................................................... Page 16\n\n SUMMARY OF THE NOTICE\nStatement of the Settlement Class\u2019s Recovery\n 1. Plaintiff has entered into the proposed Settlement with the Settling Defendants which, if approved\nby the Court, will resolve the Action in its entirety. Subject to Court approval, Plaintiff, on behalf of the\nSettlement Class, has agreed to settle the Action in exchange for a payment of $4,750,000 in cash and 25\nBitcoins (the \u201cSettlement Amount\u201d), which will be deposited into an interest-bearing Escrow Account\n(the \u201cSettlement Fund\u201d). Based on Plaintiff\u2019s consulting damages expert\u2019s estimate of the number of\n 3\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 13 of 41\n\n\nshares of Stronghold Class A common stock eligible to participate in the Settlement, and assuming that\nall investors eligible to participate in the Settlement do so, it is estimated that the average recovery, before\ndeduction of any Court-approved fees and expenses, such as attorneys\u2019 fees, Litigation Expenses, Taxes,\nand Notice and Administration Expenses, would be approximately $.85 per allegedly damaged share. If\nthe Court approves Lead Counsel\u2019s Fee and Expense Application, and award to Lead Plaintiff (discussed\nbelow), the average recovery would be approximately $.53 per allegedly damaged share. These average\nrecovery amounts are only estimates, and Settlement Class Members may recover more or less than\nthese estimates. A Settlement Class Member\u2019s actual recovery will depend on, for example: (i) the\nnumber of claims submitted; (ii) the amount of the Net Settlement Fund; (iii) when and how many shares\nof Stronghold Class A common stock the Settlement Class Member purchased or acquired on or before\nDecember 20, 2021, pursuant and/or traceable to the Offering Documents; and (iv) whether and when the\nSettlement Class Member sold Stronghold Class A common stock. See the Plan of Allocation beginning\non page 13 for information on the calculation of your Recognized Loss.\nStatement of Potential Outcome of Case if the Action Continued to Be Litigated\n 2. The Settling Defendants and Plaintiff disagree about both liability and damages and do not agree\nabout the amount of damages that would be recoverable if Plaintiff were to prevail on each claim. The\nissues that the Settling Defendants and Plaintiff disagree about include, for example: (i) whether the\nOffering Documents contained untrue statements of material fact or omitted material facts necessary to\nmake the statements in the documents not misleading; (ii) the extent to which external factors, such as\ngeneral market, economic, and industry conditions, influenced the trading prices of Stronghold Class A\ncommon stock at various times; (iii) the appropriate economic models for measuring damages; and (iv)\nwhether class members suffered any damages.\n 3. Settling Defendants have denied and continue to deny any and all allegations of wrongdoing or\nfault asserted in the Action, deny that they have committed any act or omission giving rise to any liability\nor violation of law, and deny that Plaintiff and the Settlement Class have suffered any loss attributable to\ndefendants\u2019 actions or omissions.\nStatement of Attorneys\u2019 Fees and Expenses Sought\n 4. Lead Counsel will apply to the Court for attorneys\u2019 fees from the Settlement Fund in an amount\nnot to exceed one-third of the cash portion of the Settlement Fund or approximately $1,583,333 and one-\nthird of the value of the 25 Bitcoins, plus accrued interest. Lead Counsel will also apply for payment of\nLitigation Expenses incurred in prosecuting the Action in an amount not to exceed $250,000, plus accrued\ninterest; and an award to Lead Plaintiff not to exceed $10,000 pursuant to the PSLRA for the reasonable\ncosts and expenses (including lost wages) of Plaintiff directly related to representation of the Settlement\nClass. If the Court approves Lead Counsel\u2019s Fee and Expense Application, and award to Lead Plaintiff,\nin full, the average amount of fees and expenses is estimated to be approximately $.32 per allegedly\ndamaged share of Stronghold Class A common stock. A copy of the Fee and Expense Application, and\naward to Lead Plaintiff, will be posted on www.strategicclaims.net/Stronghold after it has been filed with\nthe Court.\nReasons for the Settlement\n 5. For Plaintiff, the principal reason for the Settlement is the guaranteed monetary benefit to the\nSettlement Class. This benefit must be compared to the uncertainty of being able to prove the allegations\nin the Complaint; the risk that the Court may grant some or all of the anticipated summary judgment\nmotions to be filed by Settling Defendants; the uncertainty of having a class certified; the uncertainty\ninherent in the parties\u2019 various and competing theories of liability, causation and damages; the uncertainty\nof a greater recovery after a trial and appeals; and the difficulties and delays inherent in complex class\naction litigation.\n\n\n\n 4\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 14 of 41\n\n\n 6. For the Settling Defendants, who deny all allegations of wrongdoing or liability whatsoever and\ndeny that Settlement Class Members were damaged, the principal reasons for entering into the Settlement\nare to end the burden, expense, uncertainty, and risk of further litigation.\nIdentification of Representatives\n 7. Plaintiff and the Settlement Class are represented by Lead Counsel: The Rosen Law Firm, P.A.,\n275 Madison Ave., 40th Floor, New York, NY 10016, www.rosenlegal.com.\n 8. Further information regarding the Action, the Settlement, and this Notice may be obtained by\ncontacting the Claims Administrator: Stronghold Securities Settlement, c/o Strategic Claims Services,\nP.O. Box 230, 600 N. Jackson Street, Suite 205, Media, PA 19063, 1-866-274-4004,\ninfo@strategicclaims.net.\n\n Please Do Not Call the Court with Questions About the Settlement.\n\n BASIC INFORMATION\n 1. What Is this Notice About?\n 9. The Court authorized that this Notice be provided to you because you or someone in your family\nmay have purchased or otherwise acquired Stronghold Class A common stock on or before December 20,\n2021, pursuant and/or traceable to the Offering Documents issued in connection with the Class A common\nstock\u2019s initial public offering in October 2021, and been damaged thereby. Receipt of this Notice or the\nPostcard Notice does not mean that you are a Member of the Settlement Class or that you will be\nentitled to receive a payment. The parties do not have access to your individual investment\ninformation. If you wish to be eligible for a payment, you are required to submit a Claim Form.\nSee Question 8 below.\n 10. The Court authorized that this Notice be provided to Settlement Class Members because they\nhave a right to know about the proposed Settlement of this class action lawsuit, and about all of their\noptions, before the Court decides whether to approve the Settlement.\n 11. The Court in charge of the Action is the United States District Court for the Southern District of\nNew York, and the case is known as Winter v. Stronghold Digital Mining Inc. et al., Case No. 1:22-cv-\n03088-RA (S.D.N.Y.). The Action is assigned to the Honorable Ronie Abrams United States District\nJudge.\n 2. How do I know if I am part of the Settlement Class?\n 12. The Court directed, for the purposes of the proposed Settlement, that everyone who fits the\nfollowing description is a Settlement Class Member and subject to the Settlement unless they are an\nexcluded person (see Question 3 below) or take steps to exclude themselves from the Settlement Class\n(see Question 10 below):\n All persons and entities who or which purchased or otherwise acquired Stronghold\n Class A common stock on or before December 20, 2021, pursuant and/or traceable to\n the Offering Documents issued in connection with the Class A common stock\u2019s initial\n public offering in October 2021, and were damaged thereby.\n 13. If one of your mutual funds purchased or otherwise acquired Stronghold Class A common stock\npursuant and/or traceable to the Offering Documents, that does not make you a Settlement Class Member,\nalthough your mutual fund may be. You are a Settlement Class Member only if you individually\npurchased or otherwise acquired Stronghold Class A common stock in the IPO. Check your investment\nrecords or contact your broker to see if you have any eligible purchases or acquisitions. The parties do\nnot independently have access to your trading information.\n\n\n\n 5\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 15 of 41\n\n\n 3. Are there exceptions to being included?\n 14. Yes. There are some individuals and entities who are excluded from the Settlement Class by\ndefinition. Excluded from the Settlement Class are: (i) Defendants; (ii) Immediate Families of the\nIndividual Defendants; (iii) any person who was an officer, director, or control person of Stronghold or\nthe Underwriter Defendants (at all relevant times, and members of their Immediate Families); (iv)\nStronghold\u2019s employee retirement and/or benefit plan(s) and their participants and/or beneficiaries to the\nextent they purchased or acquired Stronghold Class A common stock through any such plan(s); (v) any\nentity in which any Defendant has or had a controlling interest; and (vi) the legal representatives, heirs,\nsuccessors, or assigns of any such excluded person or entity. However, \u201cInvestment Vehicles\u201d will not\nbe excluded from the Settlement Class. 4\n 15. Also excluded from the Settlement Class will be any person or entity who or which excludes\nthemselves from the Settlement Class by submitting a timely and valid request for exclusion in accordance\nwith the procedures described in Question 10 below.\n 4. Why is this a class action?\n 16. In a class action, one or more persons or entities (in this case, Plaintiff) sue on behalf of people\nand entities who have similar claims. Together, these people and entities are a \u201cclass,\u201d and each is a \u201cclass\nmember.\u201d A class action allows one court to resolve, in a single case, many similar claims that, if brought\nseparately by individual people, might be too small economically to litigate. One court resolves the issues\nfor all class members at the same time, except for those who exclude themselves, or \u201copt-out,\u201d from the\nclass. In this Action, the Court has appointed Allegheny County Employees Retirement System to serve\nas Lead Plaintiff and has appointed The Rosen Law, P.A. Firm to serve as Lead Counsel.\n 5. What is this case about and what has happened so far?\n 17. The operative complaint in the Action is the Amended Class Action Complaint for Violation of\nthe Securities Act of 1933, filed on October 18, 2022 (the \u201cAmended Complaint\u201d) and alleges violations\nof Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the \u201cSecurities Act\u201d) relating to\nStronghold\u2019s initial public offering of 7,690,400 Class A common stock. On October 21, 2021, Stronghold\nfiled its prospectus on Form 424B4 with the SEC, which forms part of the Registration Statement. In the\nInitial Public Offering (\u201cIPO\u201d), the Company sold 7,690,400 shares of Class A common stock at a price\nof $19.00 per share. The Company received net proceeds of approximately $132.5 million from the IPO.\nThe proceeds from the IPO were purportedly to be contributed to Stronghold LLC in exchange for\nStronghold LLC Units, and Stronghold LLC would purportedly use the net proceeds for general corporate\npurposes, including for acquisitions of miners and power generating assets.\n 18. On April 14, 2022, Mark Winter filed a shareholder action against Defendants, alleging violations\nof Section 11 and 15 of the Securities Act of 1933 (\u201cSecurities Act\u201d) relating to Stronghold\u2019s October 21,\n2021 IPO. Dkt. No. 1. By Order dated August 4, 2022, the Court appointed Plaintiff and Gulzar Ahmed\nas Co-Lead Plaintiffs, (\u201cCo-Lead Plaintiffs\u201d) and accordingly, appointed The Rosen Law Firm, P.A. and\nLevi & Korsinsky, LLP as Co-Lead Counsel. Dkt. No. 41.\n 19. On October 18, 2022, Co-Lead Plaintiffs filed their Amended Complaint. Dkt. No. 51.\n 20. On December 19, 2022, the Stronghold Defendants filed a Motion to Dismiss Co-Lead Plaintiffs\u2019\nAmended Complaint. Dkt. No. 54. (\u201cStronghold MTD\u201d) This motion was joined by Defendant Ricardo\nR. A. Larroud\u00e9, on December 19, 2022, Dkt. No. 57, and was fully briefed by March 20, 2023. Dkt. Nos.\n65 (Co-Lead Plaintiffs\u2019 opposition), and 70 (Stronghold Defendants\u2019 Reply) 5.\n\n4\n \u201cInvestment Vehicle\u201d means any investment company or pooled investment fund, including but not limited to,\nmutual fund families, exchange traded funds, fund of funds and hedge funds, in which Defendants, or any of them,\nhave, has or may have a direct or indirect interest, or as to which any of their affiliates may act as an investment\nadvisor, but in which any Defendant alone or together with its, his or her respective affiliates is not a majority owner\nor does not hold a majority beneficial interest.\n5\n On March 20, 2023, Defendant Ricardo R. A. Larroud\u00e9 joined the Stronghold MTD Reply. Dkt. No. 72.\n 6\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 16 of 41\n\n\n 21. Parallel to this, on December 19, 2022, the Underwriter Defendants filed a separate Motion to\nDismiss Co-Lead Plaintiffs\u2019 Amended Complaint (\u201cUnderwriter MTD\u201d), which was fully briefed on\nMarch 20, 2023. Dkt. Nos. 58 (Underwriter MTD), 67 (Co-Lead Plaintiffs\u2019 opposition), and 71\n(Underwriter Defendants\u2019 Reply).\n 22. On August 10, 2023, the Court ruled on both the Underwriter MTD and Stronghold MTD denying\nboth Motions to Dismiss, except as to Plaintiff Gulzar Ahmed\u2019s Section 12(a)(2) claims. Dkt. No. 77.\n 23. On September 8, 2023, the Court issued a Case Management Plan and Scheduling Order saying\nthat Co-Lead Plaintiffs\u2019 motion for class certification was to be filed no later than February 19, 2024, that\nDefendants\u2019 opposition to certification was due no later than June 10, 2024, and Co-Lead Plaintiffs\u2019 reply\nwas due no later than August 19, 2024. Dkt. No. 87.\n 24. Settling Defendants joined this case by filing their answers on October 9, 2023. Dkt. Nos. 89\n(Answer of Stronghold Defendants), 90 (Answer of Ricardo Larroud\u00e9), and 91 (Answer of Underwriting\nDefendants.).\n 25. On January 16, 2024, Gulzar Ahmed filed a motion to withdraw as co-lead plaintiff. Dkt. No. 98.\nThe Court granted the motion to withdraw on January 19, 2024, leaving Plaintiff as the sole Lead Plaintiff\nin the action. Dkt. No. 99.\n 26. On February 19, 2024, Lead Plaintiff moved for class certification and Appointment of Class\nRepresentatives and Class Counsel. Dkt. No. 100. The class certification motion was assigned to\nMagistrate Judge Gary Stein for a report and recommendation. Dkt. No. 103.\n 27. Plaintiff, the Stronghold Defendants, the Underwriter Defendants, and Defendant Ricardo R. A.\nLarroud\u00e9 engaged Greg Danilow of Phillips ADR, a well-respected and experienced mediator, to assist\nthem in exploring a potential negotiated resolution of the claims against Defendants. On March 26, 2024,\ncounsel for Plaintiff, Stronghold Defendants, the Underwriter Defendants, and Defendant Ricardo R. A.\nLarroud\u00e9 met with Mediator Danilow in an attempt to reach a settlement. The mediation involved an\nextended effort to settle the claims and was preceded by the exchange of mediation statements and\nmaterials. While these discussions narrowed the differences between the parties, they did not result in a\nresolution of the Action.\n 28. Between March 26, 2024 and July 18, 2024, Plaintiff and Settling Defendants continued to\nnegotiate at arm\u2019s-length, with the assistance of the Mediator, a resolution of the Action, followed by a\nsecond in-person mediation on July 18, 2024.\n 29. Before agreeing to a settlement, Plaintiff, through Lead Counsel, conducted a thorough\ninvestigation of the claims, defenses, and underlying events and transactions that are the subject of the\nAction. This process included reviewing and analyzing: (i) regulatory filings made by Stronghold with\nthe U.S. Securities and Exchange Commission (\u201cSEC\u201d); (ii) public reports and news articles; (iii) research\nreports by securities and financial analysts; (iv) press releases, transcripts of earnings calls, and other\npublic statements issued by and disseminated by the Company; (v) other publicly available material and\ndata; (vi) consultation with relevant consulting experts; and (vii) the applicable law governing the claims\nand potential defenses.\n 6. What are the reasons for the Settlement?\n 30. The Court did not finally decide in favor of Plaintiff or the Settling Defendants. Instead, both\nsides agreed to a settlement. Plaintiff and Lead Counsel believe that the claims asserted in the Action\nhave merit. They recognize, however, the expense and length of continued proceedings needed to pursue\nthe claims through trial and appeals, as well as the difficulties in establishing liability. Assuming the\nclaims proceeded to trial, the Parties would present factual and expert testimony on each of the disputed\nissues, and there is risk that the Court or jury would resolve these issues unfavorably against Plaintiff and\nthe class. In light of the Settlement and the guaranteed cash recovery to the Settlement Class, Plaintiff\nand Lead Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best\ninterests of the Settlement Class.\n 31. Settling Defendants have denied and continue to deny any and all allegations of fault, liability,\nwrongdoing or damages whatsoever. All of Settling Defendants expressly have denied, and continue to\n\n 7\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 17 of 41\n\n\ndeny, that they have committed any act or omission giving rise to any liability under the Securities Act or\notherwise. Specifically, Settling Defendants expressly have denied and continue to deny, among other\nthings, each and all of the claims alleged in the Action, including, without limitation, any liability arising\nout of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the\nAction or that any alleged misstatements or omissions were made. Settling Defendants also have denied,\nand continue to deny, among other allegations, the allegations that Plaintiff or the Settlement Class have\nsuffered any damages or that Plaintiff or the Settlement Class were harmed by the conduct alleged in the\nAction or that they could have alleged as part of the Action. In addition, Settling Defendants maintain\nthat they have meritorious defenses to all claims alleged in the Action. Nonetheless, Settling Defendants\nhave concluded that continuation of the Action would be protracted and expensive, and have taken into\naccount the uncertainty and risks inherent in any litigation, especially a complex case like this Action.\n\n THE SETTLEMENT BENEFITS\n\n7. What does the Settlement provide?\n 32. In exchange for the Settlement and the release of the Released Plaintiff\u2019s Claims against the\nReleased Defendant Parties (see Question 9 below), the Stronghold Defendants have agreed to cause a\nfour million seven hundred fifty thousand ($4,750,000) cash payment to be made and a fund of 25\nBitcoins, which, along with any interest earned, will be distributed after deduction of Court-awarded\nattorneys\u2019 fees and Litigation Expenses, Notice and Administration Expenses, Taxes, and any other fees\nor expenses approved by the Court (the \u201cNet Settlement Fund\u201d), to Settlement Class Members who submit\nvalid and timely Claim Forms and are found to be eligible to receive a distribution from the Net Settlement\nFund.\n 8. How can I receive a payment?\n 33. To qualify for a payment from the Net Settlement Fund, you must submit a timely and valid Claim\nForm. You may obtain one from the website dedicated to the Settlement:\nwww.strategicclaims.net/Stronghold, or from Lead Counsel\u2019s website: www.rosenlegal.com, or submit a\nclaim online at www.strategicclaims.net/Stronghold. You can also request that a Claim Form be mailed\nto you by calling the Claims Administrator toll-free at 1-866-274-4004.\n 34. Please read the instructions contained in the Claim Form carefully, fill out the Claim Form,\ninclude all the documents the form requests, sign it, and mail or submit it online to the Claims\nAdministrator so that it is postmarked or received no later than April 4, 2025.\n 9. What am I giving up to receive a payment and by staying in the Settlement Class?\n 35. If you are a Settlement Class Member and do not timely and validly exclude yourself from the\nSettlement Class, you will remain in the Settlement Class, and that means that, upon the \u201cEffective Date\u201d\nof the Settlement, you will release all \u201cReleased Plaintiff\u2019s Claims\u201d against the \u201cReleased Defendant\nParties.\u201d All of the Court\u2019s orders about the Settlement, whether favorable or unfavorable, will apply to\nyou and legally bind you.\n (a) \u201cReleased Plaintiff\u2019s Claims\u201d mean any and all claims, including both known claims or\nUnknown claims (as defined below), demands, rights, actions, causes of action, liabilities, damages,\nobligations, judgments, duties, costs, expenses, matters and issues known or unknown, contingent or\nabsolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or\nunmatured, accrued or unaccrued, apparent or unapparent, that have been or could have been, or in the\nfuture can or might be, asserted in any court, tribunal or proceeding, by or on behalf of Plaintiff or any\nputative member of the Class, whether individual, direct, class, derivative, representative, legal, equitable,\nor any other type or in any other capacity against the Released Defendant Parties, which have arisen, could\nhave arisen, or hereinafter may arise, that relate in any manner to the acts, events, facts, matters,\ntransactions, occurrences, statements, representations, or omissions or any other matters that were alleged\nor could have been alleged in the Action, or relate, directly or indirectly, to the Action. For the avoidance\n\n 8\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 18 of 41\n\n\nof doubt, Released Plaintiff\u2019s Claims do not include claims relating to the enforcement of the Settlement\nor any derivative plaintiff in the lawsuit captioned In re Stronghold Digital Mining, Inc. Stockholder\nDerivative Litigation, Lead Case No. 1 :23-cv-07840-RA (S.D.N.Y).\n (b) \u201cReleased Defendant Parties\u201d mean Settling Defendants and each and all of their Related\nParties and Settling Defendants\u2019 Counsel.\n (c) \u201cRelated Parties\u201d mean each of a Settling Defendant\u2019s respective past, present, or future direct\nor indirect parents, subsidiaries, divisions, branches, Controlling Persons, associates, entities, affiliates or\njoint ventures, as well as each of their respective past or present directors, officers, employees, managers,\nmanaging directors, supervisors, contractors, consultants, servants, general partners, limited partners,\npartnerships, members, principals, trusts, trustees, advisors, auditors, accountants, agents, underwriters,\ninsurers, co-insurers, reinsurers, controlling shareholders, attorneys, fiduciaries, financial or investment\nadvisors or consultants, banks or investment bankers, personal or legal representatives, counsel, agents,\npredecessors, predecessors-in- interest, successors, assigns, spouses, heirs, executors, administrators, legal\nor personal representatives of each of them in their capacities as such, related or affiliated entities, anyone\nacting or purporting to act for or on behalf of any of them or their successors, heirs or assigns, any other\nentities in which a Settling Defendant has or had a Controlling Interest, any Immediate Family Member\nof an Individual Defendant, any trust of which any Settling Defendant is the settlor or which is for the\nbenefit of any Settling Defendant and/or member(s) of his or her family, and the legal representatives,\nheirs, successors in interest or assigns of Settling Defendants.\n (d) \u201cUnknown Claims\u201d mean (i) any and all Released Plaintiff\u2019s Claims against Released Defendant\nParties which Plaintiff or any Settlement Class Members do not know or suspect to exist in his, her, or its\nfavor as of the Effective Date which, if known by such party, might have affected such party\u2019s settlement\nwith and release of the Released Defendant Parties, or might have affected such party\u2019s decision not to\nobject to this Settlement and (ii) any and all Released Defendants\u2019 Claims that any Settling Defendant\ndoes not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff\nParties, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to\nthe Settlement, including the decision to object to the terms of the Settlement or to exclude himself, herself,\nor itself from the Settlement Class. With respect to any and all Released Plaintiff\u2019s Claims and Released\nDefendants\u2019 Claims, the Parties stipulate and agree that, by operation of the Judgment or Alternative\nJudgment, upon the Effective Date, Plaintiff and Settling Defendants shall have expressly waived, and\neach other Settlement Class Member shall be deemed to have waived, and by operation of the Judgment\nor Alternative Judgment shall have, to the fullest extent permitted by law, expressly waived and\nrelinquished any and all provisions, rights, and benefits conferred by any law of any state or territory of\nthe United States or foreign law, or principle of common law, which is similar, comparable, or equivalent\nto Cal. Civ. Code \u00a7 1542, which provides:\n A general release does not extend to claims that the creditor or releasing party does\n not know or suspect to exist in his or her favor at the time of executing the release and\n that, if known by him or her, would have materially affected his or her settlement\n with the debtor or released party.\nPlaintiff, other Settlement Class Members, or Settling Defendants may hereafter discover facts, legal\ntheories, or authorities in addition to or different from those which he, she, or it now knows or believes to\nbe true with respect to the subject matter of the Released Plaintiff\u2019s Claims and the Released Defendants\u2019\nClaims, but Plaintiff and Settling Defendants shall expressly, fully, finally, and forever settle and release,\nand each Settlement Class Member shall be deemed to have settled and released, and upon the Effective\nDate and by operation of the Judgment or Alternative Judgment shall have settled and released, fully,\nfinally, and forever, any and all Released Plaintiff\u2019s Claims and Released Defendants\u2019 Claims as\napplicable, without regard to the subsequent discovery or existence of such different or additional facts,\nlegal theories, or authorities. Plaintiff and Settling Defendants acknowledge, and other Settlement Class\nMembers by operation of law shall be deemed to have acknowledged, that the inclusion of \u201cUnknown\nClaims\u201d in the definition of Released Plaintiff\u2019s Claims and Released Defendants\u2019 Claims was separately\nbargained for and was a material element of the Settlement.\n\n 9\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 19 of 41\n\n\n 36. The \u201cEffective Date\u201d will occur when an Order entered by the Court approving the Settlement\nbecomes Final and is not subject to appeal.\n 37. Upon the \u201cEffective Date,\u201d Settling Defendants will also provide a release of any claims against\nPlaintiff and the Settlement Class arising out of or related to the institution, prosecution, or settlement of\nthe claims in the Action.\n\n EXCLUDING YOURSELF FROM THE SETTLEMENT CLASS\n 38. If you want to keep any right you may have to sue or continue to sue Defendants and the other\nReleased Defendant Parties on your own concerning the Released Plaintiff\u2019s Claims, then you must take\nsteps to remove yourself from the Settlement Class. This is called excluding yourself or \u201copting out.\u201d\nPlease note: If you decide to exclude yourself from the Settlement Class, there is a risk that any lawsuit\nyou may file to pursue claims alleged in the Action may be dismissed, including because the suit is not\nfiled within the applicable time periods required for filing suit. Settling Defendants have the option to\nterminate the Settlement if a certain amount of Settlement Class Members request exclusion.\n 10. How do I exclude myself from the Settlement Class?\n 39. To exclude yourself from the Settlement Class, you must mail a signed letter stating that you\nrequest to be \u201cexcluded from the Settlement Class in Winter v. Stronghold Digital Mining Inc. et al., Case\nNo. 1:22-cv-03088-RA (S.D.N.Y.).\u201d You cannot exclude yourself by telephone or e-mail. Each request\nfor exclusion must also: (i) state the name, address, telephone number, and email address (if any) of the\nperson or entity requesting exclusion; (ii) state the number of shares of Stronghold Class A common stock\nthe person or entity purchased or acquired on or before December 20, 2021, pursuant and/or traceable to\nthe IPO, as well as the dates and prices of each purchase, acquisition, and sale of such shares; and (iii) be\nsigned by the person or entity requesting exclusion or an authorized representative. A request for\nexclusion must be mailed so that it is received no later than March 21, 2025, by the Claims\nAdministrator at the following address:\n Stronghold Securities Litigation\n c/o Strategic Claims Services\n P.O. Box 230\n 600 N. Jackson Street, Suite 205\n Media, PA 19063\nYou cannot exclude yourself by telephone or email.\n 40. This information is needed to determine whether you are a member of the Settlement Class. Your\nexclusion request must comply with these requirements in order to be valid.\n 41. If you ask to be excluded, do not submit a Claim Form because you cannot receive any payment\nfrom the Net Settlement Fund. Also, you cannot object to the Settlement because you will not be a\nSettlement Class Member and the Settlement will not affect you. If you submit a valid exclusion request,\nyou will not be legally bound by anything that happens in the Action, and you may be able to sue (or\ncontinue to sue) Defendants and the other Released Defendant Parties in the future.\n11. If I do not exclude myself, can I sue Defendants and the other Released Defendant Parties\n for the same reasons later?\n 42. No. Unless you properly exclude yourself, you will give up any rights to sue Defendants and the\nother Released Defendant Parties for any and all Released Plaintiff\u2019s Claims. If you have a pending\nlawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately.\nYou must exclude yourself from this Settlement Class to continue your own lawsuit. Remember, the\nexclusion deadline is March 21, 2025.\n\n\n\n\n 10\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 20 of 41\n\n\n THE LAWYERS REPRESENTING YOU\n 12. Do I have a lawyer in this case?\n 43. The Rosen Law Firm, P.A. is Lead Counsel in the Action and represents all Settlement Class\nMembers. You will not be separately charged for these lawyers. The Court will determine the amount of\nattorneys\u2019 fees and Litigation Expenses, which will be paid from the Settlement Fund. If you want to be\nrepresented by your own lawyer, you may hire one at your own expense.\n 13. How will the lawyers be paid?\n 44. Plaintiff\u2019s Counsel has been prosecuting the Action on a contingent basis and has not been paid\nfor any of their work. Lead Counsel will seek, on behalf of Plaintiff\u2019s Counsel, an attorneys\u2019 fee award\nof no more than one-third of the cash Settlement Fund, or approximately $1,583,333, and one-third of the\nvalue of 25 Bitcoins, plus accrued interest. Lead Counsel will also seek payment of Litigation Expenses\nincurred in the prosecution of the Action of no more than $250,000, plus accrued interest, and an award\nto Lead Plaintiff not to exceed $10,000. Any attorneys\u2019 fees and expenses, and award to Lead Plaintiff,\napproved by the Court will be paid from the Settlement Fund. Settlement Class Members are not\npersonally liable for any such fees or expenses.\n\n OBJECTING TO THE SETTLEMENT, THE PLAN OF ALLOCATION, OR THE FEE AND\n EXPENSE APPLICATION\n 14. How do I tell the Court that I do not like something about the proposed Settlement?\n 45. If you are a Settlement Class Member, you can object to the Settlement or any of its terms, the\nproposed Plan of Allocation of the Net Settlement Fund, and/or Lead Counsel\u2019s Fee and Expense\nApplication. You may write to the Court about why you think the Court should not approve any or all of\nthe Settlement terms or related relief. If you would like the Court to consider your views, you must file a\nproper objection within the deadline, and according to the following procedures.\n 46. To object, you must send a signed letter stating that you object to the proposed Settlement, the\nPlan of Allocation, and/or the Fee and Expense Application in \u201cWinter v. Stronghold Digital Mining Inc.\net al., Case No. 1:22-cv-03088-RA (S.D.N.Y.).\u201d The objection must also state: (i) the name, address,\ntelephone number, and e-mail address (if any) of the objector and must be signed by the objector; (ii)\ncontain a statement of the Settlement Class Member\u2019s objection or objections and the specific reasons for\nthe objection, including whether it applies only to the objector, to a specific subset of the Settlement Class,\nor to the entire Settlement Class, and any legal and evidentiary support (including witnesses) the\nSettlement Class Member wishes to bring to the Court\u2019s attention; and (iii) include documents sufficient\nto show the objector\u2019s membership in the Settlement Class, including the number of shares of Stronghold\nClass A common stock acquired on or before December 20, 2021, pursuant and/or traceable to the IPO,\nas well as the dates and prices of each such purchase, acquisition, and sale. Unless otherwise ordered by\nthe Court, any Settlement Class Member who does not object in the manner described in this Notice will\nbe deemed to have waived any objection and will be foreclosed from making any objection to the proposed\nSettlement, the Plan of Allocation, and/or Lead Counsel\u2019s Fee and Expense Application. Your objection\nmust be filed with the Court no later than March 21, 2025 and be mailed or delivered to the following\ncounsel so that it is received no later than March 21, 2025:\n\n\n\n\n 11\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 21 of 41\n\n\n Court Lead Counsel Settling Defendants\u2019 Counsel\n Clerk of the Court The Rosen Law Firm, P.A. Tannenbaum Helpern Syracuse\n United States District Court Jonathan Stern, Esq. & Hirschtritt LLP\n Southern District of New York 275 Madison Avenue, 40th Floor Clifford Thau\nThurgood Marshall United States New York, NY 10016 900 Third Avenue\n Courthouse New York, New York 10022\n 40 Foley Square Willkie Farr & Gallagher LLP\n New York, NY 10007 Jeffrey B. Korn\n 787 Seventh Avenue\n New York, New York 10019\n Faegre Drinker Biddle & Reath\n LLP\n Sandra D. Grannum\n 1177 Avenue of the Americas,\n 41st Floor\n New York, New York, 10036\n 47. You do not need to attend the Settlement Hearing to have your written objection considered by\nthe Court. However, any Settlement Class Member who has complied with the procedures described in\nthis Question 14 and below in Question 18 may appear at the Settlement Hearing and be heard, to the\nextent allowed by the Court. An objector may appear in person or arrange, at his, her, or its own expense,\nfor a lawyer to represent him, her, or it at the Settlement Hearing.\n 15. What is the difference between objecting and seeking exclusion?\n 48. Objecting is telling the Court that you do not like something about the proposed Settlement, Plan\nof Allocation, or Lead Counsel\u2019s Fee and Expense Application. You can still recover money from the\nSettlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the\nCourt that you do not want to be part of the Settlement Class. If you exclude yourself from the Settlement\nClass, you have no basis to object because the Settlement and the Action no longer affect you.\n\n THE SETTLEMENT HEARING\n 16. When and where will the Court decide whether to approve the Settlement?\n 49. The Court will hold the Settlement Hearing on April 11, 2025 at 3:00 p.m. in Courtroom 1506\nat the United States District Court for the Southern District of New York, Thurgood Marshall United\nStates Courthouse, 40 Foley Square, New York, NY 10007. At this hearing, the Honorable Ronnie Abrams\nwill consider whether: (i) the Settlement is fair, reasonable, adequate, and should be approved; (ii) the\nPlan of Allocation is fair, reasonable, and adequate and should be approved; and (iii) the application of\nLead Counsel for an award of attorneys\u2019 fees and payment of Litigation Expenses is reasonable and should\nbe approved. The Court will take into consideration any written objections filed in accordance with the\ninstructions in Question 14 above. We do not know how long it will take the Court to make these\ndecisions.\n 50. The Court may change the date and time of the Settlement Hearing, or hold the hearing remotely,\nwithout an individual notice being sent to Settlement Class Members. If you want to attend the hearing,\nyou should check with Lead Counsel beforehand to be sure that the date and/or time has not changed, or\nperiodically check the Settlement website at www.strategicclaims.net/Stronghold to see if the Settlement\nHearing stays as scheduled or is changed.\n 17. Do I have to come to the Settlement Hearing?\n 51. No Lead Counsel will answer any questions the Court may have. But you are welcome to attend\nat your own expense. If you submit a valid and timely objection, the Court will consider it and you do not\n 12\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 22 of 41\n\n\nhave to come to Court to discuss it. You may have your own lawyer attend (at your own expense), but it\nis not required. If you do hire your own lawyer, he or she must file and serve a Notice of Appearance in\nthe manner described in the answer to Question 18 below no later than March 21, 2025.\n 18. May I speak at the Settlement Hearing?\n 52. You may ask the Court for permission to speak at the Settlement Hearing. To do so, you must,\nno later than March 21, 2025, submit a statement that you, or your attorney, intend to appear in \u201cWinter\nv. Stronghold Digital Mining Inc. et al., Case No. 1:22-cv-03088-RA (S.D.N.Y.).\u201d If you intend to present\nevidence at the Settlement Hearing, you must also include in your objections (prepared and submitted\naccording to the answer to Question 14 above) the identities of any witnesses you may wish to call to\ntestify and any exhibits you intend to introduce into evidence at the Settlement Hearing. You may not\nspeak at the Settlement Hearing if you exclude yourself from the Settlement Class or if you have not\nprovided written notice of your intention to speak at the Settlement Hearing in accordance with the\nprocedures described in this Question 18 and Question 14 above.\n\n IF YOU DO NOTHING\n 19. What happens if I do nothing at all?\n 53. If you do nothing and you are a member of the Settlement Class, you will receive no money from\nthis Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part\nof any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released\nPlaintiff\u2019s Claims. To share in the Net Settlement Fund, you must submit a Claim Form (see Question 8\nabove). To start, continue, or be a part of any other lawsuit against Defendants and the other Released\nDefendant Parties concerning the Released Plaintiff\u2019s Claims, you must exclude yourself from the\nSettlement Class (see Question 10 above).\n GETTING MORE INFORMATION\n 20. Are there more details about the Settlement?\n 54. This Notice summarizes the proposed Settlement. More details are contained in the Stipulation.\nYou may review the Stipulation and other documents filed in the case during business hours at the Office\nof the Clerk of the United States District Court, Southern District of New York, Winter v. Stronghold\nDigital Mining Inc. et al., Case No. 1:22-cv-03088-RA (S.D.N.Y.). (Please check the Court\u2019s website,\nwww.nysd.uscourts.gov, for information about Court closures before visiting.) Subscribers to PACER, a\nfee-based service, can also view the papers filed publicly in the Action through the Court\u2019s on-line Case\nManagement/Electronic Case Files System at https://www.pacer.gov.\n 55. You can also get a copy of the Stipulation, and other documents related to the Settlement, as well\nas additional information about the Settlement by visiting the website dedicated to the Settlement,\nwww.strategicclaims.net/Stronghold, or the website of Lead Counsel, www.rosenlegal.com. You may\nalso call the Claims Administrator toll free at 1-866-274-4004 or write to the Claims Administrator at\nStronghold Securities Settlement, c/o Strategic Claims Services P.O. Box 230, 600 N. Jackson Street, Suite\n205, Media, PA 19063. Please do not call the Court with questions about the Settlement.\n\n PLAN OF ALLOCATION OF THE NET SETTLEMENT FUND\n 21. How will my claim be calculated?\n 56. The Plan of Allocation is a matter separate and apart from the proposed Settlement, and any\ndecision by the Court concerning the Plan of Allocation shall not affect the validity or finality of the\nproposed Settlement. The Court may approve the Plan of Allocation with or without modifications agreed\nto among the Parties, or another plan of allocation, without further notice to Settlement Class Members.\nAny orders regarding a modification of the Plan of Allocation will be posted to the Claims Administrator\u2019s\nwebsite, www.strategicclaims.net.\n\n 13\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 23 of 41\n\n\n 57. The $4,750,000 and 25 Bitcoins Settlement Amount and the interest it earns is the Settlement\nFund. The Settlement Fund, after deduction of Court-approved attorneys\u2019 fees and Litigation Expenses,\nNotice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court, is the\nNet Settlement Fund. The Net Settlement Fund will be distributed to members of the Settlement Class\nwho timely submit valid Claim Forms that show a Recognized Loss according to the Plan of Allocation\napproved by the Court (\u201cAuthorized Claimants\u201d). Settlement Class Members who do not timely submit\nvalid Claim Forms will not share in the Net Settlement Fund but will still be bound by the Settlement.\n 58. To design this Plan of Allocation, Lead Counsel conferred with Plaintiff\u2019s consulting damages\nexpert. This Plan is intended to be generally consistent with an assessment of, among other things, the\ndamages that Plaintiff and Lead Counsel believe were recoverable in the Action. The Plan of Allocation,\nhowever, is not a formal damages analysis and the calculations made pursuant to the Plan are not intended\nto be estimates of, nor indicative of, the amounts that Settlement Class Members might have been able to\nrecover after a trial. The calculations pursuant to the Plan of Allocation are also not estimates of the\namounts that will be paid to Authorized Claimants. An individual Settlement Class Member\u2019s recovery\nwill depend on, for example: (i) the total number and value of claims submitted; (ii) when the Claimant\npurchased or acquired Stronghold Class A common stock; and (iii) whether and when the Claimant sold\nhis, her, or its shares of Stronghold Class A common stock. The computations under the Plan of Allocation\nare only a method to weigh the claims of Authorized Claimants against one another for the purposes of\nmaking pro rata allocations of the Net Settlement Fund.\n 59. Claims asserted in the Action under Section 11 of the Securities Act serve as the basis for the\ncalculation of the Recognized Losses in this Plan of Allocation. Section 11 of the Securities Act provides\na statutory formula for the calculation of damages under that provision. The formulas stated below, which\nwere developed by Plaintiff\u2019s consulting damages expert, generally track the statutory formula.\n 60. The Claims Administrator shall determine each Authorized Claimant\u2019s pro rata share of the Net\nSettlement Fund based upon each Authorized Claimant\u2019s Recognized Loss. Please Note: The Recognized\nLoss formula, set forth below, is not intended to be an estimate of the amount of what a Settlement Class\nMember might have been able to recover after a trial, nor is it an estimate of the amount that will be paid\nto Authorized Claimants pursuant to the Settlement. The Recognized Loss formula is the basis upon\nwhich the Net Settlement Fund will be proportionately allocated to the Authorized Claimants. To the\nextent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an\namount equal to the Authorized Claimant\u2019s Recognized Loss and subject to the provisions in the preceding\nparagraph. If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of the\ntotal Recognized Loss of each Authorized Claimant, then each Authorized Claimant shall be paid the\npercentage of the Net Settlement Fund that each Authorized Claimant\u2019s Recognized Loss bears to the total\nRecognized Losses of all Authorized Claimants and subject to the provisions in the preceding paragraph\n(i.e., \u201cpro rata share\u201d). Payment in this manner shall be deemed conclusive against all Authorized\nClaimants. No distribution will be made on a claim where the potential distribution amount is less than\nten dollars ($10.00) in cash.\n 61. If any funds remain in the Net Settlement Fund by reason of uncashed checks, or otherwise, after\nthe Claims Administrator has made reasonable and diligent efforts to have Authorized Claimants who are\nentitled to participate in the distribution of the Net Settlement Fund cash their distribution checks, then\nany balance remaining in the Net Settlement Fund six (6) months after the initial distribution of such funds\nshall be used: (i) first, to pay any amounts mistakenly omitted from the initial distribution to Authorized\nClaimants; (ii) second, to pay any additional Administration Costs incurred in administering the\nSettlement; and (iii) finally, to make a second distribution to Authorized Claimants who cashed their\nchecks from the initial distribution and who would receive at least $10.00 from such second distribution,\nafter payment of the estimated costs or fees to be incurred in administering the Net Settlement Fund and\nin making this second distribution, if such second distribution is economically feasible. If six (6) months\nafter such second distribution, if undertaken, or if such second distribution is not undertaken, any funds\nshall remain in the Net Settlement Fund after the Claims Administrator has made reasonable and diligent\nefforts to have Authorized Claimants who are entitled to participate in this Settlement cash their checks,\n\n 14\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 24 of 41\n\n\nany funds remaining in the Net Settlement Fund shall be donated to Howard University School of Law\nInvestor Justice Clinic, a non-sectarian, not-for-profit charitable organization serving the public interest,\nor such other non-sectarian, not-for-profit charitable organization approved by the Court.\n\n CALCULATION OF RECOGNIZED LOSS AMOUNTS\n 62. For purposes of determining whether a Claimant has a \u201cRecognized Loss,\u201d if a Settlement Class\nMember has more than one purchase/acquisition or sale of Stronghold Class A common stock during the\nperiod from October 21, 2021, the date of Stronghold\u2019s IPO, through December 20, 2021 (the \u201cRelevant\nPeriod\u201d), purchases, acquisitions, and sales of Stronghold Class A common stock pursuant and/or\ntraceable IPO will first be matched on a First In/First Out (\u201cFIFO\u201d) basis. Relevant Period sales will be\nmatched against purchases/acquisitions in chronological order, beginning with the earliest\npurchase/acquisition made during the Relevant Period.\n\n THE BASIS FOR CALCULATING YOUR RECOGNIZED LOSS:\n Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund based on\nhis, her or its Recognized Loss as compared to the total Recognized Losses of all Authorized Claimants.\nRecognized Losses will be calculated as follows:\n For Stronghold Class A common stock purchased or otherwise acquired on or before December\n20, 2021 6, pursuant or traceable to the IPO on or about October 20, 2021, the Recognized Loss shall\nbe calculated as follows:\nA. For shares sold between October 20, 2021 and December 20 2021 inclusive, the Recognized Loss per\n share shall be the lesser of: (1) the inflation per share (as set forth in Inflation Table A below) upon\n purchase 7 less the inflation upon sale (as set forth in Inflation Table A below); or (2) purchase price\n per share (not to exceed the $19 per share IPO price) less the sale price per share.\nB. For shares sold between December 21, 2021 and March 29, 2022. inclusive, the Recognized Loss per\n share shall be the lesser of: (1) the inflation per share upon purchase (as set forth in Inflation Table\n A below) less $3.79 per share 8; or (2) purchase price per share (not to exceed the $19 per share IPO\n price) less the sale price per share.\nC. For shares sold on March 30, 2022, the Recognized Loss per share shall be the lesser of: (1) the\n inflation per share upon purchase (as set forth in Inflation Table A below) less $.83 per share 9; or (2)\n purchase price per share (not to exceed the $19 per share IPO price) less the sale price per share.\nD. For shares held as of the close of trading on March 30, 2022, the Recognized Loss shall be the lesser\n of: (1) the inflation per share (as set forth in Inflation Table A below) upon purchase; or (2) purchase\n price per share (not to exceed the $19 per share IPO price) less $4.84 per share 10.\n Shares purchased after December 20, 2021 have no Recognized Loss.\n INFLATION TABLE A\n Period Inflation\n October 20, 2021 to November 3, 2021, inclusive $11.33 per share\n November 4, 2021 to November 7, 2021, inclusive $6.26 per share\n November 8, 2021 to December 20, 2021, inclusive $3.79 per share\n\n6\n Stronghold Class A common shares were traceable through December 20, 2021, and no longer traceable after\nDecember 20, 2021.\n7\n Only shares purchased on or before December 20, 2021 are eligible shares.\n8\n This represents the estimated inflation between December 21, 2021 and March 29, 2022, inclusive.\n9\n This represents the estimated inflation on March 30, 2022.\n10\n This represents the value of the Class A common stock on the date of suit.\n 15\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 25 of 41\n\n\n ADDITIONAL PROVISIONS OF THE PLAN OF ALLOCATION\n 63. Purchases, acquisitions, and sales of Stronghold Class A common stock will be deemed to have\noccurred on the \u201ccontract\u201d or \u201ctrade\u201d date as opposed to the \u201csettlement,\u201d \u201cpayment,\u201d or \u201csale\u201d date.\n 64. On the Proof of Claim and Release form enclosed with this Notice, you must provide all of your\npurchases and acquisitions of Stronghold Class A common stock during the time period between October\n20, 2021 and March 30, 2022, inclusive.\n 65. The receipt or grant by gift, inheritance or operation of law of Stronghold Class A common stock\nduring the Relevant Period shall not be deemed a purchase, acquisition, or sale of shares of Stronghold\nClass A common stock for the calculation of a Claimant\u2019s Recognized Loss, nor will the receipt or grant\nbe deemed an assignment of any claim relating to the purchase/acquisition of such shares of such\nStronghold Class A common stock, unless (i) the donor or decedent purchased or otherwise acquired such\nshares during the Relevant Period; (ii) no Claim Form was submitted by or on behalf of the donor, on\nbehalf of the decedent, or by anyone else with respect to such shares of Stronghold; and (iii) it is\nspecifically so provided in the instrument of gift or assignment.\n 66. The Recognized Loss Amount on any portion of a purchase or acquisition that matches against\n(or \u201ccovers\u201d) a \u201cshort sale\u201d is zero. The Recognized Loss Amount on a \u201cshort sale\u201d that is not covered by\na purchase or acquisition is also zero. In the event that a Claimant newly establishes a short position\nduring the Relevant Period, the earliest subsequent Relevant Period purchase or acquisition shall be\nmatched against such short position on a FIFO basis and will not be entitled to a recovery.\n 67. Stronghold Class A common stocks are the only security eligible for a recovery under this Plan\nof Allocation. With respect to Stronghold Class A common stock purchased or sold through the exercise\nof an option, the purchase/sale date of such Stronghold Class A common stock is the exercise date of the\noption and the purchase/sale price is the exercise price of the option.\n 68. Settlement Class Members who do not submit acceptable Claim Forms will not share in the\ndistribution of the Net Settlement Fund, however they will nevertheless be bound by the Settlement and\nthe Final Judgment of the Court dismissing this Action, unless they have timely and validly sought\nexclusion.\n 69. Payment pursuant to the Plan of Allocation approved by the Court shall be conclusive against all\nAuthorized Claimants. No person shall have any claim against Defendants, Defendants\u2019 Counsel,\nPlaintiffs, Plaintiffs\u2019 Counsel or the Claims Administrator or other agent designated by Plaintiffs\u2019 Counsel\nbased on the distributions made substantially in accordance with the Stipulation and the Settlement\ncontained therein, the Plan of Allocation, or further orders of the Court. Each Claimant shall be deemed\nto have submitted to the jurisdiction of the Court with respect to the Claimant\u2019s Claim Form. All persons\ninvolved in the review, verification, calculation, tabulation, or any other aspect of the processing of the\nclaims submitted in connection with the Settlement, or otherwise involved in the administration or taxation\nof the Settlement Fund or the Net Settlement Fund shall be released and discharged from any and all\nclaims arising out of such involvement, and all Settlement Class Members, whether or not they are to\nreceive payment from the Net Settlement Fund, will be barred from making any further claim against the\nNet Settlement Fund beyond the amount allocated to them as provided in any distribution orders entered\nby the Court.\n\n SPECIAL NOTICE TO SECURITIES BROKERS AND NOMINEES\n 70. If you purchased or acquired Stronghold Class A common stock on or before December 20, 2021,\npursuant and/or traceable to the Offering Documents issued in connection with Stronghold\u2019s October 2021\nIPO for the beneficial interest of a person or entity other than yourself, the Court has directed that\nWITHIN TEN (10) CALENDAR DAYS OF YOUR RECEIPT OF NOTICE OF THE\nSETTLEMENT, YOU MUST EITHER: (a) WITHIN TEN (10) CALENDAR DAYS, provide a list\nof the names, addresses, and emails of all such beneficial owners to the Claims Administrator and the\nClaims Administrator is ordered to send a Postcard Notice promptly to such identified beneficial owners;\nor (b) WITHIN TEN (10) CALENDAR DAYS of receipt of notice (i) request from the Claims\n\n 16\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 26 of 41\n\n\nAdministrator sufficient copies of the Postcard Notice to forward to all such beneficial owners, and\nWITHIN TEN (10) CALENDAR DAYS of receipt of those Postcard Notices from the Claims\nAdministrator, mail them to all such beneficial owners or (ii) email the Postcard Notice or a link to the\nPostcard Notice to all such beneficial owners. Nominees who elect to send the Postcard Notice to their\nbeneficial owners SHALL ALSO send a statement to the Claims Administrator confirming that the\nPostcard Notice was sent and shall retain their records for use in connection with any further notices that\nmay be provided in the Action. Upon FULL AND TIMELY compliance with these directions, nominees\nmay seek reimbursement of their reasonable out-of-pocket expenses incurred in providing notice to\nbeneficial owners of up to: $0.03 per Postcard Notice, plus postage at the current pre-sort rate used by the\nClaims Administrator, for notices mailed by nominees; $0.03 per Postcard Notice emailed by nominees;\nor $0.03 per mailing record (consisting of name, address, and email address) provided to the Claims\nAdministrator, by providing the Claims Administrator with proper documentation supporting the expenses\nfor which reimbursement is sought. Such properly documented expenses incurred by nominees shall be\npaid from the Settlement Fund, and any unresolved disputes regarding reimbursement of such expenses\nshall be subject to review by the Court.\n 71. All communications concerning the foregoing should be addressed to the Claims Administrator:\n Stronghold Securities Litigation\n c/o Strategic Claims Services\n P.O. Box 230,\n 600 N. Jackson Street, Suite 205\n Media, PA 19063\n\nDated: December 16, 2024 BY ORDER OF THE UNITED STATES\n DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n\n\n 17\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 27 of 41\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n Case No. 1:22-cv-03088-RA\n MARK WINTER, Individually and on Behalf of All\n Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A.\n LARROUD\u00c9, WILLIAM B. SPENCE, B. RILEY\n SECURITIES, INC., COWEN AND COMPANY,\n LLC, TUDOR, PICKERING, HOLT & CO.\n SECURITIES, LLC, D.A. DAVIDSON & CO.,\n COMPASS POINT RESEARCH & TRADING, LLC,\n and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n PROOF OF CLAIM AND RELEASE\nA. GENERAL INSTRUCTIONS\n 1. To recover as a member of the Settlement Class based on your claims in the class action entitled\nWinter v. Stronghold Digital Mining, Inc. et al., Case No. 1:22-cv-03088-RA (S.D.N.Y.) (the \u201cAction\u201d),\nyou must complete and, on page 23 below, sign this Proof of Claim and Release form (\u201cClaim Form\u201d). If\nyou fail to submit a timely and properly addressed (as explained in paragraph 2 below) Claim Form, your\nclaim may be rejected and you may not receive any recovery from the Net Settlement Fund created in\nconnection with the proposed Settlement of the Action. Submission of this Claim Form, however, does\nnot assure that you will share in the proceeds of the Settlement of the Action.\n 2. THIS CLAIM FORM MUST BE SUBMITTED ONLINE AT\nWWW.STRATEGICCLAIMS.NET/STRONGHOLD NO LATER THAN 11:59 P.M. ET ON\nAPRIL 4, 2025, OR, IF MAILED, BE POSTMARKED OR RECEIVED NO LATER THAN APRIL\n4, 2025, ADDRESSED AS FOLLOWS:\n Stronghold Securities Settlement\n c/o Strategic Claims Services\n P.O. Box 230\n 600 N. Jackson Street, Suite 205\n Media, PA 19063\n Fax: (610) 565-7985\n info@strategicclaims.net\n 3. If you are a member of the Settlement Class, and you do not timely request exclusion from the\nSettlement Class, you are bound by the terms of any judgment entered in the Action, including the releases\nprovided therein, WHETHER OR NOT YOU SUBMIT A CLAIM FORM OR RECEIVE A PAYMENT.\n\n\n 18\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 28 of 41\n\n\nRECEIPT OF THIS CLAIM FORM DOES NOT MEAN YOU ARE A MEMBER OF THE\nSETTLEMENT CLASS.\nB. CLAIMANT IDENTIFICATION\n 4. If you purchased or otherwise acquired Stronghold Class A common stock on or before December\n20, 2021, pursuant and/or traceable to the Offering Documents issued in connection with the Class A\ncommon stock initial public offering in October 2021, and held the shares in your name, you are the\nbeneficial purchaser as well as the record purchaser. However, if you purchased or otherwise acquired\nStronghold Class A common stock through a third party, such as a brokerage firm, you are the beneficial\npurchaser and the third party is the record purchaser.\n 5. Use Part I of this form entitled \u201cClaimant Identification\u201d to identify each beneficial owner of\nStronghold Class A common stock whose ownership forms the basis of this claim. THIS CLAIM MUST\nBE FILED BY THE ACTUAL BENEFICIAL OWNER(S) OR THE LEGAL REPRESENTATIVE OF\nSUCH OWNER(S). All joint owners must sign this claim.\n 6. Executors, administrators, guardians, conservators, custodians, trustees, and legal representatives\nmust complete and sign this Claim Form on behalf of persons represented by them and their authority\nmust accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer\nidentification) number and telephone number of the beneficial owner may be used in verifying the claim.\nFailure to provide the foregoing information could delay verification of the claim or result in rejection of\nthe claim.\nC. IDENTIFICATION OF TRANSACTIONS\n 7. Use Part II of this form entitled \u201cSchedule of Transactions in Stronghold Class A common stock\u201d\nto supply all required details of your transaction(s) in Stronghold Class A common stock. If you need\nmore space or additional schedules, attach separate sheets giving all of the required information in\nsubstantially the same form. Sign and print or type your name on each additional sheet.\n 8. On the schedules, provide all of the requested information with respect to your\npurchases/acquisitions and all of your sales of Stronghold Class A common stock from October 20, 2021\nthrough March 30, 2022, whether such transactions resulted in a profit or a loss. You must also provide\nall of the requested information with respect to all of the shares of Stronghold Class A common stock you\nheld at the close of trading on March 30, 2022. Failure to report all such transactions may result in the\nrejection of your claim.\n 9. Copies of broker confirmations or other documentation of your transactions in Stronghold Class\nA common must be attached to your claim. Failure to provide this documentation could delay verification\nof your claim or result in rejection of your claim. THE CLAIMS ADMINISTRATOR AND THE\nPARTIES DO NOT HAVE INFORMATION ABOUT YOUR TRANSACTIONS IN\nSTRONGHOLD CLASS A COMMON STOCK.\n 10. NOTICE REGARDING INSTITUTIONAL FILERS: Representatives with authority to file on\nbehalf of (a) accounts of multiple Settlement Class Members and/or (b) institutional accounts with large\nnumbers of transactions (\u201cRepresentative Filers\u201d) must submit information regarding their transactions in\nan electronic spreadsheet format. (This is different than the online claim portal on the Settlement website.)\nTo obtain the mandatory electronic filing requirements and file layout, you may visit the Settlement\nwebsite at www.strategicclaims.net/Stronghold, or you may email the Claims Administrator\u2019s electronic\nfiling department at efile@strategicclaims.net. Any file not in accordance with the required electronic\nfiling format will be subject to rejection. All Representative Filers MUST also submit a manually\nsigned Claim Form for each Settlement Class Member, as well as proof of authority to file, along with the\nelectronic spreadsheet format. Only one claim should be submitted for each separate legal entity, sub-\naccounts should be rolled up into a parent account if the sub-accounts contain the same tax identification\nnumber, and the complete name of the beneficial owner of the securities must be entered where called for.\n\n\n 19\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 29 of 41\n\n\nNo electronic files will be considered to have been submitted unless the Claims Administrator issues an\nemail to that effect. Do not assume that your file has been received until you receive the confirmation\nemail. If you do not receive such an email within 10 days after your submission, you should contact\nthe electronic filing department at efile@strategicclaims.net to inquire about your file and confirm it\nwas received.\n 11. NOTICE REGARDING ELECTRONIC FILING: Claimants who are not Representative Filers\nmay submit their claims online using the electronic version of the Claim Form hosted at\nwww.strategicclaims.net/Stronghold. If you are not acting as a Representative Filer, you do not need to\ncontact the Claims Administrator before filing. You will receive an automated e-mail confirming receipt\nonce your Claim Form has been submitted. If you are unsure whether you should submit your claim as a\nRepresentative Filer, please contact the Claims Administrator at info@strategicclaims.net or (866) 274-\n4004. If you are not a Representative Filer but your claim contains a large number of transactions, the\nClaims Administrator may request that you also submit an electronic spreadsheet showing your\ntransactions to accompany your Claim Form.\n\n\n\n\n 20\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 30 of 41\n\n STRONGHOLD\n PART I \u2013 CLAIMANT IDENTIFICATION\n\nThe Claims Administrator will use this information for all communications regarding this Claim Form. If\nthis information changes, you MUST notify the Claims Administrator in writing at the address above.\nComplete names of all persons and entities must be provided.\n\n Beneficial Owner Name\n\n\n Co-Beneficial Owner Name\n\n\n Address 1 (Street Name and Number)\n\n\n Address 2 (apartment or unit number)\n\n\n City State ZIP\n\n\n Foreign Province Foreign Country\n\n\n Telephone Number (home) Telephone Number (work)\n\n\n Email Address\n\n\n Account Number (if filing for multiple accounts, file a separate Claim Form for each account)\n\n\n Last Four Digits of Social Security Number (for OR Last Four Digits of Taxpayer Identification Number (for\n individuals): estates, trusts, corporations, etc.):\n\n\nClaimant Account Type (check appropriate box):\n\n\uf06f Individual (includes joint owner accounts) \uf06f Pension Plan\n\uf06f Corporation \uf06f Estate\n\uf06f IRA/401K \uf06f Other ______________ (please specify)\n\uf06f Trust\n\nPART II \u2013 SCHEDULE OF TRANSACTIONS IN STRONGHOLD CLASS A COMMON STOCK\n\n 1. BEGINNING HOLDINGS. \u2013 State the total number of Stronghold Class A common stock Confirm Proof of\n held as of the opening of trading on October 20, 2021. (Must be documented.) If none, write Position\n \u201czero\u201d or \u201c0.\u201d ____________________ (It is unlikely that you will have an opening position Enclosed\n given that the IPO occurred on or about October 20, 2021.) \u25cb\n\n\n\n\n 21\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 31 of 41\n\n STRONGHOLD\n 2. PURCHASES/ACQUISITIONS FROM OCTOBER 20, 2021 THROUGH MARCH 30, 2022 \u2013Separately\n list each and every purchase/acquisition of Stronghold Class A common stock from after the opening of trading on\n October 20, 2021 through and including the close of trading on March 30, 2022. (Must be documented.)\n Date of Purchase/ Number of Shares Purchase/ Total Purchase/ Confirm Proof\n Acquisition Purchased/ Acquisition Acquisition Price of Purchase/\n (List Chronologically) Acquired Price Per Share (excluding taxes, Acquistion\n (Month/Day/Year) commissions, and fees) Enclosed\n / / $ $ \u25cb\n\n / / $ $ \u25cb\n\n / / $ $ \u25cb\n\n / / $ $ \u25cb\n\n 3. SALES FROM OCTOBER 20, 2021 THROUGH MARCH 30, 2022 \u2013 Separately list each IF NONE,\n and every sale of Stronghold Class A common stock from after the opening of trading on October CHECK HERE\n 20, 2021 through and including the close of trading on March 30, 2022. (Must be documented.) \u25cb\n Date of Sale Number of Sale Price Total Sale Price Confirm Proof\n (List Chronologically) Shares Sold Per Share (excluding taxes, of Sale Enclosed\n (Month/Day/Year) commissions, and fees)\n\n / / $ $ \u25cb\n\n / / $ $ \u25cb\n\n / / $ $ \u25cb\n\n / / $ $ \u25cb\n\n 4. HOLDINGS AS OF THE CLOSE OF TRADING ON MARCH 30, 2022 \u2013 State the Confirm Proof of\n total number of Stronghold Class A common stock held as of the close of trading on March Position\n 30, 2022. (Must be documented.) If none, write \u201czero\u201d or \u201c0.\u201d ______________ Enclosed\n \u25cb\n IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PLEASE PHOTOCOPY\n THIS PAGE, WRITE YOUR NAME, AND CHECK THIS BOX:\n\n\n PART III \u2013 SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS\n\nYOU MUST READ AND SIGN THE RELEASE BELOW. FAILURE TO SIGN MAY RESULT\n IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.\n 1. I (We) submit this Claim Form under the terms of the Stipulation and Agreement of Settlement,\ndated November 6, 2024 (the \u201cStipulation\u201d). I (We) also submit to the jurisdiction of the United States\nDistrict Court for the Southern District of New York, with respect to my (our) claim as a Settlement Class\nMember(s) and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I\nam (we are) bound by and subject to the terms of any judgment that may be entered in the Action. I (We)\nagree to furnish additional information to the Claims Administrator to support this claim (including\ntransactions in other Stronghold securities) if requested to do so. I (We) have not submitted any other\nclaim in the Action covering the same transactions in Stronghold Class A common stock during the\nRelevant Period and know of no other person having done so on my (our) behalf.\n 2. I (We) hereby warrant and represent that I am (we are) a Settlement Class Member(s) as defined\nabove, and that I am (we are) not excluded from the Settlement Class.\n\n 22\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 32 of 41\n\n STRONGHOLD\n 3. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and\nforever settle, release, and discharge from the Released Plaintiff\u2019s Claims each and all of the Released\nDefendant Parties, both as defined in the Stipulation. This release shall be of no force or effect unless and\nuntil the Court approves the Settlement and the Settlement becomes effective on the Effective Date (as\ndefined in the Stipulation).\n 4. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to\nassign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other\npart or portion thereof.\n 5. I (We) hereby warrant and represent that I (we) have included the information requested about all\nof my (our) transactions in Stronghold Class A common stock that are the subject of this claim, as well as\nthe opening and closing positions in such securities held by me (us) on the dates requested in this Claim\nForm.\n 6. I (We) certify that I am (we are) not subject to backup withholding under the provisions of Section\n3406(a)(1)(C) of the Internal Revenue Code. (Note: If you have been notified by the Internal Revenue\nService that you are subject to backup withholding, please strike out the prior sentence.)\n\nI (We) declare under penalty of perjury under the laws of the United States of America that all of the\nforegoing information supplied on this Claim Form by the undersigned is true and correct.\n\n\nExecuted this ______ day of _________________, in _____________________, _________________.\n (Month / Year) (City) (State/Country)\n\n\n______________________________________ _______________________________________\nSignature of Claimant Signature of Joint Claimant, if any\n\n\n______________________________________ _______________________________________\nPrint Name of Claimant Print Name of Joint Claimant, if any\n\n\n\n(Capacity of person(s) signing, e.g., Beneficial Owner, Executor or Administrator)\n\n\n ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME.\n THANK YOU FOR YOUR PATIENCE.\n Reminder Checklist:\n 1. Please sign the above release and 7. If you move, please send your new address to:\n acknowledgement.\n Stronghold Securities Litigation\n 2. If this claim is being made on behalf of Joint c/o Strategic Claims Services\n Claimants, then both must sign. P.O. Box 230\n 3. Remember to attach copies of supporting 600 N. Jackson Street, Suite 205\n documentation, if available. Media, PA 19063\n 4. Do not send originals of certificates. info@strategicclaims.net\n 5. Keep a copy of your Claim Form and all 8. Do not use red pen or highlighter on the Claim\n supporting documentation for your records. Form or supporting documentation.\n 6. If you desire an acknowledgment of receipt of\n your Claim Form, please send it Certified Mail,\n Return Receipt Requested.\n\n 23\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 33 of 41\n\n\nStronghold Securities Settlement\nc/o Strategic Claims Services\n600 N. Jackson Street, Suite 205\nMedia, PA 19063\n\nIMPORTANT LEGAL NOTICE \u2013 PLEASE FORWARD\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 34 of 41\n EXHIBIT C\n REQUEST FOR NAMES, EMAILS AND ADDRESSES OF CLASS MEMBERS\n STRATEGIC CLAIMS SERVICES\n 600 N. JACKSON STREET, SUITE 205\n MEDIA, PA 19063\n PHONE: (610) 565-9202 EMAIL: info@strategicclaims.net FAX: (610) 565-7985\n\nJanuary 8, 2025\n\nThis letter is being sent to all entities whose names have been made available to us, or which we believe may know of\npotential Settlement Class Members.\nWe request that you assist us in identifying any individuals/entities who fit the following description:\nALL PERSONS AND ENTITES WHO OR WHICH PURCHASED OR OTHERWISE ACQUIRED STRONGHOLD DIGITAL MINING,\nINC. (\u201cSTRONGHOLD\u201d OR THE \u201cCOMPANY\u201d) CLASS A COMMON STOCK ON OR BEFORE DECEMBER 20, 2021,\nPURUSANT AND/OR TRACEABLE TO THE OFFERING DOCUMENTS ISSUED IN CONNECTION WITH THE CLASS A\nCOMMON STOCK INITIAL PUBLIC OFFERING IN OCTOBER 2021.\nExcluded from the Settlement Class are: (i) Defendants; (ii) Immediate Families of the Individual Defendants; (iii) any person who\nwas an officer, director, or control person of Stronghold or the Underwriter Defendants (at all relevant times, and members of their\nImmediate Families); (iv) Stronghold\u2019s employee retirement and/or benefit plan(s) and their participants and/or beneficiaries to\nthe extent they purchased or acquired Stronghold Class A common stock through any such plan(s); (v) any entity in which any\nDefendant has or had a controlling interest; and (vi) the legal representatives, heirs, successors, or assigns of any such excluded\nperson or entity.\nThe information below may assist you in finding the above requested information.\n\n Stronghold Securities Litigation\n Case No. 1:22-cv-03088-RA Cusip Numbers: 86337R103 & 86337R202\n Exclusion Deadline: March 21, 2025 ISIN: US86337R1032 & US86337R2022\n Objection Deadline: March 21, 2025 Ticker Symbol: SDIG\n Notice to Appear: March 21, 2025\n Claim Filing Deadline: April 4, 2025\n Settlement Hearing: April 11, 2025\n PER COURT ORDER, PLEASE RESPOND WITHIN 10 CALENDAR DAYS FROM THE DATE OF THIS NOTICE.\nPlease comply in one of the following ways:\n 1. If you have no beneficial purchasers/owners, please so advise us in writing; or\n 2. Supply us with names, last known addresses, and email addresses (to the extent known) of your beneficial\n purchasers/owners and we will do the emailing or mailing of the Postcard Notice. Please provide us this information\n electronically. If you are not able to do this, labels will be accepted, but it is important that a hardcopy list also be\n submitted of your clients; or\n 3. Advise us of how many beneficial purchasers/owners you have, and we will supply you with ample postcards to do\n the mailing. After the receipt of the Postcard Notices, you have ten (10) calendar days to mail them; or\n 4. Request links to the Postcard Notice and email either the links or the Postcard Notice to each of your beneficial\n purchasers/owners within ten (10) calendar days after receipt thereof.\nYou can bill us for any reasonable expenses actually incurred and not to exceed:\n \uf0b7 $0.03 per Postcard Notice or link to the Postcard Notice emailed, OR\n \uf0b7 $0.03 per name, address and email address if you are providing us the records, OR\n \uf0b7 $0.03 per name and address, including materials, plus postage at the current pre-sort rate used by the Claims\n Administrator if you are requesting the Postcard Notice and performing the mailing.\nAll invoices must be received within 30 days of this letter.\nYou are on record as having been notified of the legal matter. A copy of the Notice of Pendency of Class Action,\nProposed Settlement, and Motion for Attorneys\u2019 Fees and Expenses and the Proof of Claim and Release Form and\nother important case-related documents are available on our website at www.strategicclaims.net/Stronghold. You can\nalso request a copy via email at info@strategicclaims.net.\nThank you for your prompt response.\nSincerely,\n\nClaims Administrator\nStronghold Securities Litigation\n\n\n PLEASE NOTE \u2013 A COPY OF THE POSTCARD NOTICE IS INCLUDED ON THE REVERSE SIDE OF THIS LETTER\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 35 of 41\n\nStronghold Securities Litigation\nc/o Strategic Claims Services\n600 N Jackson St., Ste. 205\nMedia, PA 19063\n\n\n\n\n Stronghold Securities Settlement\n c/o Strategic Claims Services\n P.O. Box 230\n 600 N. Jackson St., Ste. 205\n Media, PA 19063\n\n\n\n COURT-ORDERED LEGAL NOTICE\n Winter v. Stronghold Digital Mining Inc. et al.,\n Case No. 1:22-cv-03088-RA (S.D.N.Y.).\n\n\n\n\n Your legal rights may be affected by this securities\n class action settlement. You may be eligible for a cash\n payment. Please read this postcard carefully.\n\n For more information, please:\n visit www.strategicclaims.net/Stronghold,\n call: 1-866-274-4004,\n email: info@strategicclaims.net\n\n\n THIS POSTCARD PROVIDES ONLY LIMITED INFORMATION ABOUT THE SETTLEMENT.\n PLEASE VISIT WWW.STRATEGICCLAIMS.NET/STRONGHOLD FOR MORE INFORMATION.\n Plaintiff in the class action Winter v. Stronghold Digital Mining, Inc. et al., Case No. 1:22-cv-03088-RA (S.D.N.Y.) has reached a\n proposed settlement of the claims against Defendants. If approved, the Settlement will resolve a lawsuit in which Plaintiff alleged\n violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. Settling Defendants deny any liability or wrongdoing. You\n received this Postcard Notice because you, or an investment account for which you serve as a custodian, may be a member of the following\n Settlement Class: all persons and entities who or which purchased or otherwise acquired Stronghold Class A common stock on or\n before December 20, 2021, pursuant and/or traceable to the Offering Documents issued in connection with the Class A common\n stock initial public offering in October 2021, and were damaged thereby.\n Pursuant to the Settlement, Settling Defendants will pay $4,750,000 and the dollar value of 25 Bitcoins. This amount, plus accrued\n interest, after deduction of Court-awarded attorneys\u2019 fees and expenses, award to lead Plaintiff, Notice and Administration Expenses, and\n Taxes, will be allocated among Settlement Class Members who submit valid claims, in exchange for the settlement of the Action and the\n release of all claims asserted in the Action and related claims. For additional information regarding the Settlement and procedures, please\n review the full long-form Notice available at the Settlement website, www.strategicclaims.net/Stronghold. Your pro rata share of the\n Settlement proceeds will depend on the number of valid claims submitted, and when you purchased shares of Class A common stock. If\n all Settlement Class Members participate in the Settlement, the estimated average recovery will be $.85 per allegedly damaged share\n before deduction of Court-approved attorneys\u2019 fees, litigation expenses and award to Lead Plaintiff, and approximately $.53 after such\n deductions. Your share of the Settlement proceeds will be determined by the plan of allocation set forth in the Notice, or such other plan\n that may be approved by the Court.\n To qualify for payment, you must submit a timely and valid Claim Form. Receipt of this Postcard does not mean you are\n eligible. The Claim Form can be found at www.strategicclaims.net/Stronghold, or you can request that one be mailed to you. You can\n also submit a claim online via the Settlement website. Claim Forms must be postmarked (if mailed), or submitted online, by April 4,\n 2025. If you do not want to be legally bound by any releases, judgments or orders in the Action, you must exclude yourself from the\n Settlement Class by March 21, 2025. If you exclude yourself, you may be able to sue Defendants about the claims being settled, but you\n cannot get money from the Settlement. If you want to object to any aspect of the Settlement, you must file and serve an objection by\n March 21, 2025. The Notice provides instructions on how to submit a Claim Form, exclude yourself, or object, and you must comply with all\n of the instructions in the Notice.\n The Court will hold a hearing on April 11, 2025 at 3:00 p.m., to consider, among other things, whether to approve the Settlement and a\n request by the lawyers representing the Settlement Class for up to one-third of the Settlement Fund in attorneys\u2019 fees, plus interest, litigation\n expenses of no more than $250,000, plus interest, and a Lead Plaintiff award of no more than $10,000. You may attend the hearing and ask\n to be heard by the Court, but you do not have to.\n\f EXHIBIT D\nCase 1:22-cv-03088-RA-GS\n THIS POSTCARD PROVIDES Document 131-2 Filed\n ONLY LIMITED INFORMATION ABOUT03/07/25 Page 36 of 41\n THE SETTLEMENT.\n PLEASE VISIT WWW.STRATEGICCLAIMS.NET/STRONGHOLD FOR MORE INFORMATION.\n Plaintiff in the class action Winter v. Stronghold Digital Mining, Inc. et al., Case No. 1:22-cv-03088-RA (S.D.N.Y.) has\n reached a proposed settlement of the claims against Defendants. If approved, the Settlement will resolve a lawsuit in which\n Plaintiff alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. Settling Defendants deny any\n liability or wrongdoing. You received this Postcard Notice because you, or an investment account for which you serve as a\n custodian, may be a member of the following Settlement Class: all persons and entities who or which purchased or otherwise\n acquired Stronghold Class A common stock on or before December 20, 2021, pursuant and/or traceable to the\n Offering Documents issued in connection with the Class A common stock initial public offering in October 2021, and\n were damaged thereby.\n Pursuant to the Settlement, Settling Defendants will pay $4,750,000 and the dollar value of 25 Bitcoins. This amount, plus\n accrued interest, after deduction of Court-awarded attorneys\u2019 fees and expenses, award to lead Plaintiff, Notice and\n Administration Expenses, and Taxes, will be allocated among Settlement Class Members who submit valid claims, in\n exchange for the settlement of the Action and the release of all claims asserted in the Action and related claims. For additional\n information regarding the Settlement and procedures, please review the full long-form Notice available at the Settlement\n website, www.strategicclaims.net/Stronghold. Your pro rata share of the Settlement proceeds will depend on the number of\n valid claims submitted, and when you purchased shares of Class A common stock. If all Settlement Class Members\n participate in the Settlement, the estimated average recovery will be $.85 per allegedly damaged share before deduction of\n Court-approved attorneys\u2019 fees, litigation expenses and award to Lead Plaintiff, and approximately $.53 after such deductions.\n Your share of the Settlement proceeds will be determined by the plan of allocation set forth in the Notice, or such other plan\n that may be approved by the Court.\n To qualify for payment, you must submit a timely and valid Claim Form. Receipt of this Postcard does not mean\n you are eligible. The Claim Form can be found at www.strategicclaims.net/Stronghold, or you can request that one be mailed\n to you. You can also submit a claim online via the Settlement website. Claim Forms must be postmarked (if mailed), or\n submitted online, by April 4, 2025. If you do not want to be legally bound by any releases, judgments or orders in the\n Action, you must exclude yourself from the Settlement Class by March 21, 2025. If you exclude yourself, you may be able to\n sue Defendants about the claims being settled, but you cannot get money from the Settlement. If you want to object to any aspect\n of the Settlement, you must file and serve an objection by March 21, 2025. The Notice provides instructions on how to submit\n a Claim Form, exclude yourself, or object, and you must comply with all of the instructions in the Notice.\n The Court will hold a hearing on April 11, 2025 at 3:00 p.m., to consider, among other things, whether to approve the\n Settlement and a request by the lawyers representing the Settlement Class for up to one-third of the Settlement Fund in attorneys\u2019\n fees, plus interest, litigation expenses of no more than $250,000, plus interest, and a Lead Plaintiff award of no more than\n $10,000. You may attend the hearing and ask to be heard by the Court, but you do not have to.\n\f Stronghold\nCase Securities Settlement\n 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 37 of 41\n c/o Strategic Claims Services\n P.O. Box 230\n 600 N. Jackson St., Ste. 205\n Media, PA 19063\n\n\n\n\n COURT-ORDERED LEGAL NOTICE\n Winter v. Stronghold Digital Mining Inc. et al.,\n Case No. 1:22-cv-03088-RA (S.D.N.Y.).\n\n\n\n\n Your legal rights may be affected by this securities\n class action settlement. You may be eligible for a\n cash payment. Please read this postcard carefully.\n\n For more information, please:\n visit www.strategicclaims.net/Stronghold,\n call: 1-866-274-4004,\n email: info@strategicclaims.net\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 38 of 41\n EXHIBIT E\n\nsevans@strategicclaims.net\n\nFrom: phhubs@prnewswire.com\nSent: Monday, January 20, 2025 8:00 AM\nTo: sevans@strategicclaims.net; jbravata@strategicclaims.net\nSubject: PR Newswire: Press Release Distribution Confirmation for The Rosen Law Firm, P.A.. ID#\n 4335388-1-1\n\n\nHello\n\nYour press release was successfully distributed at: 20-Jan-2025 08:00:00 AM ET\n\n\nRelease headline: The Rosen Law Firm, P.A. Announces Proposed Class Action Settlement on Behalf of Purchasers of\nClass A Common Stock of Stronghold Digital Mining, Inc. \u2013 SDIG\nWord Count: 849\nProduct Selections: US1\nVisibility Reports Email\nComplimentary Press Release Optimization\nPR Newswire ID: 4335388-1-1\n\n\n\nView your release:* https://www.prnewswire.com/news-releases/the-rosen-law-firm-pa-announces-proposed-class-action-\nsettlement-on-behalf-of-purchasers-of-class-a-common-stock-of-stronghold-digital-mining-inc--sdig-\n302345990.html?tc=eml_cleartime\n\nThank you for choosing PR Newswire!\n\nRegards,\nYour 24/7 Content Services Team\n888-776-0942\nPRNCS@prnewswire.com\n\nAchieve your communications goals every time you distribute content, with these tips for crafting your next perfect press\nrelease: https://www.prnewswire.com/resources/white-papers/definitive-guide-engaging-press-\nrelease/?utm_medium=email&utm_source=iris&utm_content=content&utm_campaign=2024-prn-distro-confirmation\n\nUS Members, find audience, engagement and other key metrics for your release by accessing your complimentary\nVisibility Reports in the Online Member Center: https://portal.prnewswire.com/Login.aspx\n* If the page link does not load immediately, please refresh and try again after a few minutes.\n* Share Your Feedback: North American customers, please watch for our survey in your inbox tomorrow. Your\ninput matters! Coming soon to other regions.\n\n\n\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 39 of 41\n\n\n\n\n AFFIDAVIT\n\n\n\nSTATE OF NEW JERSEY )\n ) ss:\nCITY OF MONMOUTH JUNCTION, in the COUNTY OF MIDDLESEX )\n\nI, Wayne Sidor, being duly sworn, depose and say that I am the Advertising Clerk\n\nfor the Publisher of Investor's Business Daily, a weekly national newspaper of\n\ngeneral circulation throughout the United States, and that the notice attached to\n\nthis Affidavit has been regularly published in Investor's Business Daily for National\n\ndistribution for\n\n1 insertion(s) on the following date(s): 01/20/2025\n\n\n\n\nADVERTISER: Stronghold Digital Mining, Inc.\nand that the foregoing statements are true and correct to the best of my knowledge.\n\n\n\n\n _____________________________________\n Sworn to\n before me this\n 21st day of\n January 2025\n\n\n\n\n_____________________________________\nNotary Public\n\fCase 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 40 of 41\n\n\n\n\n UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF NEW YORK\n MARK WINTER, Individually and on Behalf of All Others Similarly Situated,\n Plaintiff, Case No.\n v. 1:22-cv-03088-RA\n STRONGHOLD DIGITAL MINING, INC., GREGORY A. BEARD, RICARDO R. A. LARROUD\u00c9,\n WILLIAM B. SPENCE, B. RILEY SECURITIES, INC., COWEN AND COMPANY, LLC, TUDOR,\n PICKERING, HOLT & CO. SECURITIES, LLC, D.A. DAVIDSON & CO., COMPASS POINT\n RESEARCH & TRADING, LLC, and NORTHLAND SECURITIES, INC.,\n Defendants.\n SUMMARY NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT,\n AND MOTION FOR ATTORNEYS\u2019 FEES AND EXPENSES\n To: All persons and entities who or which purchased or otherwise acquired Stronghold Digital Mining, Inc.\n (\u201cStronghold\u201d) Class A common stock on or before December 20, 2021, pursuant and/or traceable to the\n Offering Documents issued in connection with the Class A common stock initial public offering in October\n 2021, and were damaged thereby (the \u201cSettlement Class\u201d)\n YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of\n the United States District Court for the Southern District of New York, that Class Representative Allegheny\n County Employees Retirement System (\u201cPlaintiff\u201d), on behalf of itself and all other members of the Settlement\n Class; and Stronghold Digital Mining, Inc. (\u201cStronghold\u201d), Gregory A. Beard, William B. Spence (together with\n Stronghold, the \u201cStronghold Defendants\u201d), B. Riley Securities, Inc., Cowen and Company, LLC, Tudor, Pickering,\n Holt & Co. Securities, LLC, D.A. Davidson & Co., Compass Point Research & Trading, LLC, and Northland\n Securities, Inc. (collectively, the \u201cUnderwriter Defendants\u201d), and Ricardo R. A. Larroud\u00e9, (together with the\n Underwriter and Stronghold Defendants, the \u201cSettling Defendants\u201d), have reached a proposed settlement of\n the claims in the above-captioned class action (the \u201cAction\u201d) and related claims in the amount of $4,750,000\n and 25 Bitcoins (the \u201cSettlement\u201d).\n A hearing will be held before the Honorable Ronnie Abrams on April 11 2025, at 3:00 p.m. in Courtroom\n 1506 at the United States District Court for the Southern District of New York, Thurgood Marshall United States\n Courthouse, 40 Foley Square, New York, NY 10007 (the \u201cSettlement Hearing\u201d) to determine whether the Court\n should: (i) approve the proposed Settlement as fair, reasonable, and adequate; (ii) dismiss the Action with\n prejudice as provided in the Stipulation and Agreement of Settlement, dated November 6, 2024; (iii) approve\n the proposed Plan of Allocation for distribution of the proceeds of the Settlement (the \u201cNet Settlement Fund\u201d)\n to Settlement Class Members; and (iv) approve Lead Counsel for an award of attorneys\u2019 fees of up to one-third\n plus interest of the Settlement Amount, reimbursement of litigation expenses of not more than $250,000, plus\n interest, and a service payment of no more than $10,000 to Lead Plaintiff. The Court may change the date of\n the Settlement Hearing, or hold it remotely, without providing another notice. You do NOT need to attend the\n Settlement Hearing to receive a distribution from the Net Settlement Fund.\n IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS, YOUR RIGHTS WILL BE AFFECTED BY THE\n PROPOSED SETTLEMENT AND YOU MAY BE ENTITLED TO A MONETARY PAYMENT. If you have not yet\n received a long-form Notice and Claim Form, you may obtain copies by visiting the website for the Settlement,\n www.strategicclaims.net/Stronghold, or by contacting the Claims Administrator at:\n Stronghold Securities Litigation\n c/o Strategic Claims Services\n P.O. Box 230\n 600 N. Jackson Street, Suite 205\n Media, PA 19063\n info@strategicclaims.net\n 866-274-4004\n Inquiries, other than requests for information about the status of a claim, may also be made to Lead Counsel:\n The Rosen Law Firm, P.A.\n Jonathan Stern, Esq.\n 275 Madison Avenue, 40th Floor\n New York, NY 10016\n www.rosenlegal.com\n 212-686-1060\n If you are a Settlement Class Member, to be eligible to share in the distribution of the Net Settlement Fund,\n you must submit a Claim Form postmarked or submitted online no later than April 4, 2025. If you are a\n Settlement Class Member and do not timely submit a valid Claim Form, you will not be eligible to share in the\n distribution of the Net Settlement Fund, but you will nevertheless be bound by all judgments or orders entered\n by the Court, whether favorable or unfavorable.\n If you are a Settlement Class Member and wish to exclude yourself from the Settlement Class, you must\n submit a written request for exclusion in accordance with the instructions in the long-form Notice so that it is\n received no later than March 21, 2025. If you properly exclude yourself from the Settlement Class, you will not\n be bound by any judgments or orders entered by the Court, whether favorable or unfavorable, but you will not be\n eligible to share in the distribution of the Net Settlement Fund.\n Any objections to the proposed Settlement, Lead Counsel\u2019s Fee and Expense Application, and/or the\n proposed Plan of Allocation must be filed with the Court, either by mail or in person, and be mailed to counsel\n for the parties in accordance with the instructions in the long-form Notice, so that they are received no later\n than March 21 2025.\n PLEASE DO NOT CONTACT THE COURT, DEFENDANTS, OR\n DEFENDANTS\u2019 COUNSEL REGARDING THIS NOTICE\n DATED: DECEMBER 16, 2024 BY ORDER OF THE COURT\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\f Case 1:22-cv-03088-RA-GS Document 131-2 Filed 03/07/25 Page 41 of 41\nINVESTORS.COM MUTUAL FUND PERFORMANCE WEEK OF JANUARY 20, 2025 A13\n BIG CAP GROWTH ETF (SPYG) VS SMALL CAP GROWTH ETF (SLYG) GROWTH ETF (IUSG) VS VALUE ETF (IUSV) 36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net\nApple Inc (AAPL) 12.63% NeoGenomics Inc (NEO) 1.35% Apple Inc (AAPL) 11.88% Berkshire Hathaway (BRKB) 2.84%\n Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV\nMicrosoft Corp (MSFT) 10.02% Cleveland-Cliffs Inc (CLF) 1.31% Microsoft Corp (MSFT) 9.42% J P Morgan Chase (JPM) 2.43%\n Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg\nAmazon.com Inc (AMZN) 8.27% Yeti Holdings Inc (YETI) 1.16% Amazon.com Inc (AMZN) 7.78% Walt Disney Company (DIS) 2.06% A+ OTC +1 +7 +15 21.59n -0.16 Hodges Fund\nFacebook Inc Cl A (FB) 3.91% Omnicell Inc (OMCL) 1.14% Facebook Inc Cl A (FB) 3.68% Johnson & Johnson (JNJ) 1.56%\n B Growth +2 -3 +3 26.71 0.04\nTesla Inc (TSLA) 3.19% Brooks Automation (BRKS) 1.13% Tesla Inc (TSLA) 3.00% Verizon Communications (VZ) 1.53% D+ Overseas +2 -5 +4 63.86n 0.72 A- World +2 +0 +4 16.88 -0.02 $ 361 mil 866-811-0224\n A Puritan +1 +2 +8 25.22n -0.02 Frost Family of Fund A+ Hodges +9+10 +12 74.49n 0.82\n 103 160 E Real Estate +0 -6 +2 38.60n 0.81 $ 4.1 bil 877-713-7678 Homestead Funds\n 151\n C+ Sm Cap Disc +4 -2 +6 25.15n 0.10 A+ Gro Eqty +0 +4 +13 15.56 -0.10 $ 2.3 bil 800-258-3030\n 97\n A- Sm Cap Gro +3 +0 +8 34.32n 0.18 C+ Tot Rtn Bd +0 -1 +2 9.68 0.02 A+ Stock Index +1 +2 +11 42.92n -0.09\n 142 B Sm Cap Val +3 +0 +9 21.07n 0.06 A Value +3 +0 +8 52.55n 0.34\n \u2013G\u2013H\u2013I\u2013\n 91\n\n 85 133 A- SrsSmCapOpp+3 -3 +8 15.06n 0.05 Hotchkis and Wiley\n A Stk Sel AC +1 +2 +11 79.90n -0.32 Gabelli Funds $ 3.2 bil 866-493-8637\nWhen the line is heading up, big cap growth funds are outperforming small cap growth funds. When the line is heading up, growth funds are outperforming value funds\n A Stk Sel LCV +2 +0 +8 27.92n 0.16 $ 12.0 bil 800-422-3554 A- Lg Cap Val +4 +1 +8 42.75 0.12\n Feb May Aug 2024 Nov Feb May Aug 2024 Nov B StratDiv&In +2 -2 +6 17.08n 0.11 A- SC Gro +2 -1 +8 46.13 0.27 A- Mid Cap Val +3 -1 +10 56.55 -0.03\n D Tax-FreeBon -1 -1 +2 10.86n 0.02 GAMCO Funds A Sm Cap Val +3 +0 +9 76.23 0.32\nTop Growth Funds Top Growth Funds 36 Mo\t\t\n Performance\n Rating Fund\n YTD 12Wk 5 Yr Net\n % % After Asset NAV\n Chg Chg Tax Rtn Value Chg\n A+ Telecom&Uti +1 -1 +7 33.35n 0.61\n D- Total Bond +0 -1 0 9.39n 0.02\n $ 770 mil 800-422-3554\n A Growth +1 +5 +12 112.26n -0.49\n A Value Opps +3 +2 +10 38.42 0.08\n IFP US Equity Fund\nLast 3 months (all total returns) Last 3 years (all total returns) A+ Trend +2 +7 +15 186.14n -0.49 Gartmore Funds $ 1.3 bil 855-233-0437\n $ 351 bil 877-208-0098 C+ Value Discv +1 -3 +6 36.57n 0.07 $ 1.2 bil 800-848-0920 A+ FranchPrtnr +1 +3 +10 18.95 0.19\n \t\t\tPerformance \t\t\tPerformance B Freedom2055 +1 -1 +7 16.07n 0.03 A- Value Fund +2 +0 +9 13.90n 0.06 A Natnwide +1 +2 +10 31.18 -0.04 Invesco Funds A\n \t\t % Change\t\t Rating\t\t $ Net % Change\t\t Rating\t\t $ Net Fidelity Freedom Funds Pr\nMutual Fund | Last 3 Mo | 36 mos | Assets Mutual Fund | YTD | 3 years | Assets A- Value Strat +2 -1 +9 55.65n 0.24 GE Elfun/S&S $ 127 bil 800-959-4246\n $ 351 bil 877-208-0098 A Worldwide +2 +1 +10 35.65n 0.04 $ 6.0 bil 800-242-0134 A+ Cap Appr +2 +5 +11 85.24 -0.18\nBaron Partners Fund +37 B+ 3.699 bil Kinetics:Paradigm +19 A+ 834.20 mil C- Frdm I 2020 +0 -1 +3 15.83 0.03 Fidelity Select Funds A+ Trusts +1 +1 +13 89.05n -0.12 A Charter +1 +2 +8 20.04 -0.01\nMorg Stan Insight +29 C+ 853.00 mil ProFunds:Semiconduct +1 A+ 383.30 mil C- Frdm I 2025 +0 -1 +4 18.66 0.03 GMO Trust Class IV\n $ 93.6 bil 877-208-0098 A ComstockSlc +3 +2 +7 32.08 0.06\nMorg Stan I:Inc +29 D- 189.80 mil Kinetics:SC Oppty +16 A+ 431.00 mil C Frdm I 2030 +1 -1 +4 20.27 0.03 C+ SelBioTech -3 -15 +3 18.42n -0.11 $ 3.3 bil A Comstock +3 +2 +8 29.55 0.09\nMorg Stan I:Growth +29 C+ 2.276 bil Hennessy:Crnst MdCp +2 A+ 1.147 bil C+ Frdm I 2035 +1 -1 +5 23.48 0.04 A+ SelBrkg&IM +3 +6 +16 186.65n 2.39 A- Intl Equity +0 +0 +5 24.85 0.03 B DiscvryMCG +4 +5 +7 29.15 0.29\n B Frdm I 2040 +1 -1 +6 24.81 0.03 A SelCnsmrDsc +1+13 +10 68.91n -0.34 GMO Trust Class VI A- Div Inc +2 -1 +5 26.07 0.09\nKinetics:Paradigm +28 A+ 834.20 mil Hennessy:Crnst Gro +4 A+ 385.40 mil\n B+ Frdm I 2045 +1 -1 +7 26.16 0.04 A SelCnst&Hou +5 -4 +14 124.46n 1.05 $ 3.5 bil A- Dvsfd Div +3 +1 +5 18.29 0.08\nTransam:Cap Growth +26 C- 480.60 mil Fidelity New Millennium +2 A+ 5.082 bil B+ Frdm I 2050 +1 -1 +7 26.20 0.03 A+ SelCommServ+2 +8 +12 113.02n -0.91 A+ Quality +1 +0 +11 32.95 0.01 A+ Energy +8 +4 +8 30.79 0.11\nMorg Stan I:Disc +22 D- 495.30 mil Federtd Hrms MDTLC +1 A+ 1.696 bil B+ Frdm I 2055 +1 -1 +7 21.56 0.02 A+ Sel Defense +3 -2 +5 18.82n 0.17 Goldman B Eq & Income +2 +1 +5 10.65 0.03\nKinetics:SC Oppty +20 A+ 431.00 mil Loomis Sayles:Gro 0 A+ 13.56 bil B+ Frdm I 2060 +1 -1 +7 18.28 0.02 A+ Sel Energy +8 +4 +10 61.28n 0.21 $ 15.3 bil 800-621-2550 B+ Eq-Wtd 500 +2 -1 +7 73.21 0.58\nBaron Focused Gro +16 A 1.148 bil Fidelity BlueChp G;Series +1 A+ 12.463 bil Fidelity Funds K6 A SelEnv&AltE +3 +4 +9 40.74n 0.12 D DynMuniInc +0 -1 +2 15.21 0.02 B Global Fd +1 +2 +6 94.88 0.21\n $ 1434 bil 800-544-6666 C+ Sel Health +2 -6 +4 27.83n -0.11 E Emg Mkts -1 -6 +1 23.00 0.06 A- Gr & Income +3 +2 +7 22.02 0.09\nFidelity Sel Cnsmr Dsc +13 A 545.00 mil Federated Hrms MDT MG +4 A+ 1.515 bil\n A Puritan +2 +2 +9 16.42 -0.01 A+ SelIndustrl +5 +1 +9 42.68n 0.47 A- Equity Inc +2 +0 +6 46.69 0.26 E HY Mun -1 -2 +1 8.45 0.01\nFidelity Adv Cns Dis +13 A 240.40 mil Federated Hrms MDT AC +2 A+ 963.00 mil Fidelity Funds O A+ SelInsuranc +2 -2 +11 92.17n 1.42 D Hi Yld Mun -1 -1 +2 9.20 0.02 A+ Main SAC +2 +3 +10 27.19 -0.06\nVanguard Cnsmr Dis +13 A- 699.90 mil Fidelity Trend +2 A+ 4.084 bil $ 1094 bil 877-208-0098 C+ Sel IT Svcs +1 +5 +5 61.07n 0.30 A+ LC Gro Ins +0 +5 +12 33.94 -0.29 A Main St MC +4 +4 +6 29.94 0.29\nBaron Opportunity +12 A+ 753.70 mil Fidelity Sel Industrls +5 A+ 697.40 mil A+ Cap Dev +3 +3 +12 24.63n -0.04 A+ Sel Leisure -1 +1 +10 20.38n 0.07 A Lrg Cp Core +2 +3 +9 32.80 -0.02 A Main Street +1 +1 +8 58.77 -0.12\nBaron Fifth Ave Gro +12 A 552.00 mil Alger:Capital Apprec +2 A+ 1.076 bil A+ Dvs Stk +2 +3 +13 36.64n -0.08 D- SelMdTch&Dv+5 +4 +5 65.32n 0.79 A- Mid Cap Gro +4 +9 +9 22.04 0.21 D- Muni Income -1 -1 +1 11.85 0.02\n Fidelity Funds S A+ Sel Nat Res +5 -5 +9 43.60n -0.14 A+ Tech Oppty +1 +9 +12 28.40 -0.06 A Rising Div +1 +0 +8 24.72 0.02\nFederated Hrms MDT MG +12 A+ 1.515 bil Alger Inst:Cap App +2 A+ 1.134 bil $ 1094 bil 877-208-0098 A Sel Pharm -1 -15 +7 25.07n 0.17 A US Eqty Ins +1 +2 +9 63.11 -0.24 D- RO Muni Opp -1 -1 +2 6.77 0.02\nAlger:Capital Apprec +12 A+ 1.076 bil Marsico Inv Fd:Foc +1 A+ 887.70 mil A- Stk Sel SC +3 -3 +9 38.41n 0.14 GoodHaven Fds\n A- SelRetailin +2 +7 +10 20.84n 0.06 E Ro NY Mun -1 -3 +1 14.86 0.02\nAlger Inst:Cap App +12 A+ 1.134 bil Fidelity Gro Co;Series 0 A+ 18.107 bil Fidelity Funds Series A+ Sel Semicnd +3 +2 +25 34.34n -0.04 $ 322 mil 855-654-6639 A S&P 500 Idx +1 +2 +10 62.48 -0.13\nAmer Cent:Foc DG +11 A+ 853.40 mil Virtus:Sil LC Gro 0 A+ 139.70 mil $ 1434 bil 800-544-8544 A SelSW&ITSvc +0 +7 +12 27.41n 0.06 A+ Fund +3 +1 +12 50.76n 0.13 A+ SC Value +4 +5 +14 24.48 0.09\nBaron Global Advtg +11 E 402.60 mil Fidelity Adv Inds +5 A+ 309.70 mil C 0-5YrInPBdI +1 +1 9.71 0.01 A SelTechHard +2 +2 +12 109.94n -0.13 Gotham A- Senior Flt +0 +2 +2 6.60 0.00\n E 5+YrInfPBdI +0 -3 7.39 0.02 A+ SelTechnlgy -1 +4 +17 36.62n -0.49 $ 2.2 bil 877-974-6852 A- Sm Cap Eqty +5 +4 +7 15.28 0.09\nAlger II:Spectra +11 A+ 1.401 bil Virtus:Silvant FG 0 A+ 863.80 mil A+ All-Sctr +1 +3 +12 12.69 -0.02 A SelTranspor +5 +2 +8 109.58n 1.34 A+ AbsoluteRtn +2 -1 +8 20.16 0.00 A+ SP MLP Al +7+15 +11 9.06 0.11\nVirtus:Zeven Inn GrSt +11 B+ 397.90 mil Gotham Index Plus +3 A+ 933.90 mil A+ BlueChp G +1 +8 +17 19.95n -0.16 A+ SelUtilitie +3 +0 +7 124.90n 2.93 A+ EnhancedRtn +3 -1 12.68 0.00 A+ SP MLP In +6+12 +10 6.25 0.06\nHodges +11 A+ 207.00 mil BNYM Large Cp Securities +3 A+ 2.537 bil E EM Oppty +0 -6 +1 18.29 0.03 Fiera Capital A+ Index Plus +3 +2 +12 28.42 -0.09 A+ Tech +2+10 +10 63.13 0.05\nBNYM Small/Mid Cap Gro +10 D 597.80 mil Fidelity Contrafund +2 A+ 142.527 bil D+ GlEXUSIdx +1 -5 +3 14.28 0.06 $ 1.9 bil 800-624-6782 Green Century Invesco Funds P\n A+ Gro Co +0 +5 +18 23.98 -0.21 A- CpUSELTQl +1 -3 +11 19.14 0.06 $ 1.3 bil 800-221-5519 $ 3.1 bil 800-959-4246\nLord Abbett Gro Opp +10 B 408.30 mil Fidelity Blue Chip Gr 0 A+ 66.202 bil\n D- Int DvMk BI -1 -1 8.60 0.02 First Eagle Funds A Equity +1 +1 +11 91.52n -0.15 A+ Summit +1 +6 +11 30.23 -0.14\nColumbia:Sel MCG +10 A 881.40 mil Oberweis:Micro-Cap +2 A+ 364.80 mil C Intl Gro +3 -1 +5 17.96 0.27 $ 18.7 bil 800-334-2143 Guggenheim Funds Tru Invesco Funds Y\n 36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net D- Intl SC -1 -3 +4 16.08 0.15 B+ Global +2 -4 +5 68.04 0.34 $ 35.4 bil 800-820-0888 $ 27.6 bil 800-959-4246\nU.S. Stock Fund Cash Position High (11/00) 6.2% Low (6/24) 1.42% Performance % % After Asset NAV Performance % % After Asset NAV B+ Intl Val +2 -5 +6 12.11 0.06 A Gold +7 -7 +4 27.07 -0.17 A- FR Strat +0 +2 +3 24.27 0.00 E Dev Mkt +0 -7 -1.0 38.06 0.15\n Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg D- Inv Gd Bd +0 -1 0 9.87 0.03\n23-Apr 2.22% 23-Oct 1.94% 24-Apr 1.44% A US Value +2 -2 +7 21.64 0.04 A Lg Core +1 +2 +8 20.85 -0.06 B+ Discovery +4 +3 +9 126.20 1.29\n E RealEstateI +1 -6 +1 16.22n 0.33 $ 396 mil 877-208-0098 A- Lrg Cap Val +3 -1 +6 16.77 0.11 FMI Funds C+ Macro Op +0 +1 +2 24.70 0.02 E OppenItlGro +1 -6 +3 31.88 0.40\n23-May 2.05% 23-Nov 1.87% 24-May 1.47% E SAIEMIndex +0 -6 +1 13.49 0.01 A- SS MC +4 +2 +7 46.76n 0.44 Fidelity Invest Funds $ 3.0 bil 800-811-5311 E TR Bd +0 -1 0 23.42 0.06 A+ SP MLP Sl +7+14 +11 10.20 0.14\n23-Jun 1.98% 23-Dec 1.64% 24-Jun 1.42% D+ SAIEMLVIdx -1 -5 +3 10.89 -0.04 Fidelity Adv Funds A $ 1094 bil 800-544-6666 A+ CommonStock+4+0 +10 38.32n 0.23 GuideMark Funds Ivy Funds\n C- SAIEMValIdx +0 -5 13.06 0.00 $ 35.9 bil 877-208-0098 D+ AssetMgr20%+0 -1 +2 13.60n 0.02 FPA Funds $ 1.2 bil 888-278-5809 $ 32.7 bil 800 523-1918\n23-Jul 1.83% 24-Jan 1.63% 24-Jul 1.46% C- SAIInfltnFo +7 +9 +3 91.32 -0.41 A Cns Dis +1+13 +9 47.70 -0.23 C AssetMgr50%+1 -1 +4 20.59n 0.03 $ 21.7 bil 800-982-4372 A Lg Cap Core +1 +2 +11 33.20n -0.05 A- BalancedFun +1 +0 +5 23.87 0.04\n23-Aug 1.79% 24-Feb 1.54% 24-Aug 1.47% B- SAIIntValId +1 -3 +3 9.48 0.01 A+ Div Gro +3 +3 +8 22.23 0.02 C+ AssetMgr60%+1 -1 +5 15.62n 0.02 C+ New Income +0 +0 +1 9.79 0.01 GuideStone Funds A+ Core Equity +2 +1 +10 17.42 0.03\n C SAIIntlInde +1 -5 +3 13.85 0.09 A- Eq Inc +2 -3 +6 33.05 0.11 C+ AssetMgr70%+1 -1 +6 27.56n 0.03 FPA Funds Trust $ 18.4 bil 888-473-8637 A- Glbl Growth +2 +0 +6 35.90 0.18\n23-Sep 1.87% 24-Mar 1.53% 24-Sep 1.45%\n D+ SAIItlLowVo +0 -7 +1 10.80 0.05 A+ Gr&Inc +3 +1 +9 42.01 0.01 B AssetMgr85%+1 -1 +7 26.73n 0.04 $ 21.7 bil 800-982-4372 A+ Eqty Idx +1 +2 +11 59.08 -0.14 A+ LargeCapGro +0 +2 +13 40.25 -0.18\n36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net B SAILowDurIn +0 +1 10.10 0.01 A+ Inds +5 +1 +8 47.90 0.53 A- Balanced +1 +1 +8 29.77n -0.05 A Crescent +1 +1 +8 40.60 0.08 A Gro Eqty +0 +4 +11 26.53n -0.21 D- MidCapGrowt +3 -1 +7 30.24 0.26\nPerformance % % After Asset NAV Performance % % After Asset NAV E SAI LT TBI +0 -6 -5.0 6.67 0.02 A+ Lg Cap +3 +3 +10 48.99 -0.08 A+ BlueChipGr +0 +7 +17 228.28n -1.9 Franklin Allocation A E MD Bd +0 -1 -1.0 12.52 0.03 A+ Science&Tec +4 +4 +9 53.10 0.07\nRating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg D SAIMuniInc -1 -1 +1 9.78 0.02 A MCV +3 +0 +7 30.29 0.19 A+ Cap App +2 +2 +13 43.12n -0.06 A- Val Eqty +3 +0 +7 19.27 0.13\n $ 77.3 bil 800-632-2301\nA+ TMG1.0 +1 +2 +12 2611.88n -6.6 Federated Hermes IS C SAIShortTmB +0 +1 9.69 0.01 A- Mid Cp2 +4 +2 +7 24.06 0.18 B+ Capital&Inc +2 +2 +4 10.29n 0.03 A- Coreflo +2 -1 +6 23.52 0.02 Harbor Funds \u2013J\u2013K\u2013L\u2013\nA+ TMG1.1 +1 +2 +11 117.43 -0.30 $ 21.1 bil 800-341-7400 D SAITax-Free -1 -1 +1 9.95 0.02 A+ Semicnd +3 +3 +23 84.38 -0.05 A+ Contrafund +2 +4 +14 21.43n -0.09 B Glbl Al +1 +0 +3 15.75 -0.01 $ 27.2 bil 800-422-1050 Janus Henderson A\nA+ TMG1.2 +1 +2 +10 53.05 -0.13 A KaufLrgCap +2 +4 +8 18.70 -0.02 D- SAITotalBd +0 -1 0 8.90 0.02 A- SS MC +4 +2 +6 43.48 0.41 A+ Discpln Eq +2 +2 +12 68.43n -0.17 Franklin Multi Asset A A+ Cap Apprec +0 +5 +14 114.00 -0.74 $ 31.2 bil 877-335-2687\nEaton Vance Funds I D Kauf Sm Cap +2 +0 +4 50.15 0.49 A+ SAIUSLCIdx +1 +2 +11 23.47 -0.05 A Stk Sl AC +1 +2 +9 79.42 -0.31 A+ Dividend Gr +4 +3 +9 39.56n 0.03 $ 2.1 bil 877-721-1926 D+ Internatl +0 -6 +3 44.38 0.31 A Forty +1 +1 +11 53.51 -0.20\n$ 22.4 bil 800-262-1122 A+ MDT MG +4+12 +12 64.41 0.64 A SAIUSLowVol +0 -4 +8 21.52 0.04 Fidelity Adv Funds I D Dvsd Intl +2 -4 +4 42.93n 0.39 A- MA Growth +1 +1 +5 17.72 0.01 A- Mid Cap Val +3 -1 +7 26.54 0.12 Janus Henderson C\nA AC SMID +3 -2 +8 42.63 0.36 B+ StratValDiv +2 -3 +5 6.01 0.04 A+ SAIUSMoment+3 +2 +11 17.15 0.06 $ 74.1 bil 877-208-0098 E Emerg Mkts +0 -5 +3 38.24n 0.14 Franklin Mutual A A- Sm Cap Val +3 +0 +6 43.90 0.05 $ 31.2 bil 877-335-2687\nA- Flt Rt +0 +2 +3 8.39 0.00 Federated Hermes R A+ SAIUSQualId +1 +0 +12 21.42 0.01 A+ Energy +8 +4 +10 50.38 0.18 A- EqtyDivInc +2 -3 +7 28.65n 0.10 $ 18.6 bil 800-632-2301 Harding Loevner B- Balanced +0 +0 +6 45.15 0.00\nB- Inc Bstn +0 +1 +2 5.20 0.00 $ 4.2 bil 800-341-7400 E SAIUSTrsBd +0 -2 -1.0 8.62 0.02 A+ Eq Gro +2 +2 +15 23.72 -0.06 A Equity-Inc +3 -2 +8 75.55n 0.32 B+ MutGlbDisc +2 -2 +4 28.37 0.23 $ 10.8 bil 877-435-8105 Janus Henderson S\nD Nat Mu I -1 -1 +2 9.12 0.01 C- Kauf +2 +0 +3 5.66 0.04 A SAIUSValInd +3 +0 +7 12.16 -0.02 E Fcsd EM +0 -7 +3 30.80 -0.10 A- FloatRateHI +0 +2 +3 9.29n -0.01 B+ Mut Shares +3 -1 +3 25.17 0.15 E IE +1 -5 +3 24.71 0.13 $ 31.2 bil 877-335-2687\nEdgewood Growth Institutional Federated Hermes Svc D+ ShTermBondI +0 +0 +1 9.86n 0.01 A- Float +0 +2 +3 9.28 -0.01 A+ Focused Stk +3 +2 +13 39.05n -0.06 Franklin Tax Free A1 Hartford Funds A A- Enterprise +2 +1 +7 135.05 1.00\n$ 20.3 bil 800-791-4226 $ 685 mil 800-341-7400 D+ ShTrTrsBdId +0 +0 0 10.16n 0.01 A+ Gr Opp +2 +6 +15 201.26 -0.78 A FR High Inc +0 +2 +4 9.00 0.00 $ 59.0 bil 800-632-2301 $ 34.9 bil 888-843-7824 JHF III DispVal\nC+ Growth +1 +1 +9 44.72 0.22 A- Mid Cap Id +3 +1 +7 15.95 0.12 C+ SmallCapInd +2 +0 +6 28.14n 0.04 C Hlth +2 -6 +4 64.15 -0.20 A+ Fund +2 +2 +13 96.66n -0.25 D- CA TF Inc -1 -2 +1 6.75 0.00 C- Bal Income +1 -2 +2 14.33 0.06 $ 39.4 bil 888-972-8696\n Federated Hrms MDT MN E SrsBondIdx +0 -2 -1.0 8.85 0.02 C+ Intl CA +1 -3 +5 32.35 0.36 D- GNMA +0 -2 -1.0 9.97n 0.03 D- Fed TF Inc -1 -1 +1 10.72 0.02 A- Cap Appr +1 +1 +7 43.02 -0.07 A Ds Val +3 +0 +8 23.19 0.13\n \u2013F\u2013 $ 21.1 bil 800-341-7400 E SrsEmergMkt +0 -7 0 8.66 0.00 C- Intl Gr +3 -1 +4 20.48 0.30 A+ Gro & Inc +3 +1 +10 63.50n 0.01 D- Hi Yld -1 -1 +2 8.87 0.02 A Core Equity +1 +1 +9 52.96 -0.17 A- DVMC +3 -1 +8 27.82 0.20\nFairholme A+ Hrms MDT MN+1 +2 20.48 0.04 E SrsLgTmTrs +0 -6 -4.0 5.28 0.02 E Inv Grd +0 -2 0 7.08 0.01 A+ Gro Company +0 +5 +18 40.35n -0.35 Franklin Templeton A A- Div & Gro +2 -2 +7 33.97 0.06 JHITFunLgCpCorFd\n$ 1.4 bil 866-202-2263 Fidelity Funds A SrsTotMkIdx +1 +2 +11 19.45 -0.02 A+ MgCpStk +2 +3 +12 26.30 -0.05 A+ GroDiscover +2 +2 +15 62.61n -0.16 $ 77.3 bil 800-632-2301 A- Equity Inc +3 -2 +6 20.42 0.18 $ 3.3 bil 800-225-5291\nA+ Focused Inc +3 +7 +6 14.17n 0.04 $ 1434 bil 877-208-0098 D+ TotalIntlId +1 -5 +3 13.50n 0.05 A+ New Ins +2 +4 +12 44.52 -0.12 A+ Gro Strat +5 +7 +10 69.57n 0.73 A Dyna +1 +6 +11 177.13 -0.68 A+ Growth Opps +0 +6 +12 59.87 -0.39 A HancockFdmn+1 +3 +10 67.59 0.08\nFAM Dividend Focus C- Overseas +2 -4 +5 13.72 0.16 A TotalMarket +1 +2 +11 163.36n -0.16 A- SC Gro +3 +0 +8 34.42 0.18 C+ High Income +1 +1 +1 7.90n 0.01 A- Gro +1 -1 +9 135.07 -0.06 A- MidCap Val +3 +0 +5 16.00 0.15 John Hancock\n$ 826 mil 800-932-3271 A+ 500IndexFun +1 +2 +11 206.23n -0.44 E USBondIndex +0 -2 -1.0 10.20n 0.02 A- Stk SSC +3 -3 +9 38.62 0.14 D Int Bond +0 -1 0 10.07n 0.01 A Global Eq +2 +2 +9 24.83 0.01 D MidCap +4 +3 +3 26.06 0.26 $ 26.2 bil 800-225-5291\nA- DividendFoc +3 -3 +8 57.40n 0.70 E EmergMktsId +0 -6 +1 10.43n 0.01 A+ USSustainId +1 +2 +12 26.25n -0.03 C- Str In +1 +0 +1 11.64 0.03 D IntMuniInc +0 -1 +1 10.01n 0.01 A Eq Inc +3 -1 +6 32.15 0.20 Hartford Funds I E HancockBond+0 -2 0 13.31 0.03\nFAM Value B+ ExtendedMkt +3 +5 +8 93.87n 0.58 B ZEROExtMktI +3 +2 +7 14.00n 0.09 D- Tot Bd +0 -1 0 9.38 0.02 C+ IntlCapApp +1 -3 +5 27.92n 0.31 A- Float +0 +2 +2 7.66 0.00 $ 27.2 bil 888-843-7824 A+ Cap Ap +0 +5 +14 15.41 -0.08\n$ 1.8 bil 800-932-3271 A+ Flex500Inde +1 +2 +11 25.34 -0.05 D+ ZEROIntlInd +1 -5 +3 11.42n 0.05 A- Val Str +2 -1 +9 50.41 0.22 D IntlDiscvry +1 -4 +4 48.49n 0.39 C- Mgd Inc +1 -3 +2 12.42 0.04 B Intl Value +1 -5 +5 17.81 0.02 A- FltRtI +1 +2 +3 7.68 0.00\nA- Value +3 +2 +7 101.95n 0.74 D+ FlexIntlInd +1 -5 +3 13.03 0.05 A+ ZEROLrgCapI +1 +2 +12 21.15n -0.04 Fidelity Freedom Funds E InvGradeBon +0 -2 0 7.07n 0.01 E Ttl Rrtn +0 -2 -1.0 8.19 0.01 E Schr EM E +0 -5 +1 16.66 0.03 A- GlSYd +2 -3 +5 11.63 0.08\nFederated Hermes A- FlexMidCapI +3 +2 +8 19.36 0.18 A ZEROTotMktI +1 +2 +11 20.63n -0.02 $ 351 bil 877-208-0098 A+ LargeCapSto +3 +3 +11 56.03n -0.09 B+ Ris Dv +1 -2 +7 90.29 0.43 C- SchrIntlStk +1 -3 +6 17.88 0.17 E IntG +0 -2 +3 27.20 0.12\n$ 6.0 bil 800-341-7400 E FlexUSBondI +0 -2 -1.0 8.96 0.02 Fidelity Adv Focus Funds A D+ Freedom2010 +0 -1 +2 13.99n 0.03 B+ Low-PrcdStk +2 -3 +7 41.49n 0.10 A Gr Op +1 +1 +10 49.05 -0.19 A- SchrUSMCO +2 +2 +7 19.79 0.14 John Hancock Class 1\nA+ Hrms MDTLC +1 +6 +16 37.29 -0.13 D+ GlobalexUSI +1 -5 +3 14.53n 0.06 $ 5.2 bil 877-208-0098 D+ Freedom2015 +1 -1 +3 11.49n 0.03 A+ LvrgdCoStk +5 +4 +11 40.11n 0.32 D Inc +0 -2 0 8.18 0.01 Heartland Funds $ 24.4 bil 800-344-1029\nFederated Hermes A D- InflProtBdI +1 -1 +1 8.94n 0.02 A+ FnSv +3 +6 +9 36.09 0.17 D+ Freedom2020 +1 -2 +3 14.47n 0.03 A+ MagellanFun +2 +1 +11 15.16n 0.03 A+ Nt Re +7 +0 +5 30.54 0.10 $ 1.6 bil 800-432-7856 A+ BC Gro +1 +5 +11 60.92 -0.40\n$ 11.7 bil 800-341-7400 E IntTrsBdIdx +0 -2 -1.0 9.44n 0.02 A+ Tech -1 +3 +17 118.47 -1.6 C- Freedom2025 +1 -2 +4 13.76n 0.03 A+ MegaCapStoc+2 +3 +12 26.27n -0.05 C+ S/MC Gr +3 +4 +7 40.44 0.25 A- Value +2 +1 +8 48.50n 0.17 B- MM Ls Ag +1 -1 +7 14.68 0.03\nA+ MDT L +3 +1 +8 31.62 0.23 C Internation +1 -5 +3 48.13n 0.31 A+ Util +3 +0 +6 45.17 1.06 C Freedom2030 +1 -2 +4 17.74n 0.05 A MidCapValue +3 +0 +9 30.98n 0.20 Franklin Templeton A1 Hennessy Funds C MM Ls Bl +1 -1 +4 13.42 0.03\nFederated Hermes Int E LgTrTrsBdId +0 -6 -4.0 9.11n 0.03 Fidelity Adv Funds C+ Freedom2035 +1 -1 +6 15.86n 0.04 A Mid-CapStoc +4 +2 +9 44.08n 0.34 $ 59.0 bil 800-632-2301 $ 4.7 bil 800-966-4354 C+ MM Ls Gr +1 -1 +5 14.18 0.03\n$ 20.8 bil 800-341-7400 A+ LrgCapGroId +0 +6 +15 39.21n -0.30 $ 1094 bil 877-208-0098 B Freedom2040 +1 -1 +7 11.71n 0.03 B Multi-Asset +1 -1 +7 58.31n 0.11 C+ Inc +1 -2 +3 2.37 0.01 A+ Crnst Gro +4 +3 +14 33.07 0.07 John Hancock Funds A\nC In HYB +1 +1 +2 8.89 0.00 A- LrgCapValId +3 -1 +7 18.64n 0.12 A+ Srs Gro Opp +2 +6 +15 16.82 -0.09 B+ Freedom2045 +1 -1 +7 13.69n 0.03 D- Muni Income -1 -2 +1 12.10n 0.02 A Util +2 -1 +5 22.96 0.54 A+ Crnst MdCp +2 +0 +19 24.32 -0.08 $ 17.0 bil 800-225-5291\nA+ MDT AC +2 +4 +13 47.08 0.08 A MidCapGroId +4 +8 +9 34.13n 0.33 C- Str In +1 +0 +2 11.63n 0.02 B Freedom2050 +1 -1 +7 13.87n 0.03 A+ NASDAQComId+0+5 +14 245.16n -2.2 FrankTemp/Temp A A- Crnst Val +2 -2 +6 20.71 0.08 B+ HancockBala +2 +2 +6 29.05 0.07\nE TR Bd +0 -2 0 9.33 0.02 A- MidCapIndex +3 +2 +8 34.82n 0.32 Fidelity Adv Funds T Fidelity Freedom Funds A A+ NewMillenni +2 +3 +12 60.58n -0.03 $ 15.6 bil 800-632-2301 A+ Gas Utility +4 +5 +5 27.86 0.52 JPMorgan A Class\n36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net 36 Mo\t\t YTD 12Wk 5 Yr Net\nPerformance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV Performance % % After Asset NAV\nRating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg Rating Fund Chg Chg Tax Rtn Value Chg\n\n\n\n\n Save your spot for the\n\n\n\n \u0007\u0002\u0001\n upcoming webinar at:\n investors.com/MSwebinars\n \u00a9 2025 Investor\u2019s Business Daily, LLC. Investor\u2019s Business Daily, IBD, IBD Digital, IBD Live and Leaderboard are trademarks of Investor\u2019s Business Daily, LLC.\n\n\n\n\n \u0006\u0004\u0005\u0005\u0001\u0003 \u0006\u0001\u0005\u0004\u0006\u0007\n UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF NEW YORK\n MARK WINTER, Individually and on Behalf of All Others Similarly Situated,\n Plaintiff, Case No.\n v. 1:22-cv-03088-RA\n STRONGHOLD DIGITAL MINING, INC., GREGORY A. BEARD, RICARDO R. A. LARROUD\u00c9,\n WILLIAM B. SPENCE, B. RILEY SECURITIES, INC., COWEN AND COMPANY, LLC, TUDOR,\n PICKERING, HOLT & CO. SECURITIES, LLC, D.A. DAVIDSON & CO., COMPASS POINT\n RESEARCH & TRADING, LLC, and NORTHLAND SECURITIES, INC.,\n Defendants.\n SUMMARY NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT, \u0001\b\u0005 \u000e \u0017 \u000f\u0011\u000e\u0006\u0005\u0012\u0012 \u000e \u0002 \b\u0005\u0004\u0007\u0005 \u0006\u0014 \u0004 \u0002 \u0002\u0007\u0005\u0011 \u0016\b\u000e \u0013\u0005\u0002\u0003\b\u0005\u0012\n AND MOTION FOR ATTORNEYS\u2019 FEES AND EXPENSES\n To: All persons and entities who or which purchased or otherwise acquired Stronghold Digital Mining, Inc.\n (\u201cStronghold\u201d) Class A common stock on or before December 20, 2021, pursuant and/or traceable to the \u0002 \u0004 \u0012\b\u0002\u0011\u0005\u0012 \b \u0012 \u0002\u0011 \u0005\u0013 \u0015 \u0005\u0016\u0012 \u0013\u0016 \u0003\u0005 \u0002 \u0016\u0005\u0005 \u0010\n Offering Documents issued in connection with the Class A common stock initial public offering in October\n 2021, and were damaged thereby (the \u201cSettlement Class\u201d)\n YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of\n the United States District Court for the Southern District of New York, that Class Representative Allegheny\n County Employees Retirement System (\u201cPlaintiff\u201d), on behalf of itself and all other members of the Settlement\n Class; and Stronghold Digital Mining, Inc. (\u201cStronghold\u201d), Gregory A. Beard, William B. Spence (together with\n Stronghold, the \u201cStronghold Defendants\u201d), B. Riley Securities, Inc., Cowen and Company, LLC, Tudor, Pickering,\n Holt & Co. Securities, LLC, D.A. Davidson & Co., Compass Point Research & Trading, LLC, and Northland\n Securities, Inc. (collectively, the \u201cUnderwriter Defendants\u201d), and Ricardo R. A. Larroud\u00e9, (together with the \u000f\u0001\u0011\u0017\u001f \u0014\u0004 \u0015\u0003\u0004\u0014 \u0005\u0002 \u0014\u0004\u001f\u0012\u001f \u0018\u001f\u0012\u001f \u001f \u0003\u0015\u0019 \u0001 \u0018 \u0015\u0007\u001e\n Underwriter and Stronghold Defendants, the \u201cSettling Defendants\u201d), have reached a proposed settlement of\n the claims in the above-captioned class action (the \u201cAction\u201d) and related claims in the amount of $4,750,000 \u0018\u001a \u0014 \u001a\u0013 \u001a \b\u001f \u0014 \u0012 \u0002 \u0012 \u0005 \u0017\u001f\u0013\u0014\u0005 \u0003\u001d \u0005\u0014\u0011\u001e \u001b\u001f \u0005\b\u001d \u0013\n and 25 Bitcoins (the \u201cSettlement\u201d).\n A hearing will be held before the Honorable Ronnie Abrams on April 11 2025, at 3:00 p.m. in Courtroom \u0005\u0014\u0011\u0013 \u001a \u0012\u001f\u001a\u0007 \u0012\u0005\u0017\u0005\u0007\u001f\u0003\u001f \u0014 \u001b\u001f \u001a\u001b\u0007\u001f \u0014 \u0004\u001f\u001a\u0012 \u0005\b \u001a \u001e\n 1506 at the United States District Court for the Southern District of New York, Thurgood Marshall United States\n Courthouse, 40 Foley Square, New York, NY 10007 (the \u201cSettlement Hearing\u201d) to determine whether the Court \u001a\u0013\u0006 \u0004\u0005\b \u000e\u0015\u001f\u0013\u0014\u0005 \u0013 \u001f\u0017\u001f\u0012\u0019 \u0018\u001f\u001f\u0006 \u0010 \b\u0001 \u0007\n should: (i) approve the proposed Settlement as fair, reasonable, and adequate; (ii) dismiss the Action with\n prejudice as provided in the Stipulation and Agreement of Settlement, dated November 6, 2024; (iii) approve\n the proposed Plan of Allocation for distribution of the proceeds of the Settlement (the \u201cNet Settlement Fund\u201d)\n \u000f\u0001 \u0004\u001a\u0017\u001f \u0007\u001f\u001a\u0012 \u001f\u001e \b \u0012\u001f \u0002\u0012 \b \u0005\b \u0014\u0004\u001a \u0002\u0012 \b \u001a\u0007\u0007 \u0014\u0004\u001f\n to Settlement Class Members; and (iv) approve Lead Counsel for an award of attorneys\u2019 fees of up to one-third\n plus interest of the Settlement Amount, reimbursement of litigation expenses of not more than $250,000, plus\n \b\u001a\u0012\u0006\u001f\u0014 \u001b \u0006\u0013 \u0001 \u0004\u001a\u0017\u001f \u0012\u001f\u001a\u001e \u001c \b\u001b\u0005 \u001f\u001e \u0010 \b\u0004 \u0003\n interest, and a service payment of no more than $10,000 to Lead Plaintiff. The Court may change the date of\n the Settlement Hearing, or hold it remotely, without providing another notice. You do NOT need to attend the\n Settlement Hearing to receive a distribution from the Net Settlement Fund.\n IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS, YOUR RIGHTS WILL BE AFFECTED BY THE\n PROPOSED SETTLEMENT AND YOU MAY BE ENTITLED TO A MONETARY PAYMENT. If you have not yet\n \u000f\u0016\u0004\u001f \u001a\u001c\u0014\u0005 \u001a\u001b\u0007\u001f \u0005\u001e\u001f\u001a\u0013 \u0003\u0005\u0017\u001f \u001a \u001e\n received a long-form Notice and Claim Form, you may obtain copies by visiting the website for the Settlement,\n www.strategicclaims.net/Stronghold, or by contacting the Claims Administrator at:\n Stronghold Securities Litigation\n c/o Strategic Claims Services \u001a\u001b\u0005\u0007\u0005\u0014\u0019 \u0014 \u001a\u0013\u0006 \u000e\u0015\u001f\u0013\u0014\u0005 \u0013 \u0018\u001f\u001f\u0006\u0007\u0019 \u0005\u0013\n P.O. Box 230\n 600 N. Jackson Street, Suite 205 \u0018 \u0012\u0014\u0004 \b\u001a \u0019 \u0014\u0005\b\u001f\u0013 \u0014\u0004\u001f \u0012\u0005\u001c\u001f \u0010 \b\u0005\u0006 \u0002\u0002\n Media, PA 19063\n info@strategicclaims.net\n 866-274-4004\n Inquiries, other than requests for information about the status of a claim, may also be made to Lead Counsel:\n The Rosen Law Firm, P.A.\n Jonathan Stern, Esq.\n 275 Madison Avenue, 40th Floor\n New York, NY 10016 \u0017\b\u0019 \u001f \u000e\u0014\u0018 \u0004\b\u0018\u0019 \u0003\u0005\u0019 \u0010\u000f\u0003\u0004 \b \u0007\b\u0003\u0018 \u001c \u0019 \u0011 \u001b\u0010\u0019\n www.rosenlegal.com\n 212-686-1060 \u0011\u0010 \u000f\u0019\u0018 \b\u001b\b\u0015\u001d #\u001a\u000f\u0007\u0003\u001d \u000f \u0019\u0006 \u0003\u000f\u0007 \u0003 \u001d\u0010\u001a\u0015\n If you are a Settlement Class Member, to be eligible to share in the distribution of the Net Settlement Fund,\n you must submit a Claim Form postmarked or submitted online no later than April 4, 2025. If you are a \u0001\" # \u001e!\u0016 \u000f\u001b\b\u0018\u0019 \u000f \u0013\u001a\b\u0018\u0019 \u0010\u000f\u0018 \u0003\u000f\u0018\u001c\b\u0015\b\u0007\n Settlement Class Member and do not timely submit a valid Claim Form, you will not be eligible to share in the\n distribution of the Net Settlement Fund, but you will nevertheless be bound by all judgments or orders entered\n by the Court, whether favorable or unfavorable.\n \b\u001b\b\u0015\u001d \u0002\b\u0007\u000f\b\u0018\u0007\u0003\u001d \u000f \u0019\u0012\n If you are a Settlement Class Member and wish to exclude yourself from the Settlement Class, you must\n submit a written request for exclusion in accordance with the instructions in the long-form Notice so that it is\n received no later than March 21, 2025. If you properly exclude yourself from the Settlement Class, you will not\n \u0001\u0012 \u0012\u0013\u000f \u0013\u0001\u0001\u000e\u0011 \u0010\u0001\u0001\u0004\n be bound by any judgments or orders entered by the Court, whether favorable or unfavorable, but you will not be\n eligible to share in the distribution of the Net Settlement Fund.\n Any objections to the proposed Settlement, Lead Counsel\u2019s Fee and Expense Application, and/or the\n proposed Plan of Allocation must be \ufb01led with the Court, either by mail or in person, and be mailed to counsel\n for the parties in accordance with the instructions in the long-form Notice, so that they are received no later\n than March 21 2025.\n PLEASE DO NOT CONTACT THE COURT, DEFENDANTS, OR\n \u0010\u0007\b\b\u0003\u0005\u0010\u0003\b\u0007 \u0002\u0007\u0006\n DEFENDANTS\u2019 COUNSEL REGARDING THIS NOTICE\n DATED: DECEMBER 16, 2024 BY ORDER OF THE COURT\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK \u0001\u0017 \u0019\u0015\u0014\u0016 \u0007\u0012 \u001a \u0011\u0004\u0006\u0007\u0012\u0013\u0004\u0011\u0004\u0003 \u0013\u0011\u001a\u0003\u0004 \u001a\u0011\b \u0005 \u0018\u0010\u0017\u0004\u0007 \u001a\u000e\u0007\u0013\u001a \u0016\u001a \u001a\u0006\u0004 \u0004 \u0013 \u0014 \u0002\u000f\n\n\n\n\u00a92025 Investor\u2019s Business Daily, LLC. All rights reserved.\n\f","ocr_status":1,"date_upload":"2026-06-24T22:15:56.336963-07:00","document_number":"131","attachment_number":2,"pacer_doc_id":"127037111771","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 2 - Declaration of Sarah Evans","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980759/","id":483980759,"tags":[],"absolute_url":"/docket/63237038/131/3/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:15:14.783364-07:00","date_modified":"2026-06-25T08:08:05.574424-07:00","sha1":"12f5675b9310b19b7ca720902a369ecf4630049b","page_count":4,"file_size":49828,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:22-cv-03088-RA-GS Document 131-3 Filed 03/07/25 Page 1 of 4\n\n\n\n\n EXHIBIT 3\n\f Case 1:22-cv-03088-RA-GS Document 131-3 Filed 03/07/25 Page 2 of 4\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n MARK WINTER, Individually and on Behalf of All\n Others Similarly Situated,\n Case No. 1:22-cv-03088-RA\n Plaintiff,\n DECLARATION OF\n v. WALTER SZYMANSKI ON\n BEHALF OF THE\n STRONGHOLD DIGITAL MINING, INC., GREGORY ALLEGHENY COUNTY\n A. BEARD, RICARDO R. A LARROUD\u00c9, WILLIAM EMPLOYEES RETIREMENT\n B. SPENCE, B. RILEY SECURITIES, INC., COWEN SYSTEM\n AND COMPANY, LLC, TUDOR, PICKERING, HOLT\n & CO. SECURITIES, LLC, D.A. DAVIDSON & CO.,\n COMPASS POINT RESEARCH & TRADING, LLC,\n and NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n I, Walter Szymanski, declare the following pursuant to 28 U.S.C. \u00a71746:\n\n 1. I am the Manager of the Retirement Office of the Allegheny County Employees\u2019\n\nRetirement System (\u201cACERS\u201d). I respectfully submit this declaration in support of ACERS\u2019\n\nmotion for final approval of the settlement of this Action. I have personal knowledge of the matters\n\nset forth in this declaration.\n\n 2. ACERS is a public pension fund that provides retirement benefits to more than\n\n12,000 members in the state of Pennsylvania. ACERS has approximately $923 million under\n\nmanagement.\n\n 3. I am duly authorized to submit this declaration on behalf of ACERS and approve\n\nthis settlement.\n\n 4. ACERS has been involved in the prosecution of this case since filing its motion for\n\nappointment as Lead Plaintiff on June 13, 2022 (Dkt. No. 17). Initially, the Court appointed\n\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 131-3 Filed 03/07/25 Page 3 of 4\n\n\n\n\nACERS as Co-Lead Plaintiff on August 4, 2022 (Dkt. No. 41), however, following Co-Lead\n\nPlaintiff\u2019s withdrawal on January 19, 2024, ACERS is the sole Lead Plaintiff for this Action. (Dkt.\n\nNo. 99).\n\n 5. As Manager of the Retirement Office of ACERS, I worked with Lead Counsel, The\n\nRosen Law Firm, P.A. (\u201cRosen Law\u201d), to prosecute this Action. In particular, I: (a) communicated\n\nwith Rosen Law regarding the case, as well as strategy; (b) learned about the role of the lead\n\nplaintiff by discussing it with attorneys at Rosen Law; (c) reviewed significant filings in the\n\nAction,; (d) reviewed information about the case and discussed the findings with Rosen Law; (e)\n\nproduced information to Rosen Law as well as responded to interrogatories and document requests;\n\n(f) consulted with Rosen Law regarding the settlement negotiations; and (g) evaluated and\n\napproved the proposed Settlement.\n\n 6. ACERS has evaluated the risks of continued litigation and trial, including the risk\n\nof no recovery at all, and, in light of that evaluation, authorized the attorneys at Rosen Law to\n\nsettle the Action on the terms set forth in the Stipulation and Agreement of Settlemetn (Dkt. No.\n\n121). ACERS believes the Settlement is fair and reasonable, represents a highly favorable result,\n\nand is in the best interest of the Settlement Class. Accordingly, ACERS strongly endorses approval\n\nof the Settlement.\n\n 7. ACERS believes that Lead Counsel\u2019s request for an award of attorneys\u2019 fees in the\n\namount of one-third of the Settlement (comprised of $4,750,000 in cash and the value o 25 Bitcoin)\n\nis fair and reasonable in light of the result and work Lead Counsel performed on behalf of the\n\nSettlement Class. ACERS has evaluated Lead Counsel\u2019s fee request by considering the work\n\nperformed, the recovery obtained for the Settlement Class, as well as the risks of continued\n\nlitigation, and has authorized this fee request for the Court\u2019s ultimate determination.\n\n\n\n\n 2\n\f Case 1:22-cv-03088-RA-GS Document 131-3 Filed 03/07/25 Page 4 of 4\n\n\n\n\n 8. ACERS further believes that the litigation expenses that Lead Counsel have\n\nrequested reimbursement for are reasonable and represent costs and expenses necessary for the\n\nprosecution and resolution of the claims in the Action. Based on the foregoing, and consistent with\n\nACERS\u2019 obligation to the Settlement Class to obtain the best result at the most efficient cost,\n\nACERS fully supports Lead Counsel\u2019s request for an award of attorneys\u2019 fees and reimbursement\n\nof litigation expenses.\n\n 9. ACERS understands that reimbursement of a class representative\u2019s reasonable\n\ncosts and expenses is authorized under the PSLRA, 15 U.S.C. \u00a778u-4(a)(4). For this reason, in\n\nconnection with Lead Counsel\u2019s request for reimbursement of litigation expenses, ACERS seeks\n\nreimbursement for the costs and expenses that it incurred directly relating to its representation of\n\nthe Settlement Class in the Action.\n\n 10. The time I devoted to the representation of the Settlement Class in this Action was\n\ntime that otherwise would have been spent working on other tasks and responsibilities for ACERS.\n\nTherefore, ACERS seeks reimbursement in the amount of $10,000 for the time devoted to\n\nparticipating in the Action. ACERS makes this request based on the conservative effort that it\n\ndevoted over 20 hours in the litigation-related activities described above. It is my belief that this\n\nrequest for reimbursement is fair and reasonable.\n\n I declare under penalty of perjury under the laws of the United States of America that the\n\nforegoing is true and correct to the best of my knowledge.\n\n Executed on February 19, 2025, in Allegheny County.\n\n\n\n Walter Szymanski, Director Retirement\n Office of the Allegheny County Employees\u2019\n Retirement System\n\n\n\n\n 3\n\f","ocr_status":1,"date_upload":"2026-06-24T22:16:05.281679-07:00","document_number":"131","attachment_number":3,"pacer_doc_id":"127037111772","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 3 - Declaration of Walter Szymanski","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980760/","id":483980760,"tags":[],"absolute_url":"/docket/63237038/131/4/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:15:14.793169-07:00","date_modified":"2026-06-25T08:38:02.724746-07:00","sha1":"055cc41cdaa6a4d461601e3b0ee84e902b18aee2","page_count":6,"file_size":196631,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.4.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.4.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:22-cv-03088-RA-GS Document 131-4 Filed 03/07/25 Page 1 of 6\n\n\n\n\n EXHIBIT 4\n\f Case 1:22-cv-03088-RA-GS Document 131-4 Filed 03/07/25 Page 2 of 6\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n MARK WINTER, Individually and on Behalf of\n All Others Similarly Situated, Case No. 1:22-cv-03088-RA\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A\n LARROUD\u00c9, WILLIAM B. SPENCE, B.\n RILEY SECURITIES, INC., COWEN AND\n COMPANY, LLC, TUDOR, PICKERING,\n HOLT & CO. SECURITIES, LLC, D.A.\n DAVIDSON & CO., COMPASS POINT\n RESEARCH & TRADING, LLC, and\n NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n DECLARATION OF JONATHAN STERN ON BEHALF OF THE ROSEN LAW FIRM,\n P.A. CONCERNING ATTORNEYS\u2019 FEES AND EXPENSES\n\n I, Jonathan Stern, hereby declare and state, under penalty of perjury, that the following\n\nis true and correct to the best of my knowledge, information, and belief:\n\n 1. I am an attorney duly licensed to practice law in New York and before this Court.\n\nI am a Partner at The Rosen Law Firm, P.A. (\u201cRosen Law\u201d), court-appointed Lead Counsel for\n\nLead Plaintiff and the Class in this litigation (the \u201cAction\u201d). I have personal knowledge of the\n\nmatters set forth herein and, if called upon, I could and would competently testify thereto.\n\n 2. A copy of Rosen Law\u2019s firm resume is attached hereto as Exhibit A.\n\n 3. Rosen Law has been involved in the Action since its appointment on August 4, 2022,\n\ncontinuing throughout all other aspects of the Action.\n\n 4. Rosen Law rendered the following legal services in connection with the prosecution\n\n 1\n\f Case 1:22-cv-03088-RA-GS Document 131-4 Filed 03/07/25 Page 3 of 6\n\n\n\nof the Action: (1) conducting a comprehensive investigation that involved, among other things, a\n\nreview of publicly available information regarding the Company; (2) engaging a damages and\n\ncausation expert and analyzing damages and loss causation issues; (3) defeating, in part, the\n\nUnderwriter and Stronghold Motions to Dismiss; (4) conducting discovery, including the review of\n\nmore than 10,000 pages of documents; (5) drafting and serving document requests on Defendants and\n\nmeeting and conferring multiple times with Defense Counsel about their responses and objections to\n\nthose document requests; (6) negotiating a protective order with Defense Counsel; (7) drafting an ESI\n\nProtocol and meeting and conferring and conferred with Defense Counsel about it multiple times; (8)\n\npreparing the Class Certification Motion; (9) engaging in arm\u2019s-length negotiations between\n\nexperienced counsel with the assistance of a well-respected Mediator; (10) drafting and negotiating\n\na settlement term sheet, the Stipulation (including the exhibits thereto), and Supplemental Agreement\n\nwith Defendants; (11) working with a damages expert to craft a plan of allocation that treats Lead\n\nPlaintiff and all other members of the proposed Settlement Class fairly; (12) drafting the preliminary\n\napproval motion; (13) overseeing the implementation of the notice process to Settlement Class\n\nMembers; and (14) drafting the motion for final approval.\n\n 5. The Rosen Law Firm does not charge clients hourly and works exclusively on a\n\ncontingency fee basis. To determine appropriate hourly rates for use in a lodestar calculation, the\n\nRosen Law Firm relied on a compendium of hourly rates charged by complex litigation counsel for\n\nwork performed in connection with bankruptcy proceedings and approved by bankruptcy courts in\n\n2023, attached hereto as Exhibit B. This compendium is based on a research and work performed by\n\nLabaton Keller Sucharow, and filed in Chen v. MissFresh Ltd, 22-cv-09836-JSR (S.D.N.Y.) (Dkt.\n\nNo. 149-9). The compendium lists the hourly rates approved by Courts for partners, counsel,\n\nassociates, staff attorneys and paralegals. The rates are further categorized according to three tiers,\n\n 2\n\f Case 1:22-cv-03088-RA-GS Document 131-4 Filed 03/07/25 Page 4 of 6\n\n\n\nmedian of lowest 25%, median, and median of highest 25%.\n\n 6. To calculate the Rosen Law Firm\u2019s rates, Exhibit B takes the average of the 25th\n\npercentile, median, and 75th percentile hourly rates for each law firm in the compendium, and\n\ncalculates the average of those rates for each tier, without adjustment for inflation. Then, the Rosen\n\nLaw Firm applies a 15% discount to each of those figures, for the sake of conservatism. The Rosen\n\nLaw Firm then assigns hourly rates for associates, counsel, and partners based on experience level.\n\nAssociates with three years of experience or less are assigned the discounted 25th percentile rate,\n\nassociates with four to six years of experience are assigned the discounted median rate, and associates\n\nwith seven or more years of experience are assigned the discounted 75th percentile rate. For counsel\n\nand partners, attorneys with 15 years of experience or less are assigned the 25th percentile rate,\n\nattorneys with 16 to 22 years of experience are assigned the median rate, and attorneys with more\n\nthan 22 years of experience are assigned the 75th percentile rate. For staff attorneys, each firm billed\n\na single amount for staff attorneys. Therefore, all staff attorneys receive 85% of the average staff\n\nattorney rate from the compendiumThe chart below is a summary of time expended by the attorneys\n\nat Rosen Law on the Action, and the lodestar calculation based on the method discussed in the\n\npreceding paragraph. The chart was prepared from contemporaneous, daily time records regularly\n\nprepared and maintained by my firm.\n\n\n Years of\n Name Title Rate Hours Lodestar\n Experience\n Laurence Rosen Partner 37 $1,512 92 $139,104.00\n Phillip Kim Partner 23 $1,512 35.9 $54,280.80\n Jonathan Horne Partner 16 $1,403 27.1 $38,021.30\n Jonathan Stern Partner 17 $1,403 545.3 $765,055.90\n Jing Chen Partner 14 $1,273 6.7 $8,529.10\n Yu Shi Partner 14 $1,273 0.3 $381.90\n Brent LaPointe Counsel 15 $1,169 27 $31,563.00\n 3\n\f Case 1:22-cv-03088-RA-GS Document 131-4 Filed 03/07/25 Page 5 of 6\n\n\n\n Erica Stone Counsel 12 $1,119 1.1 $1,230.90\n Michael Cohen Counsel 11 $1,119 38.6 $43,193.40\n Ryan Hedrick Associate 6 $826 5.9 $4,873.40\n Christie Buzzetti Associate 3 $717 1.3 $932.10\n Henry\n Associate 2 $717 40.8 $29,253.60\n Bloxenheim\n Staff\n Sandra Smith NA $492 58.3 $28,683.60\n Attorney\n Staff\n Robert Meyer NA $492 226.8 $111,585.60\n Attorney\n Total 1107.1 $1,256,688.60\n\n\n 7. My firm performed a total of 1107.1 professional work hours in the prosecution of\n\nthe Action. The total lodestar amount for my firm is $1,256,688.60.\n\n 8. Rosen Law expended a total of $98,073.52 in un-reimbursed expenses in connection\n\nwith the prosecution of the Action broken down as follows:\n\n Category Expenses\n Financial Expert and Legal Service Fees $29,348.98\n Investigator Fees $10,607.15\n Online Legal Research and Document Retrieval\n Fees $4,260.48\n Discovery Database Hosting Fees $4,377.60\n Mediation Fees $40,000.00\n Postage and FedEx Fees $75.31\n Service of Process Fees $89.00\n Press Releases and Notice to Class Member Fees $9,315.00\n TOTAL EXPENSES: $98,073.52\n\n\n 9. The expenses set forth above are reflected in counsel\u2019s books and records. These\n\nbooks and records are prepared from expense vouchers, check records, and financial statements\n\nprepared in the normal course of business for my firm and are an accurate record of the expenses\n\nincurred in the prosecution of the Action.\n\n\n\n\n 4\n\f Case 1:22-cv-03088-RA-GS Document 131-4 Filed 03/07/25 Page 6 of 6\n\n\n\n I declare under penalty of perjury under the laws of the United States of America that the\n\nforegoing facts are true and correct.\n\n Executed this Friday, March 7, 2025, at New York, New York.\n\n\n\n /s/ Jonathan Stern\n JONATHAN STERN\n\n\n\n\n 5\n\f","ocr_status":1,"date_upload":"2026-06-24T22:16:07.436771-07:00","document_number":"131","attachment_number":4,"pacer_doc_id":"127037111773","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 4 - Declaration of Jonathan Stern","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980761/","id":483980761,"tags":[],"absolute_url":"/docket/63237038/131/5/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:15:14.803259-07:00","date_modified":"2026-06-25T07:51:24.509692-07:00","sha1":"e23317b1ae274deff9c1038f912cdc77da7c6c13","page_count":23,"file_size":290621,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.5.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.5.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 1 of 23\n\n\n\n\n EXHIBIT 4-A\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 2 of 23\n\n\n\n\n THE ROSEN LAW FIRM P.A.\n BIOGRAPHY\n\nI. ATTORNEYS\n\nLAURENCE ROSEN \u2013 MANAGING PARTNER\n\n Laurence Rosen is a 1988 graduate of New York University School of Law. He earned an\n\nM.B.A. in finance and accounting at the University of Chicago Graduate School of Business and\n\na B.A. in Economics from Emory University. Mr. Rosen served as a law clerk to the Honorable\n\nStanley S. Brotman, Senior United States District Judge for the District of New Jersey. Mr. Rosen\n\nentered private practice as an associate at the law firm of Skadden Arps Slate Meagher & Flom in\n\nNew York City where he participated in a number of complex securities class action and derivative\n\nlitigation matters. He later served as an associate at McCarter & English in Newark, New Jersey\n\nwhere he specialized in securities and business litigation.\n\n After practicing general securities and commercial litigation in New York City with Solton\n\nRosen & Balakhovsky LLP, Mr. Rosen founded The Rosen Law Firm to represent investors\n\nexclusively in securities class actions and derivative litigation. Mr. Rosen is admitted to practice\n\nlaw in New York, California, Florida, New Jersey and the District of Columbia. Mr. Rosen is also\n\nadmitted to practice before numerous United States District Courts throughout the country and the\n\nUnited States Court of Appeals for the Second, Fourth, and Sixth Circuits.\n\n In 2019-2024 Lawdragon named Mr. Rosen as one of the 500 Leading Plaintiff Financial\n\nLawyers. Mr. Rosen was also named by law360 as Titan of Plaintiffs\u2019 Bar for 2020. Mr. Rosen\n\nwas selected to Super Lawyers in 2017-2024.\n\nPHILLIP KIM \u2013 PARTNER\n\n Mr. Kim graduated from Villanova University School of Law in 2002. He received a B.A.\n\nin Economics from The Johns Hopkins University in Baltimore, Maryland in 1999. Prior to joining\n\n\n\nROSEN LAW FIRM BIOGRAPHY 1\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 3 of 23\n\n\n\n\nThe Rosen Law Firm, Mr. Kim served as Assistant Corporation Counsel for the City of New York\n\nin the Special Federal Litigation Division. In that position, Mr. Kim defended a number of class\n\naction lawsuits, litigated numerous individual actions, and participated in more than seven trials.\n\nMr. Kim focuses his practice on securities class actions and shareholder derivative litigation. Mr.\n\nKim is admitted to the bar of the State of New York and admitted to practice in the Southern,\n\nEastern, Northern and Western Districts of New York, the District of Colorado, the Eastern District\n\nof Wisconsin, the Eastern District of Michigan, and United States Court of Appeals for the Second,\n\nSixth and Ninth Circuits.\n\n In 2019-2024 Lawdragon named Mr. Kim as one of the 500 Leading Plaintiff Financial\n\nLawyers. In 2023-2024 Mr. Kim was selected to Super Lawyers. Mr. Kim was recognized by Best\n\nLawyers in The Best Lawyers of America 2024-2025.\n\nJACOB A. GOLDBERG \u2013 PARTNER\n\n Mr. Goldberg is a 1988 graduate of Columbia University. Mr. Goldberg received his J.D.,\n\ncum laude, from the Temple University School of Law in 1992. For over 23 years, Mr. Goldberg\n\nhas litigated complex cases at the highest levels, championing the rights of investors, employees\n\nand consumers. Mr. Goldberg has recovered over $200 million for investors in securities class\n\nactions. In addition to serving in leadership roles in securities class actions, Mr. Goldberg has\n\nlitigated many cases under state corporations laws, against faithless boards of directors both on\n\nbehalf of shareholders, in the mergers and acquisitions context, and, derivatively, on behalf of\n\ncorporations, to remedy harm to the corporation itself. Mr. Goldberg is admitted to practice law\n\nin the Commonwealth of Pennsylvania, New York, the United States Supreme Court, the United\n\n\n\n\nROSEN LAW FIRM BIOGRAPHY 2\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 4 of 23\n\n\n\n\nStates Court of Appeals for the Second, Third, Fourth and Sixth Circuits, and various United States\n\nDistrict Courts across the country.\n\n In 2019-2024 Lawdragon named Mr. Goldberg as one of the 500 Leading Plaintiff\n\nFinancial Lawyers.\n\nJONATHAN A. SAIDEL \u2013 PARTNER\n\n Mr. Saidel has had a long and distinguished career in Pennsylvania politics, as well as in\n\nthe roles of attorney, accountant and author. He served as Philadelphia city controller for four\n\nconsecutive terms, each time earning reelection by a wide margin, and enacting financial reforms\n\nthat have saved taxpayers upwards of $500 million. Later, in 2010 he went on to campaign for\n\nlieutenant governor of Pennsylvania, where he was runner-up to Scott Conklin by only a few\n\nthousand votes out of almost 1 million cast. A Lifelong resident of Northeast Philadelphia, Mr.\n\nSaidel\u2019s tireless dedication to fiscal discipline reduced the city's tax burden and spurred economic\n\ndevelopment. Mr. Saidel also pushed for important business tax incentives and expanded minority\n\nand small business lending, all of which have revitalized the city, helping it prosper and come back\n\nfrom the brink of bankruptcy in the early 1990's to become one of the most vibrant cities on the\n\nEast Coast.\n\n Mr. Saidel\u2019s book, \"Philadelphia: A New Urban Direction\", is widely considered an\n\nessential guide for effective government and corporate governance and is required reading at many\n\ncolleges and universities.\n\n Mr. Saidel received his JD from the Widener University of Law and is a graduate of Temple\n\nUniversity. He is also an adjunct lecturer at the University of Pennsylvania Fels Institute of\n\nGovernment, and Drexel University's MBA Program. In addition to being a Certified Public\n\nAccount, Jonathan is a recipient of the National Association of Local Government Auditor's\n\nKnighton Award, the President's Council on Integrity and Efficiency Award for Excellence,\n\nROSEN LAW FIRM BIOGRAPHY 3\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 5 of 23\n\n\n\n\nmultiple special project awards from the National Association of Local Government Auditors, and\n\nthe \"Controller of the Year\" award, a peer recognition presented by the Pennsylvania City\n\nControllers Association.\n\nSARA FUKS \u2013 PARTNER\n\n Ms. Fuks graduated from Fordham University School of Law, cum laude, in February\n\n2005, where she was a member of Fordham Law Review. She received her B.A. in Political\n\nScience, magna cum laude, from New York University in 2001. Ms. Fuks began her practice at\n\nDewey Ballantine, LLP where she focused on general commercial litigation and then went on to\n\nprosecute numerous ERISA and securities class actions as an associate at Milberg LLP. Ms. Fuks\n\nis admitted to the bar of the State of New York and admitted to practice in the United States District\n\nCourts for the Southern District and Eastern District of New York, and the Eastern District of\n\nMichigan. Ms. Fuks was selected to SuperLawyers in 2021-2024 and SuperLawyers Rising Stars\n\nin 2017-2019.\n\nJONATHAN HORNE \u2013 PARTNER\n\n Mr. Horne is a 2009 graduate of New York University School of Law, where he received\n\nthe Lederman/Milbank Law, Economics, and Business fellowship, and holds a B.A. in Economics\n\n& Philosophy from the University of Toronto. Mr. Horne began his practice at Kaye Scholer LLP.\n\nMr. Horne specializes in securities litigation. He is admitted to practice in New York and the\n\nUnited States District Courts for the District of Colorado and the Southern and Eastern Districts\n\nof New York. Mr. Horne was named a Super Lawyer \u2013 Rising Star for the New York Metro Area\n\nevery year since 2015.\n\nYU SHI \u2013 PARTNER\n\n Mr. Shi received his J.D. from Columbia Law School in 2011 and his B.A., cum laude,\n\nfrom Columbia University in 2008. In 2024, Lawdragon recognized Mr. Shi as one of the 500\n\nROSEN LAW FIRM BIOGRAPHY 4\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 6 of 23\n\n\n\n\nLeading Plaintiffs Financial Lawyers. In 2022, Law360 named Mr. Shi as one of the nation\u2019s top\n\nsecurities attorneys under the age of 40. He has been selected to Super Lawyers each year since\n\n2018. Mr. Shi began his career as a Special Assistant Corporation Counsel in the New York City\n\nLaw Department\u2019s Economic Development Division. Mr. Shi joined The Rosen Law Firm in 2012\n\nand focuses his practice on securities litigation. He is admitted to practice in the State of New\n\nYork, the United States District Courts for the Eastern District of New York, Southern Districts of\n\nNew York, and the District of Colorado, and the United States Court of Appeals for the Second\n\nCircuit.\n\nJONATHAN STERN \u2013 PARTNER\n\n Mr. Stern graduated from New York University School of Law in May of 2008, where he\n\nwas a Development Editor of the Annual Survey of American Law. He received his B.A. in\n\nPhilosophy with Honors from McGill University. Mr. Stern began his practice in the litigation\n\ndepartment of Simpson Thacher & Bartlett LLP, and then went on to practice at the litigation\n\nboutique of Simon & Partners LLP, where he participated in a Federal trial. Mr. Stern is admitted\n\nto the bar of the State of New York and admitted to practice in the United States Southern and\n\nEastern District Courts of New York and the United States Court of Appeals for the Second Circuit.\n\nfor the First, Sixth, Seventh, Eighth and Ninth Circuits, and the United States Supreme Court.\n\nJING CHEN \u2013 PARTNER\n\n Ms. Chen received a Juris Doctor degree from Pace University School of Law in 2011,\n\nJuris Master degree from China University of Political Science and Law in Beijing, China and\n\nB.A. in English Literature and Linguistics from Shandong University in Jinan, China. She is\n\nadmitted to practice in New York, New Jersey and China. Prior to joining The Rosen Law Firm,\n\nMs. Chen practiced corporate law, commercial transactions and arbitration for over two years.\n\n\n\n\nROSEN LAW FIRM BIOGRAPHY 5\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 7 of 23\n\n\n\n\nBRIAN ALEXANDER \u2013 PARTNER\n\n Mr. Alexander graduated from Harvard Law School, cum laude, in 2008. He received a\n\nB.A. from Cornell University, magna cum laude, in 2003. Prior to joining the Rosen Law Firm,\n\nMr. Alexander practiced complex commercial litigation at Boies Schiller Flexner LLP and other\n\nprominent law firms in New York. He also served as a law clerk to the Honorable Raymond J.\n\nDearie of the United States District Court for the Eastern District of New York. He is admitted to\n\npractice in New York and in the United States District Courts for the Eastern and Southern Districts\n\nof New York. Mr. Alexander was recognized by Best Lawyers as Best Lawyers: Ones to Watch\n\n2025.\n\nDANIEL TYRE-KARP \u2013 PARTNER\n\n Prior to joining The Rosen Law Firm in May 2018, Mr. Tyre-Karp was a senior associate\n\nin the securities litigation and corporate governance group at Weil, Gotshal & Manges, where he\n\nadvised corporate and individual clients on a variety of high-stakes regulatory and litigation\n\nmatters in state and federal courts. Mr. Tyre-Karp\u2019s extensive experience includes working on\n\nseveral of the largest recent shareholder class action litigations (In re American International\n\nGroup, Inc. 2008 Securities Litigation, Docket No. 08-CV-4772 (S.D.N.Y.) and related opt-out\n\nactions; In re El Paso Corporation Shareholder Litigation, Docket No. 6949 (Del. Ch.)),\n\nparticipating in complex business and bankruptcy litigations (In re Lehman Brothers Holdings,\n\nInc., et al, Docket No. 1:08-bk-13555 (Bankr. S.D.N.Y.), and advising numerous clients facing\n\nFINRA and SEC investigations. Mr. Tyre-Karp graduated with honors from Wesleyan University\n\nin 2003 and received his J.D. from New York University School of Law in 2009, where he served\n\nas Senior Notes Editor of the Journal of Legislation and Public Policy. He is admitted to practice\n\nin New York and the United States District Courts for the Southern and Eastern Districts of New\n\nYork. Mr. Tyre-Karp was recognized by Best Lawyers as Best Lawyers: Ones to Watch 2025.\n\nROSEN LAW FIRM BIOGRAPHY 6\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 8 of 23\n\n\n\n\nROBIN BRONZAFT HOWALD \u2013 COUNSEL\n\n Ms. Howald is a graduate of Stanford Law School where she was a member of the Stanford\n\nLaw Review. Ms. Howald earned her BA from Barnard College, magna cum laude. Ms. Howald\n\njoined the firm in 2021 and focuses her practice on securities litigation. For the last 15 years, Ms.\n\nHowald has prosecuted major securities litigations. She was one of the lead attorneys in cases that\n\nachieved settlements of $250 million for injured investors, including Schleicher v. Wendt, 618 F.3d\n\n679 (7th Cir. 2010) ($41.5 million), In re Mannkind Corp. Securities Litigation (C.D. California)\n\n($23 million); In re ECI Telecom Ltd. Securities Litigation (Eastern District of Virginia) ($21.75\n\nmillion), In re Gilat Satellite Networks, Ltd. Securities Litigation (E.D.N.Y.) ($20 million), In re\n\nMusicmaker.com Securities Litigation, 2001 WL 34062431 (C.D. Cal. 2001) ($13.75 million), In\n\nre Puda Coal Inc. Securities Litigation (S.D.N.Y.) ($8.6 million following reconsideration of grant\n\nof summary judgment), Jenson v. Fiserv Trust Co., 256 F. App\u2019x. 924 (9th Cir. 2007) ($8.5 million\n\nrecovered for victims of a Ponzi scheme). Ms. Howald is admitted to the bars of California, New\n\nYork, the United States District Courts for the Eastern and Southern Districts of New York, the\n\nCentral, Eastern, and Northern Districts of California, the Eastern District of Michigan, and the\n\nUnited States Court of Appeals.\n\nGONEN HAKLAY \u2013 COUNSEL\n\n Mr. Haklay graduated from Stanford University School of Law in 1995. He received a\n\nB.A. in Political Science from The University of Massachusetts at Amherst in 1992. After several\n\nyears as an associate at a large Philadelphia law firm, Mr. Haklay joined the Philadelphia District\n\nAttorney\u2019s office. As a prosecutor, he tried over 100 criminal jury cases and handled both capital\n\nand non-capital homicide cases. After 12 years as prosecutor, Mr. Haklay joined a prominent\n\nplaintiffs\u2019 firm where he tried over ten asbestos cases, recovering millions of dollars for his clients.\n\nAs a young man, Mr. Haklay served as an infantryman in the Israel Defense Forces. Mr. Haklay\n\nROSEN LAW FIRM BIOGRAPHY 7\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 9 of 23\n\n\n\n\nis admitted to the bars of the Commonwealth of Pennsylvania, the State of New Jersey, the United\n\nStates District Court for the Eastern District of Pennsylvania, and the United States Third Circuit\n\nCourt of Appeals. Mr. Haklay was recognized by Best Lawyers as Best Lawyers: Ones to Watch\n\n2025.\n\nERICA STONE \u2013 COUNSEL\n\n Ms. Stone graduated from the Benjamin N. Cardozo School of Law in 2013. She received\n\nher B.A. in Political Science and Communications, cum laude, from the University of\n\nPennsylvania in 2009. She is admitted to practice in New York, New Jersey, and the United States\n\nDistrict Courts for the Southern District and Eastern District of New York, the District of New\n\nJersey, the Eastern District of Wisconsin, and the Eastern District of Michigan. In 2024, Ms. Stone\n\nwas selected to Super Lawyers. Ms. Stone was recognized by Best Lawyers as Best Lawyers: Ones\n\nto Watch 2025.\n\nJOSHUA BAKER \u2013 COUNSEL\n\n Mr. Baker graduated from the New York University School of Law in 2013. He received\n\na B.A. from the University of Maryland in 2009. Prior to joining the Rosen Law Firm, Mr. Baker\n\npracticed complex commercial litigation for a New York firm. He is admitted to practice in New\n\nYork, Massachusetts, and United States District Courts for the Eastern and Southern Districts of\n\nNew York and the District of Massachusetts. Mr. Baker was recognized by Best Lawyers as Best\n\nLawyers: Ones to Watch 2025.\n\nBRENT LAPOINTE \u2013 COUNSEL\n\n Mr. LaPointe received his J.D., cum laude, from the University of Michigan Law School\n\nin 2010, where he served as an Articles Editor on both the Michigan Journal of Law Reform and\n\nthe Michigan Journal of Gender & Law. Mr. LaPointe received a B.B.A. in Accounting &\n\nInformation Systems and Political Science, cum laude, from the University of Massachusetts-\n\nROSEN LAW FIRM BIOGRAPHY 8\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 10 of 23\n\n\n\n\nAmherst in 2006. Mr. LaPointe focuses his practice on securities litigation. Mr. LaPointe is\n\nadmitted to the bars of New York and Missouri and the United States District Courts for the\n\nSouthern District and Eastern District of New York, Western District of Missouri, Eastern District\n\nof Michigan, District of Kansas, and the United States Court of Appeals for the Second Circuit\n\nand Eighth Circuit. Mr. LaPointe was recognized by Best Lawyers as Best Lawyers: Ones to Watch\n\n2025.\n\nMICHAEL COHEN \u2013 COUNSEL\n\n Mr. Cohen focuses his practice on securities and shareholder derivative litigation. Prior to\n\njoining The Rosen Law Firm in 2021, Mr. Cohen was an associate in the litigation practice of\n\nKramer Levin Naftalis & Frankel LLP, where he advised corporate and individual clients on a\n\nwide variety of litigation and regulatory matters in federal and state courts. He has also served as\n\na law clerk to the Honorable Corinne Beckwith of the District of Columbia Court of Appeals. Mr.\n\nCohen is admitted to practice in New York and the United States District Courts for the Eastern\n\nand Southern Districts of New York. Mr. Cohen was recognized by Best Lawyers as Best Lawyers:\n\nOnes to Watch 2023-2025.\n\nLEAH HEIFETZ-LI \u2013 COUNSEL\n\n Ms. Heifetz-Li is a 2009 graduate of Columbia Law School, and received a B.A. from the\n\nUniversity of Pennsylvania. Ms. Heifetz-Li served as a Law Clerk to the Honorable Cynthia S.\n\nKern, New York State Supreme Court, New York County. She has extensive experience in class\n\naction litigation, having previously practiced at a large class action firm representing shareholders\n\nin merger and acquisition litigation as well as shareholder derivative actions. Ms. Heifetz-Li has\n\nworked on case teams that secured significant financial recoveries for stockholders as well as\n\ncorporate governance reforms in the Delaware Court of Chancery and other courts throughout the\n\ncountry.\n\nROSEN LAW FIRM BIOGRAPHY 9\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 11 of 23\n\n\n\n\nHENRY BLOXENHEIM \u2013 ATTORNEY\n\n Mr. Bloxenheim graduated from Columbia Law School in 2023. Mr. Bloxenheim received\n\nhis B.A. in Political Science, summa cum laude, from Brooklyn College. Mr. Bloxenheim is\n\nadmitted to practice in New York and in the United States District Courts for the Southern District\n\nand Eastern District of New York.\n\nCHRISTIE BUZZETTI \u2013 ATTORNEY\n\n Ms. Buzzetti graduated from Brooklyn Law School in 2022. She received her B.A. in\n\nPolitical Science from the University of California, Los Angeles in 2016. Ms. Buzzetti is admitted\n\nto practice in New York.\n\nYITZCHOK (IZZY) FISHBACH \u2013 ATTORNEY\n\n Mr. Fishbach received his J.D. from Vanderbilt University Law School in 2022, where he\n\nserved as the Articles Editor of the Environmental Law and Policy Annual Review. He received\n\nhis B.A. in Political Science from Binghamton University in 2019. Mr. Fishbach is admitted to\n\npractice in New York, Tennessee, and the United States District Courts for the Eastern and\n\nSouthern Districts of New York.\n\nLUKE FOLEY \u2013 ATTORNEY\n\n Mr. Foley received his J.D. from the William and Mary Law School in 2022. He received\n\nhis B.A. in History and Citizenship & Civic Engagement from Syracuse University in 2016. Prior\n\nto joining the Rosen Law Firm in September 2023, Mr. Foley was the Law Clerk to the Hon.\n\nBarbara Buono Stanton of the New Jersey Superior Court, Passaic County. Mr. Foley is admitted\n\nto practice in Maryland.\n\nRYAN HEDRICK \u2013 ATTORNEY\n\n Mr. Hedrick received his J.D. from the University of Chicago in 2019. He received his\n\nB.A. in Linguistics and Political Science, summa cum laude, from The Ohio State University in\n\nROSEN LAW FIRM BIOGRAPHY 10\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 12 of 23\n\n\n\n\n2015. Mr. Hedrick joined the Rosen Law Firm in August 2019. Mr. Hedrick is admitted to practice\n\nin New York, New Jersey, the United States District Courts for the Eastern and Southern Districts\n\nof New York, the United States District Court for the District of New Jersey, and the United States\n\nDistrict Court for the District of Colorado.\n\nHA SUNG (SCOTT) KIM \u2013 ATTORNEY\n\n Mr. Kim received his J.D. from the Columbia Law School in 2017. He received his B.A.,\n\nmagna cum laude, from Wheaton College in 2013. Mr. Kim joined the Rosen Law Firm in January\n\n2020. Mr. Kim is admitted to practice in New York.\n\nIAN MCDOWELL \u2013 ATTORNEY\n\n Mr. McDowell graduated cum laude from the University of Richmond School of Law in\n\n2022. He received his B.A. from James Madison University in 2016. Mr. McDowell is admitted\n\nto practice in Pennsylvania and Maryland as well as the United States District Court for the Eastern\n\nDistrict of Pennsylvania.\n\nOLIVIA SIMKINS \u2013 ATTORNEY\n\n Ms. Simkins is a 2024 graduate of Tulane University School of Law. She earned her B.A.\n\nin Linguistics and English cum laude from Tulane University in 2017. Ms. Simkins is admitted to\n\npractice in Pennsylvania and the United States District Court for the Eastern District of\n\nPennsylvania.\n\nERIC JUN BI \u2013 LAW CLERK\n\n Mr. Bi is a 2024 graduate of Cornell Law School. He earned his Bachelor of Laws from\n\nYanching Institute of Technology in 2020. Mr. Bi is fluent in Mandarin.\n\n\n\n\nROSEN LAW FIRM BIOGRAPHY 11\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 13 of 23\n\n\n\n\nII. RECENT ACCOMPLISHMENTS OF THE ROSEN LAW FIRM, P.A.\n\n \u2022 Alibaba Group Holding Ltd., (S.D.N.Y.). Rosen Lead Counsel. $250 million.\n\n \u2022 Fiat Chrysler Automobiles, (S.D.N.Y.). Rosen Co-Lead Counsel. $110 million.\n\n \u2022 Infinity Q Diversified Alpha Fund, (N.Y. Supreme). Rosen Co-Lead Counsel. $48\n\n million.\n\n \u2022 Silver Wheaton Corp., (C.D. Cal.). Rosen Lead Counsel. $41.5 million.\n\n \u2022 Vanguard Chester Funds (E.D. Pa.). Rosen Lead Counsel. $40 million, pending Court\n\n approval.\n\n \u2022 Omega Healthcare Investors, Inc., (S.D.N.Y.). Rosen Lead Counsel. $30.75 million.\n\n \u2022 Magnachip Semiconductor Corp., (N.D. Cal.). Rosen Co-Lead Counsel. $29.7 million.\n\n \u2022 Och-Ziff Capital Management Group LLC,(S.D.N.Y.). Rosen Co-Lead Counsel.\n\n $28.75 million.\n\n \u2022 Walter Investment Management, (S.D. Fla.). Rosen Co-Lead Counsel. $24 million.\n\n \u2022 Galena Biopharma, Inc., (D. Or.). Rosen Co-Lead Counsel. $20.165 million.\n\n \u2022 El Pollo Loco Holdings, Inc., (C.D. Cal.). Rosen Co-Lead Counsel. $20 million.\n\n \u2022 Tibet Pharmaceuticals, Inc., (D.N.J.). Rosen Lead Counsel. $14 million bankruptcy\n\n settlement. $2.075 million with auditor.\n\n \u2022 USA Technologies, Inc., (E.D. Pa.). Rosen Lead Counsel. $15.3 million.\n\n \u2022 Zillow Group, Inc. Sec. Litig., (W.D. Wash.). Rosen Lead Counsel. $15 million.\n\n \u2022 Silvercorp Metals, Inc., (S.D.N.Y.). Rosen Plaintiffs\u2019 Counsel. $14 million.\n\n \u2022 Sandridge Energy, Inc., (W.D. Okla.). Rosen Co-Lead Counsel. $13.945 million.\n\n \u2022 Astec Industries, Inc., (E.D. Tenn.). Rosen Lead Counsel. $13.7 million.\n\n \u2022 Blue Apron Holdings, Inc., (E.D.N.Y.). Rosen Co-Lead Counsel. $13.25 million.\n\n\nROSEN LAW FIRM BIOGRAPHY 12\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 14 of 23\n\n\n\n\n \u2022 Canopy Growth Corporation, (D.N.J.). Rosen Co-Lead Counsel. $13 million.\n\n \u2022 SeaWorld Entertainment Inc. (Shareholder Derivative) (Del. Ch.). Rosen Co-Lead\n\n Counsel. $12.5 million.\n\n \u2022 The RealReal, Inc., (N.D. Cal.). Rosen Lead Counsel. $11 million.\n\n \u2022 Full Truck Alliance Co. (E.D.N.Y.) and (NY. Sup.). Rosen Federal Lead Counsel.\n\n $10.25 million.\n\n \u2022 Quest Energy Partners LP, (W.D. Okla.). Rosen Lead Counsel. $10.1 million all classes.\n\n \u2022 Prosper Marketplace, Inc., (Cal. Superior). Rosen Class Counsel. $10 million.\n\n \u2022 PG&E Corp., (N.D. Cal.). Rosen Co-Lead Counsel. $10 million.\n\n \u2022 Textainer Financial Servs. Corp., (Cal. Superior). Rosen Co-Lead Counsel. $10 million.\n\n \u2022 comScore, Inc. (Shareholder Derivative), Rosen Co-Lead Counsel. $10 million.\n\n \u2022 Santander Consumer USA Holdings Inc., (N.D. Tex.). Rosen Co-Lead Counsel. $9.5\n\n million.\n\n \u2022 Uxin Limited, (E.D.N.Y.). Rosen Lead Counsel. $9.5 million.\n\n \u2022 Concordia International Corp., (S.D.N.Y.). Rosen Lead Counsel. $9.25 million.\n\n \u2022 PPDAI Group Inc., (E.D.N.Y.). Rosen Lead Counsel. $9 million.\n\n \u2022 Puda Coal, (S.D.N.Y.). Rosen Co-Lead Counsel. $8.7 million.\n\n \u2022 RINO International Corporation, (C.D. Cal.). Rosen Lead Counsel. $8,685,000.\n\n \u2022 Acer Therapeutics, Inc., (S.D.N.Y.). Rosen Lead Counsel. $8.35 million.\n\n \u2022 Montage Technology Group Limited, (N.D. Cal.). Rosen Lead Counsel. $7.25 million.\n\n \u2022 AgFeed Industries, (M.D. Tenn.). Rosen Lead Counsel. $7 million.\n\n \u2022 Sundial Growers, Inc., (S.D.N.Y.). Rosen Co-Lead Counsel. $7 million.\n\n \u2022 Akazoo S.A., (E.D.N.Y.). Rosen Co-Lead Counsel. $6.51 million.\n\n\nROSEN LAW FIRM BIOGRAPHY 13\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 15 of 23\n\n\n\n\n \u2022 Global Brokerage, Inc. f/k/a FXCM, Inc. Sec. Litig., (S.D.N.Y.). Rosen Lead Counsel.\n\n $6.5 million.\n\n \u2022 Aeterna Zentaris, Inc., (D. N.J.). Rosen Class Counsel. $6.5 million.\n\n \u2022 Sunlands Technology Group, (E.D.N.Y.). Rosen Lead Counsel. $6.2 million.\n\n \u2022 Covia Holdings Corp., (N.D. Ohio). Rosen Lead Counsel. $6 million.\n\n \u2022 FalconStor Software, Inc., (E.D.N.Y.). Rosen Lead Counsel. $5 million.\n\n \u2022 Jumia Technologies AG, (S.D.N.Y.). Rosen Lead Counsel. $5 million.\n\n \u2022 Momo, Inc., (S.D.N.Y.). Rosen Lead Counsel. $5 million.\n\n \u2022 SOS Limited, (D.N.J.). Rosen Co-Lead Counsel. $5 million.\n\n \u2022 Missfresh Limited, (S.D.N.Y.). Rosen Co-Lead Counsel. $4.9039 million.\n\n \u2022 State Street, (D. Mass.). Rosen Lead Counsel. $4.9 million.\n\n \u2022 Dada Nexus Limited, (C.D. Cal.). Rosen Lead Counsel. $4.8 million, pending Court\n\n approval.\n\n \u2022 Altice USA Inc., (E.D.N.Y.). Rosen Lead Counsel. $4.75 million.\n\n \u2022 KIOR, Inc., (S.D. Tex.). Rosen Co-Lead Counsel. $4.5 million.\n\n \u2022 Entropin, Inc., (C.D. Cal.). Rosen Lead Counsel. $4.5 million.\n\n \u2022 Sonus Networks, Inc., (D. Mass). Rosen Co-Lead Counsel. $4.5 million.\n\n \u2022 Uni-Pixel, Inc., (S.D. Tex.). Rosen Co-Lead Counsel. $4.5 million.\n\n \u2022 China Expert Technology, Inc., (S.D.N.Y.). Rosen Lead Counsel. $4.2 million.\n\n \u2022 IDreamSky Technology Limited, (S.D.N.Y.). Rosen Co-Lead Counsel. $4.15 million.\n\n \u2022 Universal Travel Group, Inc., (D.N.J.). Rosen Lead Counsel. $4.075 million.\n\n \u2022 Allegiant Travel Co., (D. Nev.). Rosen Lead Counsel. $4 million.\n\n \u2022 Zynerba Pharms., Inc., (E.D. Pa.). Rosen Co-Lead Counsel. $4 million.\n\n\nROSEN LAW FIRM BIOGRAPHY 14\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 16 of 23\n\n\n\n\n \u2022 Dapper Labs, Inc., (S.D.N.Y.). Rosen Lead Counsel, $4 million.\n\n \u2022 Liberty Oilfield Services, Inc., (D. Colo.). Rosen Lead Counsel. $3.9 million.\n\n \u2022 Caribou Biosciences, Inc., (N.D. Cal.). Rosen Co-Lead Counsel. $3.9 million, pending\n\n Court approval.\n\n \u2022 China Electric Motor, Inc., (C.D. Cal.). Rosen Lead Counsel. $3,778,333.33.\n\n \u2022 IsoRay, Inc., (E.D. Wash.). Rosen Co-Lead Counsel. $3,537,500.\n\n \u2022 Deer Consumer Products, Inc., (C.D. Cal.). Rosen Lead Counsel. $3.55 million.\n\n \u2022 SAExploration Holdings, Inc., (S.D. Tex.). $3.55 million.\n\n \u2022 L&L Energy, Inc., (S.D.N.Y.). Rosen Lead Counsel. $3.5 million.\n\n \u2022 Tarena International, Inc., N (E.D.N.Y.). Rosen Lead Counsel. $3.5 million.\n\n \u2022 Catalyst Pharmaceutical Partners, Inc., (S.D. Fla.). Rosen Lead Counsel. $3.5 million.\n\n \u2022 Sunlight Financial Holdings, Inc., (S.D.N.Y.). Rosen Lead Counsel. $3.5 million.\n\n \u2022 Keyuan Petrochemicals, Inc. and Auditor, (S.D.N.Y.) & (D.N.J.). Rosen Lead Counsel.\n\n $3.5 million.\n\n \u2022 StockerYale, Inc., (D.N.H.). Rosen Lead Counsel. $3.4 million.\n\n \u2022 Industrial Enterprises of America, Inc., (S.D.N.Y.). Rosen Co-Lead Counsel. $3.4\n\n million.\n\n \u2022 Ampio Pharmaceuticals, Inc., (C.D. Cal.). Rosen Lead Counsel. $3.4 million.\n\n \u2022 Textura Corporation, (N.D Ill.). Rosen Lead Counsel. $3.3 million.\n\n \u2022 Roka Bioscience, Inc., (D.N.J.). Rosen Lead Counsel. $3.275 million.\n\n \u2022 Intrusion, Inc., No. 21-cv-307-SDJ (E.D. Tex.). Rosen Lead Counsel. $3.25 million.\n\n \u2022 Wedbush Morgan Securities, Inc., (Cal. Superior). Co-Lead Counsel. $3.2 million.\n\n\n\n\nROSEN LAW FIRM BIOGRAPHY 15\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 17 of 23\n\n\n\n\n \u2022 New Oriental Education & Technology Group Inc., (D.N.J.). Rosen Co-Lead Counsel.\n\n $3.15 million.\n\n \u2022 TierOne Corporation, (D. Neb.). Rosen Lead Counsel. $3.1 million.\n\n \u2022 GDS Holdings Limited, (C.D. Cal.). Rosen Lead Counsel. $3 million, pending Court\n\n approval.\n\n \u2022 Hanmi Financial Corporation, (C.D. Cal.). Rosen Lead Counsel. $3 million.\n\n \u2022 Cadiz, Inc., (C.D. Cal.). Rosen Co-Lead Counsel. $3 million.\n\n \u2022 Fat Brands, Inc., (C.D. Cal.). Rosen Lead Counsel. $3 million.\n\n \u2022 China Finance Online Co. Limited, (S.D.N.Y.). Rosen Lead Counsel. $3 million.\n\n \u2022 Skilled Healthcare Group, Inc., (C.D. Cal.). Rosen Co-Lead Counsel. $3 million.\n\n \u2022 Spectrum Pharms. Inc., (D. Nev.). Rosen Lead Counsel. $2.995 million.\n\n \u2022 MiMedx Group, Inc., (N.D. Ga.). Rosen Lead Counsel. $2.979 million.\n\n \u2022 Pegasus Communications Corp, (E.D. Pa.). Rosen Lead Counsel. $2.95 million.\n\n \u2022 Albany Molecular Research, (E.D.N.Y.). Rosen Lead Counsel. $2.868 million.\n\n \u2022 Lihua International, Inc., (S.D.N.Y.). Rosen Lead Counsel. $2.865 million.\n\n \u2022 TVIA, Inc., (N.D. Cal.). Rosen Lead Counsel. $2.85 million.\n\n \u2022 New Source Energy Partners LP, (S.D.N.Y.). Rosen Lead Counsel. $2.85 million.\n\n \u2022 Innocoll Holdings Public Ltd., (E.D. Pa.). Rosen Lead Counsel. $2.755 million.\n\n \u2022 Natural Health Trends Corp., et al., (N.D. Tex.). Rosen Lead Counsel. $2.75 million.\n\n \u2022 Sequans Communications, (E.D.N.Y.). Rosen Co-Lead Counsel. $2.75 million.\n\n \u2022 Akari Therapeutics PLC, (S.D.N.Y.). Rosen Lead Counsel. $2.7 million.\n\n \u2022 Electric Last Mile Solutions, (D.N.J.). Rosen Lead Counsel. $2.7 million.\n\n \u2022 Growlife, Inc., (C.D. Cal.). Rosen Lead Counsel. $2.7 million (cash and stock).\n\n\nROSEN LAW FIRM BIOGRAPHY 16\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 18 of 23\n\n\n\n\n \u2022 Tangoe, Inc., (D. Conn.). Rosen Co-Lead Counsel. $2.55 million.\n\n \u2022 Twitter, Inc., (Cal. Superior). Rosen Co-Lead Counsel. $2.5 million.\n\n \u2022 Radient Pharmaceuticals Corporation, (C.D. Cal.). Rosen Lead Counsel. $2.5 million.\n\n \u2022 Robert T. Harvey Securities Litigation, (C.D. Cal.). Rosen Co-Lead Counsel. $2.485\n\n million.\n\n \u2022 China Education Alliance, Inc., (C.D. Cal.). Rosen Lead Counsel. $2.425 million.\n\n \u2022 Oasmia Pharmaceuticals AB., (E.D.N.Y.). Rosen Co-Lead Counsel. $2.35 million.\n\n \u2022 BioAmber, Inc., (E.D.N.Y.). Rosen Co-Lead Counsel. $2.25 million.\n\n \u2022 DouYu International Holdings Ltd., (D.N.J.). Rosen Co-Lead Counsel. $2.25 million,\n\n pending Court approval.\n\n \u2022 NetApp, Inc., (N.D. Cal.). Rosen Lead Counsel. $2.25 million.\n\n \u2022 Akers Biosciences, Inc., (D.N.J.). Rosen Lead Counsel. $2.25 million.\n\n \u2022 Kanzhun Limited, (D.N.J.). Rosen Lead Counsel. $2.25 million.\n\n \u2022 SkyPeople Fruit Juice, (S.D.N.Y.). Rosen Lead Counsel. $2.2 million.\n\n \u2022 Caesarstone Sdot-Yam Ltd., (S.D.N.Y.). Rosen Co-Lead Counsel. $2.2 million.\n\n \u2022 RCI Hospitality Holdings Inc., (S.D. Tex.). Rosen Co-Lead Counsel. $2.2 million.\n\n \u2022 Fuwei Films, (S.D.N.Y.). Rosen Lead Counsel. $2.15 million.\n\n \u2022 Gulf Resources, Inc., (C.D. Cal.). Rosen Lead Counsel. $2.125 million.\n\n \u2022 PTC Inc., (D. Mass.). Rosen Lead Counsel. $2.1 million.\n\n \u2022 DS Healthcare Group, Inc., (S.D. Fla.). Rosen Lead Counsel. $2.1 million.\n\n \u2022 Indivior PLC, (D.N.J.). Rosen Lead Counsel. $2 million.\n\n \u2022 Orient Paper, Inc., (C.D. Cal.). Rosen Lead Counsel. $2 million.\n\n \u2022 Mesoblast Limited, (S.D.N.Y.). Rosen Lead Counsel. $2 million.\n\n\nROSEN LAW FIRM BIOGRAPHY 17\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 19 of 23\n\n\n\n\n \u2022 GTT Communications, Inc., No. 21-CV-270-DOC-AS (C.D. Cal.). $2 million.\n\n \u2022 iBio, Inc., (D. Del.). Rosen Lead Counsel. $1.875 million.\n\n \u2022 CD Projekt SA, No. CV-20-11627 (FMO)(RAOx) (C.D. Cal.). $1.85 million.\n\n \u2022 Ignite Restaurant Group, Inc., (S.D. Tex.). Rosen Lead Counsel. $1.8 million.\n\n \u2022 Electronic Game Card, Inc., (C.D. Cal.). Rosen Lead Counsel. $1.755 million.\n\n \u2022 BMW AG, (D.N.J.). Rosen Lead Counsel. $1.75 million.\n\n \u2022 Natural Health Trends Corp., (C.D. Cal.). Rosen Co-Lead Counsel. $1.75 million.\n\n \u2022 Corrrevio Pharma Corp.,(S.D.N.Y.). Rosen Co-Lead Counsel. $1.75 million.\n\n \u2022 Delstaff LLC (Merger Litigation), (Cal. Superior). $1.6425 million.\n\n \u2022 Worldwide Energy & Manufacturing USA, Inc, (Cal. Superior). Rosen Lead Counsel.\n\n $1.615 million.\n\n \u2022 Alliance MMA, Inc., (D.N.J.). Rosen Lead Counsel. $1.55 million.\n\n \u2022 Lightinthebox Holding Co., Ltd., (S.D.N.Y.). Rosen Lead Counsel. $1.55 million.\n\n \u2022 Nutracea, Inc., (D. Ariz.). Rosen Lead Counsel. $1.5 million.\n\n \u2022 Kraton Corporation, (S.D. Tex.). Rosen Lead Counsel. $1.5 million.\n\n \u2022 RMG Networks Holding Corporation (Merger Litigation), (Del. Ch.). $1.5 million.\n\n \u2022 BlueNRGY Group Ltd, f/k/a CBD Energy Ltd., (S.D. Tex.). Rosen Lead Counsel. $1.5\n\n million.\n\n \u2022 Ambow Education Holding Ltd., (C.D. Cal.). Rosen Lead Counsel. $1.5 million.\n\n \u2022 Active Power, Inc., (W.D. Tex.). Rosen Lead Counsel. $1.5 million.\n\n \u2022 Northfield Laboratories, Inc., (N.D. Ill.). Rosen Lead Counsel. $1.5 million.\n\n \u2022 PartsBase.com, Inc., (S.D. Fla.). Rosen Lead Counsel. $1.5 million.\n\n \u2022 China Natural Gas, Inc., (D. Del.). Rosen Lead Counsel. $1.5 million.\n\n\nROSEN LAW FIRM BIOGRAPHY 18\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 20 of 23\n\n\n\n\n \u2022 FAB Universal Corp., (S.D.N.Y.). Rosen Co-Lead Counsel. $1.5 million.\n\n \u2022 Sogou, Inc., (S.D.N.Y.). Rosen Co-Lead Counsel. $1.45 million.\n\n \u2022 Code Rebel Corp., (S.D.N.Y.). Rosen Co-Lead Counsel. $1.415 million.\n\n \u2022 Empyrean Bioscience, (N.D. Ga.). Rosen Lead Counsel. $1.4 million.\n\n \u2022 Shattuck Labs, Inc., (E.D.N.Y.). Rosen Lead Counsel. $1.4 million.\n\n \u2022 Longeveron, Inc., (S.D. Fla.). Rosen Lead Counsel. $1.395 million.\n\n \u2022 Agria, Inc., (D.N.J.). Rosen Lead Counsel. $1.3 million.\n\n \u2022 Ateerian, Inc., (S.D.N.Y.). Rosen Lead Counsel. $1.3 million.\n\n \u2022 CoCrystal Pharma, Inc., (D.N.J.). Rosen Lead Counsel. $1.265 million.\n\n \u2022 Wins Financial Holdings, Inc., (C.D. Cal.). Rosen Lead Counsel. $1.26 million, pending\n\n Court approval.\n\n \u2022 ERBA Diagnostics, Inc., (S.D. Fla.). Rosen Lead Counsel. $1.215 million.\n\n \u2022 Yingli Green Energy Holding Co. Ltd., (C.D. Cal.). Rosen Lead Counsel. $1.2 million.\n\n \u2022 Himax Technologies, Inc., (C.D. Cal.). Rosen Co-Lead Counsel. $1.2 million.\n\n \u2022 Flight Safety Technologies, Inc., (D. Conn.). Rosen Lead Counsel. $1.2 million.\n\n \u2022 M.H. Meyerson & Co., (D.N.J.). Rosen Lead Counsel. $1.2 million.\n\n \u2022 Izea, Inc., (C.D. Cal.). Rosen Co-Lead Counsel. $1.2 million.\n\n \u2022 India Globalization Capital, Inc., (D. Md.). Rosen Co-Lead Counsel. $1 million.\n\n \u2022 National Lampoon, Inc., (C.D. Cal.). Rosen Lead Counsel. $1 million.\n\n \u2022 Lentuo International, Inc., (C.D. Cal.). Rosen Lead Counsel. $1 million.\n\n \u2022 Katanga Mining Limited, (D.N.J.). Rosen Lead Counsel. $1 million.\n\n \u2022 Busybox.com, Inc., (Cal. Superior). Rosen Co-Lead Counsel. $1 million.\n\nIII. SECURITIES CLASS ACTIONS IN WHICH THE ROSEN LAW FIRM, P.A. IS CURRENTLY\nLEAD COUNSEL\n\nROSEN LAW FIRM BIOGRAPHY 19\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 21 of 23\n\n\n\n\n In re Maiden Holdings, Ltd. Securities Litigation, No. 19-CV-5296-RMB-JS (D.N.J.)\n\nRosen Co-Lead Counsel.\n\n In re ChinaCast Education Corporation Sec. Litig., No. CV 12-4621- JFW (PLAx) (C.D.\n\nCal.). Rosen Co-Lead Counsel.\n\n Kasillingam v. Tilray, Inc., No. 20-CV-3459 (PAC) (S.D.N.Y.). Rosen Lead Counsel.\n\n In re NIO, Inc. Securities Litigation, No. 19-CV-1424 (NGG) (JRC) (E.D.N.Y.). Rosen\n\nClass Counsel.\n\n Lavin v. Virgin Galactic Holdings Inc., No. 21-CV-3070 (ARR)(TAM) (E.D.N.Y.). Rosen\n\nLead Counsel.\n\n Handal v. Tenet Fintech Group, Inc., No. 21-cv-6461 (PKC)(RLM) (E.D.N.Y.). Rosen\n\nLead Counsel.\n\n Atery v. Astra Space, Inc., No. 22-cv-737 (NM)(MMH) (E.D.N.Y.). Rosen Co-Lead\n\nCounsel.\n\n Hoang v. ContextLogic, Inc., No. 21-cv-3930-BLF (N.D. Cal.). Rosen Co-Lead Counsel.\n\n Mallozzi v. Innovative Industrial Properties, Inc., No. 22-cv-2359-EP-JRA (D.N.J.).\n\nRosen Lead Counsel.\n\n Gru v. Axsome Therapeutics, Inc., No. 22-cv-3925 (AGS) (S.D.N.Y.). Rosen Co-Lead\n\nCounsel.\n\n Farhar v. Ontrak, Inc., No. 21-CV-1987-FLA-A (C.D. Cal.). Rosen Lead Counsel.\n\n In re Walmart Secs. Litig., No. 21-cv-55-CFC (D. Del.). Rosen Lead Counsel.\n\n Sanchez v. Arrival SA, No. 220cv0172 (DG)(RLM) (E.D.N.Y.). Rosen Lead Counsel.\n\n Winter v. Stronghold Digital Mining, Inc., No. 22-CV-3088 (RA). Rosen Lead Counsel.\n\n In re VEON Ltd. Sec. Litig., No. 15-cv-8672 (ALC)(OTW) (S.D.N.Y.). Rosen Lead\n\nCounsel.\n\nROSEN LAW FIRM BIOGRAPHY 20\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 22 of 23\n\n\n\n\n In re Volkswagen AG Sec. Litig., No. 22-cv-45-RDA-TCB (E.D. Va.). Rosen Lead\n\nCounsel.\n\n In re DiDi Global Inc. Sec. Litig., No. 21-CV-5807 (LAK) (S.D.N.Y). Rosen Lead\n\nCounsel.\n\n Patterson v. TerraForm Labs Pte Ltd., No. 22-cv-3600-TLT (N.D. Cal.). Rosen Lead\n\nCounsel.\n\n Diaz v. The Gap, Inc., No. 22-cv-7371 (DG)(RER) (E.D.N.Y.). Rosen Lead Counsel.\n\n Armbruster v. Gaia, Inc., No. 22-CV-3267 (D. Colo.). Rosen Lead Counsel.\n\n Pang v. Levitt (Core Scientific, Inc.), No. 22-CV-1191-LY (W.D. Tex.). Rosen Lead\n\nCounsel.\n\n Goodman v. Wheels Up Experience, Inc., No. 23-cv-2900 (OEM)(VMS) (E.D.N.Y.).\n\nRosen Lead Counsel.\n\n Brennan v. Latch, Inc., No. 22-CV-7473 (JGK) (S.D.N.Y.). Rosen Lead Counsel.\n\n In re Enovix Corp. Sec. Litig., No. 23-cv-71-SI (N.D. Cal.). Rosen Co-Lead Counsel.\n\n Gambrill v. CS Disco, Inc., No. 23-cv-8270 (LAK)(SN) (S.D.N.Y.). Rosen Lead Counsel.\n\n Lewandowski v. Tal Education Group, No. 23-cv-1769 (MEF) (JRA) (D.N.J.). Rosen Lead\n\nCounsel.\n\n HRSA-ILA Funds v. adidas AG, No. 23-CV-629-IM (D. Or.). Rosen Lead Counsel.\n\n Tan v. PacWest Bancorp., No. CV-23-1685 (JWH)(ADSx) (C.D. Cal.). Rosen Co-Lead\n\nCounsel.\n\n Maschhoff v. Polished.com, No. 22-cv-6605 (NGG)(VMS) (E.D.N.Y.). Rosen Lead\n\nCounsel.\n\n Donley v. Live Nation Entertainment, Inc., No. CV-23-6343 (KK)(ASx) (C.D. Cal.).\n\nRosen Co-Lead Counsel.\n\nROSEN LAW FIRM BIOGRAPHY 21\n\f Case 1:22-cv-03088-RA-GS Document 131-5 Filed 03/07/25 Page 23 of 23\n\n\n\n\n Pelham v. VBIT Tech. Corp., No. 23-CV-162-CFC-SRF (D. Del.). Rosen Lead Counsel.\n\n Sporn v. Brainstorm Cell Therapeutics, Inc., No. 23-cv-9630 (DEH) (S.D.N.Y.) Rosen\n\nLead Counsel.\n\n In re GigaCloud Tech. Sec. Litig., No. 23-cv-10645 (JMF) (S.D.N.Y.). Rosen Co-Lead\n\nCounsel.\n\n Glantz v. James River Group Holdings Ltd., No. 23-cv-10000 (LJL). Rosen Lead Counsel.\n\n Schelling v. Microvast Holdings, Inc., No. 23-cv-4565 (S.D. Tex.). Rosen Co-Lead\n\nCounsel.\n\n Sigman v. Nuscale Power Corp., No. 23-cv-1689-IM (D. Or.). Rosen Lead Counsel.\n\n Spitzer v. Flexon, No. 23-cv-8659-HDV (C.D. Cal.). Rosen Co-Lead Counsel.\n\n Bender v. Vertex Energy, Inc., No. 23-cv-2145 (S.D. Tex.). Rosen Lead Counsel.\n\n Hunter v. Blue Ridge Bankshares, Inc., No. 23-cv-8944 (DG)(JAM) (E.D.N.Y.). Rosen\n\nLead Counsel.\n\n Jaar v. Northern Genesis Acquisition Corp., No. 24-cv-2155 (JLR) (S.D.N.Y.). Rosen\n\nLead Counsel.\n\n Taylor v. The Chemours Company, No. 24-cv-361-RGA (D. Del.). Rosen Lead Counsel.\n\n Nowakowski v. AXT, Inc., No. 24-cv-2778-MMC (N.D. Cal.). Rosen Lead Counsel.\n\n Dorin v. Exscientia PLC, No. 24-cv-5692-RMD-AMD (D.N.J.). Rosen Lead Counsel.\n\n Pujo v. EHang Holdings Limited, No. 23-CV-10165-FLA (C.D. Cal.). Rosen Lead\n\nCounsel.\n\n In re Intel Corp. Sec. Litig., No. 24-cv-2683-TLT (N.D. Cal.). Rosen Co-Lead Counsel.\n\n In re Altimmune, Inc. Sec. Litig., No. 24-cv-1315-ABA (D. Md.). Rosen Co-Lead\n\nCounsel.\n\n Yarborough v. Ardelyx, Inc., No. 24-cv-12119-LTS (D. Mass.). Rosen Lead Counsel.\n\nROSEN LAW FIRM BIOGRAPHY 22\n\f","ocr_status":1,"date_upload":"2026-06-24T22:16:18.472920-07:00","document_number":"131","attachment_number":5,"pacer_doc_id":"127037111774","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 4-A - The Rosen Law Firm Biography","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980762/","id":483980762,"tags":[],"absolute_url":"/docket/63237038/131/6/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:15:14.813280-07:00","date_modified":"2026-06-25T07:51:15.035952-07:00","sha1":"58973775745082a3b7f115e8a49affd85881a5d2","page_count":5,"file_size":103918,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.6.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.6.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:22-cv-03088-RA-GS Document 131-6 Filed 03/07/25 Page 1 of 5\n\n\n\n\nEXHIBIT 4-B\n\f Case 1:22-cv-03088-RA-GS Document 131-6 Filed 03/07/25 Page 2 of 5\n\n\nPosition Seq# Firms Count Low 25th Percentile Median 75th Percentile High\n Akin Gump Strauss Hauer\nPartners 1 & Feld LLP 42 $1,135 $1,440 $1,775 $1,995 $1,995\nPartners 2 Jones Day LLP 2 $1,200 $1,250 $1,300 $1,350 $1,400\nPartners 3 Kirkland & Ellis LLP 184 $1,035 $1,343 $1,495 $1,795 $2,255\n Kramer Levin Naftalis &\nPartners 4 Frankel LLP 4 $1,665 $1,680 $1,688 $1,718 $1,800\nPartners 5 Latham & Watkins LLP 18 $1,018 $1,390 $1,620 $1,716 $2,035\nPartners 6 Milbank LLP 10 $1,495 $1,785 $1,895 $2,008 $2,045\nPartners 7 Morrison & Foerster LLP 10 $1,200 $1,219 $1,538 $1,713 $2,050\nPartners 9 Paul Hasting LLP 24 $1,375 $1,510 $1,663 $1,739 $1,935\n Paul Weiss Rifkind\nPartners 10 Wharton & Garrison LLP 18 $1,605 $1,929 $2,095 $2,175 $2,175\n Quinn Emanuel Urquhart\nPartners 11 & Sullivan LLP 21 $1,150 $1,385 $1,593 $1,770 $2,130\n Skadden Arps Slate\nPartners 12 Meagher & Flom LLP 23 $1,196 $1,460 $1,526 $1,607 $1,960\n Weil Gotshall & Manges\nPartners 13 LLP 48 $1,450 $1,595 $1,710 $1,898 $2,095\n Willkie Farr & Gallagher\nPartners 14 LLP 17 $1,380 $1,625 $1,750 $1,875 $2,050\n Wilmer Cutler Pickering\nPartners 15 Hale and Dorr LLP 11 $1,205 $1,350 $1,455 $1,550 $1,920\nAverage $1,497 $1,650 $1,779\nDiscount to market rate 85%\n 25th Median 75th\nPartner $1,273 $1,403 $1,512\n\f Case 1:22-cv-03088-RA-GS Document 131-6 Filed 03/07/25 Page 3 of 5\n\n\nPosition Seq# Firms Count Low 25th Percentile Median 75th Percentile High\n Akin Gump Strauss Hauer\nOf Counsel 1 & Feld LLP 37 $990 $1,120 $1,320 $1,380 $1,500\n\nOf Counsel 2 Kirkland & Ellis LLP 1 $1,585 $1,585 $1,585 $1,585 $1,585\n Kramer Levin Naftalis &\nOf Counsel 3 Frankel LLP 2 $1,280 $1,285 $1,290 $1,295 $1,300\nOf Counsel 4 Latham & Watkins LLP 6 $1,300 $1,340 $1,460 $1,460 $1,575\nOf Counsel 5 Milbank LLP 4 $1,320 $1,320 $1,320 $1,346 $1,425\nOf Counsel 6 Morrison & Foerster LLP 4 $1,050 $1,106 $1,163 $1,331 $1,725\nOf Counsel 8 Paul Hasting LLP 9 $1,025 $1,485 $1,510 $1,550 $1,785\n Paul Weiss Rifkind\nOf Counsel 9 Wharton & Garrison LLP 6 $1,650 $1,650 $1,650 $1,650 $1,650\n Quinn Emanuel Urquhart\nOf Counsel 10 & Sullivan LLP 6 $950 $1,215 $1,283 $1,350 $1,350\n Skadden Arps Slate\nOf Counsel 11 Meagher & Flom LLP 15 $975 $1,058 $1,269 $1,294 $1,790\n Weil Gotshall & Manges\nOf Counsel 12 LLP 16 $1,250 $1,375 $1,375 $1,406 $1,425\n Wilmer Cutler Pickering\nOf Counsel 13 Hale and Dorr LLP 2 $1,250 $1,265 $1,280 $1,295 $1,310\nAvg $1,317 $1,375 $1,412\nMedian $1,303 $1,320 $1,365\nDiscount to market rate 85%\n 25th Median 75th\nCounsel Avg $1,119 $1,169 $1,200\n\f Case 1:22-cv-03088-RA-GS Document 131-6 Filed 03/07/25 Page 4 of 5\n\n\nPosition Seq# Firms Count Low 25th Percentile Median 75th Percentile High\n Akin Gump Strauss Hauer\nAssociates 1 & Feld LLP 57 $535 $790 $905 $1,045 $1,250\nAssociates 2 Jones Day LLP 1 $725 $725 $725 $725 $725\nAssociates 3 Kirkland & Ellis LLP 281 $540 $795 $935 $1,115 $1,395\n Kramer Levin Naftalis &\nAssociates 4 Frankel LLP 3 $840 $975 $1,110 $1,113 $1,115\nAssociates 5 Latham & Watkins LLP 47 $650 $830 $1,065 $1,140 $1,295\nAssociates 6 Milbank LLP 19 $695 $860 $860 $1,023 $1,200\nAssociates 7 Morrison & Foerster LLP 10 $810 $830 $930 $1,074 $1,135\nAssociates 9 Paul Hasting LLP 36 $505 $841 $930 $1,164 $2,016\n Paul Weiss Rifkind\nAssociates 10 Wharton & Garrison LLP 37 $825 $825 $1,125 $1,270 $1,380\n Quinn Emanuel Urquhart\nAssociates 11 & Sullivan LLP 30 $575 $842 $905 $1,104 $1,315\n Skadden Arps Slate\nAssociates 12 Meagher & Flom LLP 51 $495 $833 $1,017 $1,148 $2,019\n Weil Gotshall & Manges\nAssociates 13 LLP 112 $690 $910 $1,065 $1,178 $1,345\n Willkie Farr & Gallagher\nAssociates 14 LLP 21 $575 $1,030 $1,185 $1,250 $1,350\n Wilmer Cutler Pickering\nAssociates 15 Hale and Dorr LLP 17 $680 $730 $850 $1,005 $1,195\nAverage $844 $972 $1,097\n\nDiscount to Market Rate 85% 25th Median 75th\n Avg $717 $826 $932\n\f Case 1:22-cv-03088-RA-GS Document 131-6 Filed 03/07/25 Page 5 of 5\n\n\nPosition Seq# Firms Count Low 25th Percentile Median 75th Percentile High\n Paul Weiss Rifkind\nStaff Attorney 1 Wharton & Garrison LLP 15 $595 $595 $595 $595 $625\n\n Quinn Emanuel Urquhart\nStaff Attorney 2 & Sullivan LLP 2 $446 $446 $446 $446 $446\n Wilmer Cutler Pickering\nStaff Attorney 3 Hale and Dorr LLP 1 $695 $695 $695 $695 $695\n $579 $579 $579\n\nDiscount to Market Rate 85% $491.87\n\f","ocr_status":1,"date_upload":"2026-06-24T22:16:30.387191-07:00","document_number":"131","attachment_number":6,"pacer_doc_id":"127037111775","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 4-B - Attorney Hour Compendium","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980763/","id":483980763,"tags":[],"absolute_url":"/docket/63237038/131/7/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:15:14.823335-07:00","date_modified":"2026-06-25T07:51:17.766466-07:00","sha1":"9dd8b1dcd0a7e8fdaebc1ae5a697f95361bdafdc","page_count":5,"file_size":212306,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.7.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.7.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:22-cv-03088-RA-GS Document 131-7 Filed 03/07/25 Page 1 of 5\n\n\n\n\n EXHIBIT 5\n\f Case 1:22-cv-03088-RA-GS Document 131-7 Filed 03/07/25 Page 2 of 5\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n MARK WINTER, Individually and on Behalf of\n All Others Similarly Situated, Case No. 1:22-cv-03088-RA\n\n Plaintiff,\n\n v.\n\n STRONGHOLD DIGITAL MINING, INC.,\n GREGORY A. BEARD, RICARDO R. A\n LARROUD\u00c9, WILLIAM B. SPENCE, B.\n RILEY SECURITIES, INC., COWEN AND\n COMPANY, LLC, TUDOR, PICKERING,\n HOLT & CO. SECURITIES, LLC, D.A.\n DAVIDSON & CO., COMPASS POINT\n RESEARCH & TRADING, LLC, and\n NORTHLAND SECURITIES, INC.,\n\n Defendants.\n\n\n\n DECLARATION OF SHANNON L. HOPKINS ON BEHALF OF LEVI & KORSINSKY,\n LLP CONCERNING ATTORNEYS\u2019 FEES AND EXPENSES\n\n I, Shannon L. Hopkins, hereby declare and state, under penalty of perjury, that the\n\nfollowing is true and correct to the best of my knowledge, information, and belief:\n\n 1. I am an attorney duly licensed to practice law in New York and before this Court.\n\nI am a Partner at Levi & Korsinsky, LLP (\u201cLevi & Korsinsky\u201d), counsel for plaintiff Gulzar\n\nAhmed (\u201cMr. Ahmed\u201d) in this litigation (the \u201cAction\u201d). My firm served as Co-Lead Counsel for\n\nthe putative Class in this Action from August 4, 2022 until January 19, 2024, when Court-\n\nappointed Co-Lead Plaintiff, Mr. Ahmed, had to withdraw as Co-Lead Plaintiff due to personal\n\nhealth reasons. See Dkt. Nos. 98, 99. I have personal knowledge of the matters set forth herein\n\nand, if called upon, I could and would competently testify thereto.\n\n 2. A copy of Levi & Korsinsky\u2019s firm resume is attached hereto as Exhibit A.\n 1\n\f Case 1:22-cv-03088-RA-GS Document 131-7 Filed 03/07/25 Page 3 of 5\n\n\n\n 3. During its tenure as Co-Lead Counsel, Levi & Korsinsky rendered the following\n\nlegal services in connection with the prosecution of the Action: (1) conducted a comprehensive\n\ninvestigation into the claims asserted in the operative complaint that involved, among other things, a\n\nreview of publicly available information regarding the Company, and interviews of Stronghold\n\nformer employees; (2) drafted the Amended Class Action Complaint; (2) engaged a damages and\n\ncausation expert; (3) co-drafted, with Lead Counsel, Plaintiffs\u2019 opposition to the Underwriter and\n\nStronghold Defendants\u2019 Motions to Dismiss; (4) assisted in preparation for, and attended, the Court\u2019s\n\nhearing for oral arguments on the Underwriter and Stronghold Defendants\u2019 Motions to Dismiss; (5)\n\nparticipated in the Fed. R. Civ. P. 26(f) conference with Defendants\u2019 Counsel and negotiated a\n\nproposed Case Management Plan and Scheduling Order with Defendants\u2019 Counsel for submission to\n\nthe Court; (6) led drafting of the ESI Protocol and participated in multiple meet-and-confer sessions\n\non this and related discovery matters; (7) drafted and served interrogatories and document requests\n\non the Stronghold Defendants and the Underwriter Defendants, and met-and-conferred with Defense\n\nCounsel about their responses and objections to those discovery requests; (8) drafted Initial\n\nDisclosures pursuant to Fed. R. Civ. P. 26(a) and reviewed Defendants\u2019 Initial Disclosures, and\n\nengaged in meet-and-confer efforts with Defendants\u2019 Counsel concerning those Initial Disclosures;\n\nand (9) negotiated the retention of a document repository vendor to provide a platform for the orderly\n\nreview of Defendants\u2019 document production.\n\n 4. The chart below is a summary of time expended by the attorneys at Levi &\n\nKorsinsky on the Action, and the lodestar calculation based on their current billing rate. The chart\n\nwas prepared from contemporaneous, daily time records regularly prepared and maintained by my\n\nfirm.\n\n 5. My firm performed a total of 880.80 professional work hours in the prosecution of\n 2\n\f Case 1:22-cv-03088-RA-GS Document 131-7 Filed 03/07/25 Page 4 of 5\n\n\n\nthe Action. The total lodestar amount for my firm is $676,105.00.\n\n Employee (Position) Years of Practice Hours Rate Lodestar\n Shannon Hopkins (Partner) 22 141.50 $ 1,075.00 $ 152,112.50\n Gregory Potrepka (Partner) 10 2.00 $ 975.00 $ 1,950.00\n Andrew Lencyk (Counsel) 33 409.00 $ 850.00 $ 347,650.00\n David Jaynes (Senior Associate) 10 2.50 $ 750.00 $ 1,875.00\n Melissa Meyer (Associate) 6 0.50 $ 650.00 $ 325.00\n Cole von Richthofen (Associate) 3 277.55 $ 550.00 $ 152,652.50\n Michael Keating (Associate) 6 17.60 $ 500.00 $ 8,800.00\n Rachel Berger (Associate) 5 1.25 $ 500.00 $ 625.00\n Alexandra Kushnir (Admin. Asst.) N/A 1.25 $ 350.00 $ 437.50\n Amanda Herda (Paralegal) N/A 5.10 $ 350.00 $ 1,785.00\n Arden Westphalen (Paralegal) N/A 8.50 $ 350.00 $ 2,975.00\n Jenn King (Dir. of Operations) N/A 0.55 $ 350.00 $ 192.50\n Samantha Phillips (Paralegal) N/A 13.50 $ 350.00 $ 4,725.00\n Total 880.80 $ 676,105.00\n\n 6. Levi & Korsinsky expended a total of $23,948.76 in un-reimbursed expenses in\n\nconnection with the prosecution of the Action broken down as follows:\n\n Expense Type Amount\n Filing Fees $350.00\n Expert Fees $8,997.00\n Travel Fees $310.82\n Court Reporter Fees $28.15\n Meals $396.87\n Postage $96.75\n Research Fees $1,162.02\n Investigator Fees $10,607.15\n Witness Legal Representation $2,000.00\n Total $23,948.76\n\n 7. The expenses set forth above are reflected in counsel\u2019s books and records. These\n\nbooks and records are prepared from expense vouchers, check records, and financial statements\n\nprepared in the normal course of business for my firm and are an accurate record of the expenses\n\nincurred in the prosecution of the Action.\n\n I declare under penalty of perjury that the foregoing is true and correct.\n\n\n 3\n\f Case 1:22-cv-03088-RA-GS Document 131-7 Filed 03/07/25 Page 5 of 5\n\n\n\nExecuted on March 3, 2025 in Stamford, Connecticut. /s/ Shannon L. Hopkins\n Shannon L. Hopkins\n\n\n\n\n 4\n\f","ocr_status":1,"date_upload":"2026-06-24T22:16:46.702173-07:00","document_number":"131","attachment_number":7,"pacer_doc_id":"127037111776","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 5 - Declaration of Shannon L. Hopkins","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483980764/","id":483980764,"tags":[],"absolute_url":"/docket/63237038/131/8/winter-v-stronghold-digital-mining-inc/","date_created":"2026-06-24T22:15:14.833284-07:00","date_modified":"2026-06-25T07:44:24.923857-07:00","sha1":"112f92505bc2d0c0673289311c44e8d827bd14bb","page_count":80,"file_size":4756773,"filepath_local":"recap/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.8.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.578308/gov.uscourts.nysd.578308.131.8.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 1 of 80\n\n\n\n\n EXHIBIT 5-A\n\f Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 2 of 80\n\n New York\n 33 Whitehall Street\n 17th Floor\n New York, NY 10004\n Tel : 212-363-7500\n Fax : 212-363-7171\n\n Washington, D.C.\n 1101 Vermont Ave., NW\n Suite 800\n Washington, DC 20005\n\n Firm Resume\n Tel: 202-524-4290\n Fax: 202-333-2121\n\n Connecticut\n 1111 Summer Street,\n Suite 403\n Stamford, CT 06905\n Tel : 203-992-4523\n\n Los Angeles\n 445 South Figueroa Street\n 31st Floor\n Los Angeles, CA 90071\n Tel: 213-985-7290\n\n San Francisco\n 1160 Battery Street East,\n Suite 100 - #3425\n San Francisco, CA 94111\n Tel: 415-373-1671\n\nRepresentation. Fax: 415-484-1294\n\n\n\nWhere & When you need it.\n\f ContentsCase 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 3 of 80\n\nAbout the Firm Counsel Staff Attorneys\n \u2022 ANDREW E. LENCYK \u2022 PHILIP AHWESH\nPractice Areas \u2022 BRIAN STEWART \u2022 KATHY AMES-VALDIVIESO\n \u2022 KAROLINA CAMPBELL\nSecurities Fraud Class Actions \u2022 LEAH FARRAR\n \u2022 CHRISTINA FUHRMAN\nDerivative, Corporate Governance & Senior Associates \u2022 RUBEN MARQUEZ\nExecutive Compensation \u2022 JORDAN A. CAFRITZ \u2022 CATHERINE SOO\n \u2022 MORGAN EMBLETON\nMergers & Acquisitions \u2022 DAVID C. JAYNES\n \u2022 CORREY A. SUK\nConsumer Litigation\n\n Associates\nOur Attorneys \u2022 COLIN BROWN\n \u2022 AMANDA FOLEY\nManaging Partners\n \u2022 NOAH GEMMA\n\u2022 EDUARD KORSINSKY\n \u2022 DEVYN R. GLASS\n\u2022 JOSEPH E. LEVI\n \u2022 GARY ISHIMOTO\n \u2022 TRAVIS JOHNSON\nPartners \u2022 SIDHARTH KAKKAR\n\u2022 ADAM M. APTON \u2022 ALEXANDER KROT\n\u2022 DONALD J. ENRIGHT \u2022 MELISSA MEYER\n\u2022 SHANNON L. HOPKINS \u2022 CINAR ONEY\n\u2022 GREGORY M. NESPOLE \u2022 AARON PARNAS\n\u2022 COURTNEY E. MACCARONE \u2022 MICHAEL POLLACK\n\u2022 NICHOLAS I. PORRITT \u2022 P. COLE VON RICHTHOFEN\n\u2022 GREGORY M. POTREPKA \u2022 ALYSSA TOLENTINO\n\u2022 MARK S. REICH \u2022 MAX WEISS\n\u2022 DANIEL TEPPER\n\u2022 ELIZABETH K. TRIPODI\n\n\n\n\n 2\n\fAbout the Firm\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 4 of 80\n\n\n\n\nLevi & Korsinsky, LLP is a national law firm with decades of combined experience\nlitigating complex securities, class, and consumer actions in state and federal courts\nthroughout the country. Our main office is located in New York City and we also maintain\noffices in Connecticut, California, and Washington, D.C.\n\nWe represent the interests of aggrieved shareholders in class action and derivative\nlitigation through the vigorous prosecution of corporations that have committed\nsecurities fraud and boards of directors who have breached their fiduciary duties. We\nhave served as Lead and Co-Lead Counsel in many precedent\u2013setting litigations,\nrecovered hundreds of millions of dollars for shareholders via securities fraud lawsuits,\nand obtained fair value, multi-billion dollar settlements in merger transactions.\n\nWe also represent clients in high-stakes consumer class actions against some of the\nlargest corporations in America. Our legal team has a long and successful track record of\nlitigating high-stakes, resource-intensive cases and consistently achieving results for our\nclients.\n\nOur attorneys are highly skilled and experienced in the field of securities class action\nlitigation. They bring a vast breadth of knowledge and skill to the table and, as a\nresult, are frequently appointed Lead Counsel in complex shareholder and consumer\nlitigations in various jurisdictions. We are able to allocate substantial resources to each\ncase, reviewing public documents, interviewing witnesses, and consulting with experts\nconcerning issues particular to each case. Our attorneys are supported by exceptionally\nqualified professionals including financial experts, investigators, and administrative staff,\nas well as cutting-edge technology and e-discovery systems. Consequently, we are able\nto quickly mobilize and produce excellent litigation results. Our ability to try cases, and\nwin them, results in substantially better recoveries than our peers.\n\nWe do not shy away from uphill battles \u2013 indeed, we routinely take on complex\nand challenging cases, and we prosecute them with integrity, determination, and\nprofessionalism.\n\n\n\n\n 3\n\f Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 5 of 80\n\n\n\n\n \u2022 Securities Fraud Class Actions\n\n \u2022 Derivative, Corporate\n Governance & Executive\n Compensation\nPractice Areas \u2022 Mergers & Acquisitions\n\n \u2022 Consumer Litigation\n\n\n\n\n 4\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 6 of 80\n\n\n\n\n Securities Class Action\nOver the last several years, Levi & Korsinsky has Some of the Firm\u2019s recent settlements include:\nbeen lead or co-lead counsel in more than 50\nsecurities class actions that have resulted in over In In re Grab Holdings Securities Litigation, No.\n$200 million in recoveries for investors. Currently, 1:22-cv-02189-JLR (S.D.N.Y.), the Firm served as co-\nthe Firm is actively litigating numerous securities Lead Counsel and obtained a $80 million recovery\nclass actions, as either sole or co-lead counsel, on behalf of investors. There, co-Lead Plaintiffs\nclaiming billions of dollars in damages suffered alleged that Defendants made false and misleading\nby injured investors. Since 2020, Levi & Korsinsky statements concerning Grab\u2019s driver supply and\nhas consistently ranked in the Top 10 in terms of incentive spending during its public debut. Co-\nnumber of settlements achieved for shareholders Lead Counsel achieved this excellent result after\neach year, according to reports published by ISS. prevailing against Defendants\u2019 Motion to Dismiss\nLevi & Korsinsky was also ranked as one of the and while in the midst of discovery. On January 13,\nTop 5 Securities Firms for the period from 2018 2025, the U.S. District Court for the Southern District\nto 2020 in Lex Machina\u2019s Securities Litigation of New York granted preliminary approval of the\nReport. Law360 dubbed Levi & Korsinsky one of settlement. The hearing on the Motion for Final\nthe \u201cbusiest securities firms\u201d in what is \u201con track to Approval is scheduled for May 15, 2025.\nbe one of the busiest years for federal securities\nlitigation\u201d in 2018. Since 2019, Lawdragon Magazine In In re QuantumScape Securities Clas Action, No.\nhas ranked multiple members of Levi & Korsinsky 3:21-cv-00058-WHO (N.D. Cal.), the Firm attained\namong the 500 Leading Plaintiff Financial Lawyers a $47.5 million recovery on behalf of a class of\nin America. investors who sustained damages in connection\n with claims alleging that QuantumScape misled\n the public about its prototype battery during its\n December 8, 2020 Solid-State Battery Showcase\n and in subsequent public statements. This\n significant recovery was achieved after over three\n years of vigorous litigation during which counsel\n defeated Defendants\u2019 motion to dismiss and\n obtained class certification. The Court granted final\n approval on January 22, 2025.\n\n\n\n 5\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 7 of 80\n\n\n\n\n Securities Class Action \u201cI find the firm to be well-qualified to\n serve as Lead Counsel.\u201d\n The Honorable Andrew L. Carter, Jr. In Snyder v. Baozun\nIn In re U.S. Steel Consolidated Cases, No. 2:17- Inc., No. 1:19-cv-11290-ALC-KNF (S.D.N.Y. Sept. 8, 2020)\n579-CB (W.D. Pa.), the Firm obtained a $40 million\nrecovery on behalf of a certified class of U.S. Steel\n In Rougier v. Applied Optoelectronics, Inc.,\ninvestors who sustained damages in connection with\n No. 4:17-cv-2399-GHC-CAB (S.D. Tex.), the Firm\nfalse and materially misleading statements about\n served as sole Lead Counsel, prevailed against\nits Carnegie Way initiative. The settlement followed\n Defendants\u2019 Motion to Dismiss, and achieved\nyears of hard-fought discovery and class certification\n class certification before the Parties reached a\nlitigation.\n settlement. The Court granted final approval of a\n $15.5 million settlement on November 24, 2020.\nIn Kohl v. Loma Negra Industrial Argentina\n In Martin v. Altisource Residential Corp., No. 15- cv-\nSociedad Argentina, Index, No. 653114/2018 (Sup.\n 00024 (AET) (GWC) (D.V.I.) the Firm acted as sole\nCt., N.Y. Cty.), the Firm secured a $24.6 million\n Lead Counsel and successfully defeated multiple\nrecovery on behalf of a class of investors who\n motions to dismiss directed at the amended\nsustained damages in connection with materially\n class complaints alleging that Defendants\nfalse, misleading and incomplete statements\n misrepresented aspects of its relationship with\nmade during Loma Negra\u2019s November 2017 IPO\n mortgage servicer Ocwen Financial Corp. After\nconcerning: (i) bribery and other corruption-related\n engaging in substantial discovery, the Firm\nwrongdoing by Loma\u2019s parent company and its\n obtained a $15.5 million recovery for the class of\nconstruction subsidiary; and (ii) the Argentine\n Altisource Residential investors.\ngovernment\u2019s cutbacks of funding for public works,\nfrom which Loma derived substantial revenues. This\nhard-won result was achieved after Plaintiff prevailed\nagainst Defendants\u2019 motion to dismiss, survived\nDefendant\u2019s appeal of the motion to dismiss order, \u201clead counsel achieved a very good\ndefeated Defendant\u2019s motion for summary judgment, result in this case\u201d\nobtained class certification, and overcame appeals The Honorable Lewis J. Liman in In re AppHarvest\nof both the motion for summary judgment and class Securities Litigation, No. 1:21-cv-7985 (S.D.N.Y July 11, 2024)\ncertification orders.\n\n\n\n\n 6\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 8 of 80\n\n\n\n\n Securities Class Action \u201cPlaintiffs\u2019 selected Class Counsel,\n the law firm of Levi & Korsinsky,\nIn Ferraro Family Foundation, Inc. et al. v. Corcept LLP, has demonstrated the zeal and\nTherapeutics Incorporated, et al., No. 3:19-cv-\n01378-JD (N.D. Cal.), the Firm served as sole Lead\n competence required to adequately\nCounsel and obtained a $14 million recovery on represent the interests of the Class.\nbehalf of a class investors who suffered damages The attorneys at Levi & Korsinsky\nin connection with false and misleading statements have experience in securities and\nrelated to Corcept\u2019s marketing of its prescription class actions issues and have been\nmedicine, Korlym. The settlement followed years of appointed lead counsel in a significant\nhard-fought litigation and extensive discovery.\n number of securities class actions\nIn Pratyush v. Full Truck Alliance Co. Ltd., at el., across the country.\u201d\nNo. 1:21-cv-03903-LDH-MMH (E.D.N.Y.), the Firm The Honorable Christina Bryan in Rougier v. Applied\nobtained a $10.25 million settlement that globally Optoelectronics, Inc., No. 4:17-cv-02399-GHC-CAB (S.D.\n Tex. Nov. 13, 2019)\nresolved both the above-cited federal action and\nthe state action, In re Full Truck Alliance Co. Ltd. In In re Nano-X Securities Litigation, No. 1:21-cv-\nSec. Litig., No. 654232/2021 (Sup. Ct. N.Y. Cnty.). Both 05517-RPK-PK (E.D.N.Y.), the Firm obtained a\nactions concerned false and misleading statements $8 million recovery to globally resolve federal\nrelating to Full Truck\u2019s compliance with orders securities claims alleged against Nano-X Imaging\nby Chinese government regulators to modify its Ltd. in the above-referenced In re Nano-X action\nbusiness practices, which were made in connection and in White v. Nano-X Imaging Ltd., No. 1-20-cv-\nwith the company\u2019s public debut. This settlement 04355-WFK-MMH (E.D.N.Y.). The In re Nano-X action\nwas reached at a time when motions to dismiss filed concerned false and misleading statements relating\nby the Defendants were still pending in both actions to Nano-X\u2019s claims that its imaging system could\nand as such, posed a risk to the classes. be manufactured at costs far lower than current\n systems and claims that such technology would\n work at least as well as existing technologies. This\n global settlement was reached at a time when a\n motion to dismiss filed by the Defendants were still\n pending in the In re Nano-X action and as such,\n posed a risk of dismissal.\n\n\n 7\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 9 of 80\n\n\n\n\n Securities Class Action In appointing the Firm Lead Counsel,\n the Honorable Analisa Torres noted\nLevi & Korsinsky has been appointed lead or co-lead our \u201cextensive experience\u201d in securities\ncounsel in the following securities actions:\n litigation.\n\u2022 Shim v. DZS Inc., et al., White Pine Invs. v. CVR Ref., LP, No. 1:20-CV-2863-AT\n (S.D.N.Y. Jan. 5, 2021)\n4-23-CV-549-SDJ (E.D. Tex. February 26, 2025)\n\u2022 Wilson v. Xerox Holdings Corp., \u2022 Ventrillo et al v. Paycom Software Inc et al,\n1-24-cv-08809-DH (S.D.N.Y., February 18, 2025) No. 5:23-cv-01019 (W.D. Okla. April 23, 2024)\n\u2022 Khajerian v. Seastar Med. Holding Corp., et al, \u2022 Shih v. Amylyx Pharmaceuticals, Inc. et al,\n1:24-cv-01873-RMR (D. Colo. December 27, 2024) No. 1:24-cv-00988-AS (S.D.N.Y. April 17, 2024)\n\u2022 Holzer v. Bumble Inc., et al., \u2022 Olmstead v. Biovie, Inc. et al,\n1:24-cv-01131-RP (W.D. Tex. December 19, 2024) No. 3:24-cv-00035-LRH-CSD (D. Nev. April 15, 2024)\n\u2022 In re New Fortress Energy Inc. Securities Litigation, \u2022 Wilhite v. Expensify, Inc., et al.,\n1:24-cv-07032-JGK (S.D.N.Y. December 17, 2024) No. 3:23-cv-01784-JR (D. Or. February 29, 2024)\n\u2022 Stary v. Teladoc, Inc. et al., \u2022 Walling v. Generac Holdings, Inc., et al.,\n7:24-cv-03849-KMK (S.D.N.Y. December 10, 2024) No. 3:23-cv-0808 (W.D. Wis. February 7, 2024)\n\u2022 In re American Airlines Group Inc. Securities \u2022 Hubacek v. ON Semiconductor Corporation et\nLitigation al.,\n4:24-cv-00673-O (N.D. Tex. November 22, 2024) No. 1:23-cv-01429-GBW (D. Del. February 29, 2024)\n\u2022 Beaumont v. Paucek, et al., \u2022 Ragan v. Farfetch Limited, et al.,\n8:24-cv-01723-DLB (D. Md. September 13, 2024) No. 8:23-cv-2857-MJM (D. Md. January 19, 2024)\n\u2022 Edward M. Doller v. Hertz Global Holdings, Inc. et al., \u2022 Gurevitch v. KeyCorp et al.,\n2:24-cv-00513-JLB-KCD (M.D. Fla. August 14, 2024) No. 1:23-cv-01520-DCN (N.D. Ohio December 26,\n\u2022 Stephens v. Maplebear Inc., et al., 2023)\n24-cv-00465-EJD (N.D. Cal. July 1, 2024) \u2022 Lowe v. Tandem Diabetes Care, Inc. et al.,\n\u2022 Lucid Alternative Fund, LP v. Innoviz Technologies No. 3:23-cv-01657-H-BLM (S.D. Cal. December 5,\nLtd., et al., 2023)\n1:24-cv-01971-AT (S.D.N.Y. June 4, 2024)\n\n 8\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 10 of 80\n\n\n\n\n Securities Class Action \u201cI find the firm to be well-qualified to\n serve as Lead Counsel.\u201d\n\u2022 Perez v. Target Corporation et al.,\n The Honorable Andrew L. Carter, Jr. In Snyder v. Baozun\nNo. 0:23-cv-00769-PJS-TNL (D. Minn. November 13, Inc., No. 1:19-CV-11290 (S.D.N.Y. Sept. 8, 2020)\n2023) \u2022 Baylor v. Honda Motor Co., Ltd., et al.,\n\u2022 Thant v. Rain Oncology Inc. et al., No. 2:23-cv-00794-GW-AGR (C.D. Cal. May 8, 2023)\nNo. 5:23-cv-03518-EJD (N.D. Cal. November 1, 2023) \u2022 Olsson v. PLDT Inc. et al.,\n\u2022 Villanueva v. Proterra Inc. et al., No. 2:23-cv-00885-CJC-MAA (C.D. Cal. April 26,\nNo. 5:23-cv-03519-BLF (N.D. Cal. October 23, 2023) 2023)\n\u2022 Martin v. BioXcel Therapeutics, Inc. et al., \u2022 Ryan v. FIGS, Inc. et al.,\nNo. 3:23-cv-00915-SVN (D. Conn. October 4, 2023) No. 2:22-cv-07939-ODW (C.D. Cal. February 14,\n 2023)\n\u2022 Scott Petersen v. Stem, Inc., et al.,\n \u2022 Schoen v. Eiger Biopharmaceuticals, Inc., et al.,\nNo. 3:23-cv-02329-MMC (N.D. Cal. August 22, 2023)\n No. 3:22-cv-6985-RS (N.D. Cal. February 3, 2023)\n\u2022 Solomon v. Peloton Interactive, Inc. et al.,\n \u2022 Fernandes v. Centessa Pharmaceuticals plc, et\nNo. 1:23-cv-04279-MKB-JRC (E.D.N.Y. September 7, 2023) al.,\n\u2022 Thant v. Veru, Inc., et al., No. 1:22-cv-08805-GHW-SLC (S.D.N.Y. December\nNo. 1:22-cv-23960-KMW (S.D. Fla. July 27, 2023) 12, 2022)\n\u2022 Zhang V. Gaotu Techedu Inc., et al., \u2022 Gilbert v. Azure Power Global Limited, et al.,\nNo. 1:22-cv-07966-PKC-CLP (E.D.N.Y. July 16, 2023) No. 1:22-cv-07432-GHW (S.D.N.Y. December 8, 2022\n\u2022 Jaramillo v. Dish Network Corporation, et al., \u2022 Pugley v. Fulgent Genetics, Inc. et al.,\nNo. 1:23-cv-00734-GPG-SKC (D. Colo. July 16, 2023) No. 2:22-cv-06764-CAS-KLS (C.D. Cal. November\n 30, 2022)\n\u2022 Howard M. Rensin, Trustee Of The Rensin Joint Trust v.\nUnited States Cellular Corporation, et al., \u2022 Michalski v. Weber Inc., et al.,\nNo. 1:23-cv-02764-MMR (N.D. Ill. July 11, 2023) No. 1:22-cv-03966-EEB (N.D. Ill. November 29, 2022)\n\u2022 Holland v. Rite Aid Corporation, et al., \u2022 Edge v. Tupperware Brands Corporation, et al.,\nNo. 1:23-cv-00589-JG (N.D. Ohio June 22, 2023) No. 6:22-cv-1518-RBD-LHP (M.D. Fla. September 16,\n 2022)\n\n\n\n 9\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 11 of 80\n\n\n\n\n Securities Class Action \u201cClass Counsel have demonstrated\n that they are skilled in this area of\n the law and therefore adequate to\n\u2022 Carpenter v. Oscar Health, Inc., et al., represent the Settlement Class as\n The Honorable Barry Ted Moskowitz in In re Regulus\nNo. 1:22-cv-03885-VSB-VF (S.D.N.Y. September 27,\n Therapeutics Inc. Sec. Litig., No. 3:17-CV-182-BTM-RBB\n2022)\n (S.D. Cal. Oct. 30, 2020)\n\u2022 In re Nano-X Imagining Ltd. Securities Litigation,\nNo. 1:20-cv-04355-WFK-MMH (E.D.N.Y. August 30, \u2022 In re Coinbase Global, Inc. Securities Litigation,\n2022)\n No. 3:21-cv-05634-TLT (N.D. Cal. November 5, 2021)\n\u2022 Patterson v. Cabaletto Bio, Inc., et al.,\n \u2022 Miller v. Rekor Systems, Inc. et al.,\nNo. 2:22-cv-00737-JMY (E.D. Pa. August 10, 2022)\n No. 1:21-cv-01604-GLR (D. Md. September 16, 2021)\n\u2022 Rose v. Butterfly Network, Inc., et al.,\n \u2022 Zaker v. Ebang International Holdings Inc. et al.,\nNo. 2:22-cv-00854-MEF-JBC (D.N.J. August 8, 2022)\n No. 1:21-cv-03060-KPF (S.D.N.Y. July 21, 2021)\n\u2022 Winter v. Stronghold Digital Mining, Inc., et al.,\n \u2022 Valdes v. Kandi Technologies Group, Inc. et al.,\nNo. 1:22-cv-03088-RA (S.D.N.Y. August 4, 2022)\n No. 2:20-cv-06042-LDH-AYS (E.D.N.Y. April 20, 2021)\n\u2022 Poirer v. Bakkt Holdings, Inc.,\n \u2022 John P. Norton, On Behalf Of The Norton Family\nNo. 1:22-cv-02283-EK-PK (E.D.N.Y. August 3, 2022) Living Trust UAD 11/15/2002 V. Nutanix, Inc. Et Al,\n\u2022 In re Meta Materials Inc. Securities Litigation, No. 3:21-cv-04080-WHO (N.D. Cal. September 8,\nNo. 1:21-cv-07203-CBA-JRC (E.D.N.Y. July 15, 2022) 2021)\n\u2022 Deputy v. Akebia Therapeutics, Inc. et al., \u2022 The Daniels Family 2001 Revocable Trust v. Las\n Vegas Sands Corp., et al.,\nNo. 1:22-cv-01411-AMD-VMS (E.D.N.Y. June 28, 2022)\n No. 1:20-cv-08062-JMF (D. Nev. Jan. 5, 2021)\n\u2022 In re Grab Holdings Limited Securities Litigation,\n \u2022 In re QuantumScape Securities Class Action\nNo. 1:22-cv-02189-JLR (S.D.N.Y. June 7, 2022) Litigation,\n\u2022 In re AppHarvest Securities Litigation, No. 3:21-cv-00058-WHO (N.D. Cal. April 20, 2021)\nNo. 1:21-cv-07985-LJL (S.D.N.Y. December 13, 2021) \u2022 In re Minerva Neurosciences, Inc. Sec. Litig.,\n No. 1:20-cv-12176-GAO (D. Mass. March 5, 2021)\n\n\n\n 10\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 12 of 80\n\n\n\n\n Securities Class Action \u2022 Roberts v. Bloom Energy Corp.,\n No. 4:19-cv-02935-HSG (N.D. Cal. Sept. 3, 2019)\n\u2022 White Pine Investments v. CVR Refining, LP, et al., \u2022 Luo v. Sogou Inc.,\nNo. 1:20-cv-02863-AT (S.D.N.Y Jan. 5, 2021) No. 1:19-cv-00230-LJL (S.D.N.Y. Apr. 2, 2019)\n\u2022 Yaroni v. Pintec Technology Holdings Limited, et \u2022 In re Aphria Inc. Sec. Litig.,\nal.,\n No. 1:18-cv-11376-GBD-JEW (S.D.N.Y. Mar. 27, 2019)\nNo. 1:20-cv-08062-JMF (S.D.N.Y. Dec. 15, 2020)\n \u2022 Chew v. MoneyGram International, Inc.,\n\u2022 Nickerson v. American Electric Power Company,\nInc., et al., No. 1:18-cv-07537-MMP (N.D. Ill. Feb. 12, 2019)\nNo. 2:20-cv-04243-SDM-EPD (S.D. Ohio Nov. 24, 2020) \u2022 Tung v. Dycom Industries, Inc.,\n\u2022 Ellison v. Tufin Software Technologies Ltd., et al., No. 9:18-cv-81448-RS-WM (S.D. Fla. Jan. 11, 2019)\nNo. 1:20-cv-05646-GHW (S.D.N.Y. Oct. 19, 2020) \u2022 Guyer v. MGT Capital Investments, Inc.,\n\u2022 Hartel v. The GEO Group, Inc., et al., No. 1:18-cv-09228-ER (S.D.N.Y. Jan. 9, 2019)\nNo. 9:20-cv-81063-RS-SMM (S.D. Fla. Oct. 1, 2020)\n\u2022 Posey v. Brookdale Senior Living, Inc., et al.,\n The Court of Chancery approved\nNo. 3:20-cv-00543-AAT (M.D. Tenn. Sept. 14, 2020) the settlement on April 4, 2024, and\n\u2022 Snyder v. Baozun Inc., remarked that it was \u201cstrong\u201d and a\nNo. 1:19-cv-11290-ALC-KNF (S.D.N.Y. Sept. 8, 2020) \u201cgreat settlement.\u201d\n\u2022 In re Dropbox Sec. Litig., Vice Chancellor Lori W. Will in Karsan Value Fund v.\n Kostecki Brokerage Pty, Ltd. et al., Case No. C.A. No. 2021-\nNo. 5:19-cv-06348-BLF-SVK (N.D. Cal. Jan. 16, 2020) 0899-LWW (Delaware Chancery)\n\u2022 Zhang v. Valaris plc,\nNo. 1:19-cv-7816-NRB (S.D.N.Y. Dec. 23, 2019)\n\u2022 In re Sundial Growers Inc. Sec. Litig.,\nNo. 1:19-cv-08913-ALC-SN (S.D.N.Y. Dec. 20, 2019)\n\u2022 Ferraro Family Foundation, Inc. v. Corcept\nTherapeutics Incorporated,\nNo. 5:19-cv-1372-LHK-SVK (N.D. Cal. Oct. 7, 2019)\n\n\n\n 11\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 13 of 80\n\n\n\n\n Derivative, Corporate Governance\n & Executive Compensation\nAs a leader in achieving important corporate approved compensation plans, company\ngovernance reforms for the benefit of shareholders, performance, and federal securities laws.\nthe Firm protects shareholders by enforcing the\nobligations of corporate fiduciaries. Our efforts In Franchi v. Barabe, No. 2020-0648-KSJM (Del.\ninclude the prosecution of derivative actions in Ch.), the Firm secured $6.7 million in economic\ncourts around the country, making pre-litigation benefits for Selecta Biosciences, Inc. in connection\ndemands on corporate boards to investigate with insiders\u2019 participation in a private placement\nmisconduct, and taking remedial action for the while in possession of material non-public\nbenefit of shareholders. In situations where a information as well as the adoption of significant\ncompany\u2019s board responds to a demand by governance reforms designed to prevent a\ncommencing its own investigation, we frequently recurrence of the alleged misconduct.\nwork with the board\u2019s counsel to assist with\nand monitor the investigation, ensuring that the The Firm was lead counsel in the derivative action\ninvestigation is thorough and conducted in an styled Police & Retirement System of the City of\nappropriate manner. Detroit et al. v. Robert Greenberg et al., C.A No.\n 2019-0578-MTZ (Del. Ch.). The action resulted\nWe have also successfully prosecuted derivative in a settlement where Skechers Inc. cancelled\nand class action cases to hold corporate executives approximately $20 million in equity awards\nand board members accountable for various issued to Skechers\u2019 founder Robert Greenberg\nabuses and to help preserve corporate assets and two top officers in 2019 and 2020. Also, under\nthrough longlasting and meaningful corporate the settlement. Skechers\u2019 board of directors must\ngovernance changes, thus ensuring that prior retain a consultant to advise on compensation\nmisconduct does not reoccur. We have extensive decisions going forward.\nexperience challenging executive compensation\nand recapturing assets for the benefit of companies\nand their shareholders. We have secured corporate\ngovernance changes to ensure that executive\ncompensation is consistent with shareholder-\n\n\n\n 12\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 14 of 80\n\n\n\n\n Derivative, Corporate Governance\n & Executive Compensation\nIn In re Google Inc. Class C Shareholder Litigation, In Pfeiffer v. Toll (Toll Brothers Derivative Litigation),\nC.A. No. 7469-CS (Del. Ch.), we challenged a stock No. 4140-VCL (Del. Ch.), we prevailed in defeating\nrecapitalization transaction to create a new class defendants\u2019 motion to dismiss in a case seeking\nof nonvoting shares and strengthen the corporate disgorgement of profits that company insiders\ncontrol of the Google founders. We helped achieve reaped through a pattern of insider-trading. After\nan agreement that provided an adjustment payment extensive discovery, we secured a settlement\nto existing shareholders harmed by the transaction returning $16.25 million in cash to the company,\nas well as providing enhanced board scrutiny of the including a significant contribution from the\nGoogle founders\u2019 ability to transfer stock. Ultimately, individuals who traded on inside information.\nGoogle\u2019s shareholders received payments of $522\nmillion. In Rux v. Meyer, No. 11577-CB (Del. Ch.), we\n challenged the re-purchase by Sirius XM of its stock\nIn In re Activision, Inc. Shareholder Derivative from its controlling stockholder, Liberty Media, at\nLitigation, No. 06-cv-04771-MRP-JTL (C.D. Cal.), we an inflated, above-market price. After defeating\nwere Co-Lead Counsel and challenged executive a motion to dismiss and discovery, we obtained a\ncompensation related to the dating of options. This settlement where SiriusXM recovered $8.25 million,\neffort resulted in the recovery of more than $24 a substantial percentage of its over-payment.\nmillion in excessive compensation and expenses, as\nwell as the implementation of substantial corporate In In re EZCorp Inc. Consulting Agreement\ngovernance changes. Derivative Litig., C.A. No. 9962-VCL (Del. Ch.),\n we challenged lucrative consulting agreements\n \u201c...a model for how [the] great legal between EZCorp and its controlling stockholders.\n profession should conduct itself.\u201d After surviving multiple motions to dismiss. We\n Justice Timothy S. Driscoll in Grossman v. State Bancorp, obtained a settlement where EZCorp was repaid\n Inc., Index No. 600469/2011 (N.Y. Sup. Ct. Nassau Cnty. $6.45 million it had paid in consulting fees, or\n Nov. 29, 2011)\n approximately 33% of the total at issue and the\n consulting agreements were discontinued.\n\n\n\n\n 13\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 15 of 80\n\n\n\n\n Derivative, Corporate Governance\n & Executive Compensation\nIn Scherer v. Lu (Diodes Incorporated), No. 13- In Pfeiffer v. Begley (DeVry, Inc.), No. 12-CH-5105 (Ill.\n358-GMS (D. Del.), we secured the cancellation Cir. Ct. DuPage Cty.), we secured the cancellation\nof $4.9 million worth of stock options granted to of $2.1 million worth of stock options granted to\nthe company\u2019s CEO in violation of a shareholder- the company\u2019s CEO in 2008-2012 in violation of a\napproved plan, and obtained additional disclosures shareholder-approved incentive plan.\nto enable shareholders to cast a fullyinformed vote\non the adoption of a new compensation plan at the\n In Basch v. Healy (EnerNOC), No. 13-cv-766 (D. Del.),\ncompany\u2019s annual meeting.\n we obtained a cash payment to the company to\n compensate for equity awards issued to officers\nIn MacCormack v. Groupon, Inc., No. 13-940-GMS in violation of the company\u2019s compensation plan\n(D. Del.), we caused the cancellation of $2.3 million and caused significant changes in the company\u2019s\nworth of restricted stock units granted to a company compensation policies and procedures designed to\nexecutive in violation of a shareholder-approved ensure that future compensation decisions are made\nplan, as well as the adoption of enhanced corporate consistent with the company\u2019s plans, charters and\ngovernance procedures designed to ensure that the policies. We also impacted the board\u2019s creation of\nboard of directors complies with the terms of the plan; a new compensation plan and obtained additional\nwe also obtained additional material disclosures to disclosures to stockholders concerning the board\u2019s\nshareholders in connection with a shareholder vote on administration of the company\u2019s plan and the excess\namendments to the plan. compensation.\n\n\nIn Edwards v. Benson (Headwaters Incorporated), No. In Kleba v. Dees, No. 3-1-13 (Tenn. Cir. Ct. Knox Cty.),\n13-cv-330 (D. Utah), we caused the cancellation of we recovered approximately $9 million in excess\n$3.2 million worth of stock appreciation rights granted compensation given to insiders and the cancellation\nto the company\u2019s CEO in violation of a shareholder- of millions of shares of stock options issued in\napproved plan and the adoption of enhanced violation of a shareholder-approved compensation\ncorporate governance procedures designed to plan. In addition, we obtained the adoption of formal\nensure that the board of directors complies with the corporate governance procedures designed to\nterms of the plan. ensure that future compensation decisions are made\n independently and consistent with the plan.\n\n 14\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 16 of 80\n\n\n\n\n Derivative, Corporate Governance\n & Executive Compensation\nIn Lopez v. Nudelman (CTI BioPharma Corp.), No. In Pfeiffer v. Alpert (Beazer Homes Derivative\n14-2-18941-9 SEA (Wash. Super. Ct. King Cty.), we Litigation), No. 10-cv-1063-PD (D. Del.), we\nrecovered approximately $3.5 million in excess successfully challenged certain aspects of the\ncompensation given to directors and obtained the company\u2019s executive compensation structure,\nadoption of a cap on director compensation, as well ultimately forcing the company to improve its\nas other formal corporate governance procedures compensation practices.\ndesigned to implement best practices with regard to\ndirector and executive compensation.\n In In re Cincinnati Bell, Inc., Derivative Litigation,\n No. A1105305 (Ohio, Hamilton Cty. C.P.), we\nIn In re Corinthian Colleges, Inc. Shareholder achieved significant corporate governance changes\nDerivative Litigation, No. 06-cv-777-AHS (C.D. Cal.), and enhancements related to the company\u2019s\nwe were Co-Lead Counsel and achieved a $2 million compensation policies and practices in order to\nbenefit for the company, resulting in the re-pricing better align executive compensation with company\nof executive stock options and the establishment of performance. Reforms included the formation of an\nextensive corporate governance changes. entirely independent compensation committee with\n staggered terms and term limits for service.\nIn In re Corinthian Colleges, Inc. Shareholder\nDerivative Litigation, No. 06-cv-777-AHS (C.D. Cal.), In Woodford v. Mizel (M.D.C. Holdings, Inc.), No. 1:11-\nwe were Co-Lead Counsel and achieved a $2 million cv-879 (D. Del.), we challenged excessive executive\nbenefit for the company, resulting in the re-pricing compensation, ultimately obtaining millions of\nof executive stock options and the establishment of dollars in reductions of that compensation, as well as\nextensive corporate governance changes. corporate governance enhancements designed to\n implement best practices with regard to executive\n compensation and increased shareholder input.\n\n\n\n\n 15\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 17 of 80\n\n\n\n\n Mergers & Acquisitions Vice Chancellor Sam Glasscock, III said\n \u201cit\u2019s always a pleasure to have counsel\nLevi & Korsinsky has achieved an impressive record who are articulate and exuberant...\u201d\nin winning multi-million dollar recoveries and\n and referred to our approach to merger\ninjunctions in merger-related litigation. We are\none of the premier law firms engaged in this field, litigation as \u201cwholesome\u201d and \u201ca model\nconsistently striving to maximize stockholder value. of... plaintiffs\u2019 litigation in the merger\nIn these cases, we fight to enforce stockholder rights arena.\u201d\nand increase their consideration in connection with Ocieczanek v. Thomas Properties Group, C.A. No. 9029-\nthe underlying transactions. VCG (Del. Ch. May 15, 2014)\nWe have served in lead roles in landmark cases In In re Schuff International, Inc. Stockholders\nthat have altered the landscape of mergers & Litigation, No. 10323-VCZ (Del. Ch.), we served as Co-\nacquisitions law, and have won numerous injunctions Lead Counsel for the plaintiff class in achieving the\nand recovered hundreds of millions of dollars for largest recovery as a percentage of the underlying\naggrieved stockholders. Some examples include: transaction consideration in Delaware Chancery Court\n merger class action history, obtaining an aggregate\nIn Karsan Value Fund v. Kostecki Brokerage Pty, Ltd. recovery of more than $22 million -- a 114% increase\net al., Case No. C.A. No. 2021-0899-LWW (Del. Ch.), from $31.50 to $67.45 in total consideration per share\nwe served as lead counsel for the class of former for tendering stockholders.\nminority stockholders of Alloy Steel, and recovered a\n$9.5 million common fund \u2013 a $1.90 per share (75%) In In re Bluegreen Corp. Shareholder Litigation,\nincrease on top of the original merger consideration of No. 502011CA018111 (Cir. Ct. for Palm Beach Cty., FL),\n$2.55 per share. The Court of Chancery approved the as Co-Lead Counsel, we achieved a common fund\nsettlement on April 4, 2024, and remarked that it was recovery of $36.5 million for minority shareholders\n\u201cstrong\u201d and a \u201cgreat settlement.\u201d in connection with a management-led buyout,\n increasing gross consideration to shareholders in\n connection with the transaction by 25% after three\n years of intense litigation.\n\n\n\n\n 16\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 18 of 80\n\n\n\n\n Mergers & Acquisitions \u201cMr. Enright, the way you laid out your\n argument \u2026 is extraordinarily helpful to\nIn Reith v. Lichtenstein, et al., Case NO. 2018-0277-MTZ\n(Del. Ch.), we served as lead counsel on behalf of the a Court, and it\u2019s a textbook of how oral\nclass and derivatively on behalf of Steel Connect, Inc. arguments should be done. \u201c\nand recovered a $6 million fund to be distributed to Vice Chancellor Sam Glasscock in Adam Turnbull v. Adam\ncommon stockholders of Steel Connect, the majority of Klein, C.A. No. 1125-SG (Del. Ch. 2024)\nwhich going to the minority stockholders. In granting\n In In re CNX Gas Corp. Shareholder Litigation, No.\napproval on December 13, 2024, the Court of Chancery\n 5377-VCL (Del. Ch.), as Plaintiffs\u2019 Executive Committee\ncalled the result an \u201cexcellent settlement.\u201d\n Counsel, we obtained a landmark ruling from the\n Delaware Chancery Court that set forth a unified\nIn Robinson v. Fortress Acquisition Sponsor II, et al., standard for assessing the rights of shareholders in the\nLLC, C.A. No. 2023-0142-NAC (Del. Ch.), we served as context of freeze-out transactions and ultimately led to\nplaintiff\u2019s counsel and achieved a $6 million recovery a common fund recovery of over $42.7 million for the\nfor a class of ATI Physical Therapy, Inc. stockholders company\u2019s shareholders.\nin connection with the company\u2019s June 2021 de-SPAC\nmerger.\n In Chen v. Howard-Anderson, No. 5878-VCL (Del. Ch.),\n we represented shareholders in challenging the merger\nIn Makris v. Ionic Pharmaceuticals, Inc., C.A. No. 2021- between Occam Networks, Inc. and Calix, Inc., obtaining\n0681-LWW (Del. Ch.), we served as Co-Lead Counsel a preliminary injunction against the merger after showing\nand achieved a $12.5 million common fund settlement that the proxy statement by which the shareholders were\nfor a class of Akcea Therapeutics, Inc. stockholders in solicited to vote for the merger was materially false and\nconnection with its October 2020 acquisition by Ionis. misleading. Post-closing, we took the case to trial and\n recovered an additional $35 million for the shareholders.\n \u201cI think you\u2019ve done a superb job and I\n really appreciate the way this case was\n handled.\u201d\n Justice Timothy S. Driscoll in Grossman v. State Bancorp,\n Inc., Index No. 600469/2011 (N.Y. Sup. Ct. Nassau Cnty.\n Nov. 29, 2011)\n\n\n\n\n 17\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 19 of 80\n\n\n\n\n Mergers & Acquisitions\nIn In re Sauer-Danfoss Stockholder Litig., No. 8396 (Del. In In re Minerva Group LP v. Mod-Pac Corp., Index\nCh.), as one of plaintiffs\u2019 co-lead counsel, we recovered a No. 800621/2013 (N.Y. Sup. Ct. Erie Cty.), we obtained\n$10 million common fund settlement in connection with a settlement in which defendants increased the price\na controlling stockholder merger transaction. of an insider buyout from $8.40 to $9.25 per share,\n representing a recovery of $2.4 million for shareholders.\nIn In re Yongye International, Inc. Shareholders\u2019\nLitigation, No. A-12-670468-B (District Court, Clark In Stephen J. Dannis v. J.D. Nichols, No. 13-CI-00452 (Ky.\nCounty, Nevada), as one of plaintiffs\u2019 co-lead counsel, Cir. Ct. Jefferson Cty.), as Co-Lead Counsel, we obtained\nwe recovered a $6 million common fund settlement in a 23% increase in the merger consideration (from $7.50 to\nconnection with a management-led buyout of minority $9.25 per unit) for shareholders of NTS Realty Holdings\nstockholders in a China-based company incorporated Limited Partnership. The total benefit of $7.4 million was\nunder Nevada law. achieved after two years of hard-fought litigation.\n\n\nIn In re Great Wolf Resorts, Inc. Shareholder Litigation, Additionally, we have a successful track record of\nNo. 7328-VCN (Del. Ch.), we achieved tremendous results winning injunctions in connection with shareholder M&A\nfor shareholders, including partial responsibility for a litigation, including:\n$93 million (57%) increase in merger consideration and \u2022 In re Portec Rail Products, Inc. S\u2019holder Litig., G.D. 10-\nthe waiver of several \u201cdon\u2019t-ask-don\u2019t-waive\u201d standstill 3547 (Ct. Com. Pleas Pa. 2010)\nagreements that were restricting certain potential\n \u2022 In re Craftmade International, Inc. S\u2019holder Litig., C.A.\nbidders from making a topping bid for the company.\n No. 6950-VCL (Del. Ch. 2011)\n \u2022 Dias v. Purches, C.A. No. 7199-VCG (Del. Ch. 2012)\nIn In re Talecris Biotherapeutics Holdings Shareholder\n \u2022 In re Complete Genomics, Inc. S\u2019holder Litig., C.A. No.\nLitigation, C.A. No. 5614-VCL (Del. Ch.), we served\n 7888-VCL (Del. Ch. 2012)\nas counsel for one of the Lead Plaintiffs, achieving a\nsettlement that increased the merger consideration \u2022 In re Integrated Silicon Solution, Inc. Stockholder\nto Talecris shareholders by an additional 500,000 Litig., Lead Case No. 115CV279142 (Sup. Ct. Santa Clara,\nshares of the acquiring company\u2019s stock and providing CA 2015)\nshareholders with appraisal rights.\n\n\n\n 18\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 20 of 80\n\n\n\n\n Consumer Litigation\nLevi & Korsinsky works hard to protect consumers Doe v. Roblox Corporation, Case No. 3:21-cv-03943\nby holding corporations accountable for defective (N.D. Cal.): Represented individuals who experienced\nproducts, false and misleading advertising, unfair or moderation and removal of content on the Roblox\ndeceptive business practices, antitrust violations, and platform without compensation, resulting in $10 million\nprivacy right violations. settlement.\n Lash Boost Cases, JCCP No. 4981 (Cal. Super. Ct., S.F.\nOur litigation and class action expertise combined Cty.): Represented consumers who purchased Rodan +\nwith our in-depth understanding of federal and state Fields\u2019 Lash Boost product which plaintiffs alleged failed\nlaws enable us to fight for consumers who have been to disclose material information relating to potential\naggrieved by deceptive and unfair business practices adverse reactions, resulting in $38 million settlement.\nand who purchased defective products, including Goldstein v. Henkel Corporation et al., Case No. 3:22-cv-\nautomobiles, appliances, electronic goods, and 00164 (D. Conn.): Represented purchasers of aerosol and\nother consumer products. The Firm also represents spray antiperspirant products sold under the Right Guard\nconsumers in cases involving data breaches and brand which contain or risk containing benzene, resulting\nprivacy right violations. The Firm\u2019s attorneys have in $1.95 million settlement.\nreceived a number of leadership appointments in Kholyusev et al. v. Welfare & Pension Administration\nconsumer class action cases, including multidistrict Service, Inc. Case No. 22-2-04152 (Wash. Sup. Ct.): Co-\nlitigation (\u201cMDL\u201d). Recently, Law.com identified the lead counsel in data breach class action resulting in a\nFirm as one of the top firms with MDL leadership settlement valued up to $1,750,000.\nappointments in the article titled, \u201cThere Are New\n Goldstein v. Henkel Corporation et al., Case No. 3:22-cv-\nFaces Leading MDLs. And They Aren\u2019t All Men\u201d (July 6,\n 00164 (D. Conn.): Represented purchasers of aerosol and\n2020). Representative settled cases include:\n spray antiperspirant products sold under the Right Guard\n brand which contain or risk containing benzene, resulting\n in $1.95 million settlement.\n\n\n\n\n 19\n\f Practice Areas\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 21 of 80\n\n\n\n\n Consumer Litigation\nNV Security, Inc. v. Fluke Networks, No. CV05-4217 In re: EpiPen (Epinephrine Injection, USP) Marketing,\nGW (SSx) (C.D. Cal. 2005): Negotiated a settlement on Sales Practices and Antitrust Litig., No. 2:17-MD-02785\nbehalf of purchasers of Test Set telephones in an action (D. Kan.): Plaintiffs\u2019 Executive Committee in action that\nalleging that the Test Sets contained a defective 3-volt alleged that Mylan and Pfizer violated antitrust laws and\nbattery. We benefited the consumer class by obtaining committed other violations relating to the sale of EpiPens\nthe following relief: free repair of the 3-volt battery, which resulted in $609 million in total recovery.\nreimbursement for certain prior repair, an advisory Scott, et al. v. JPMorgan Chase Bank, N.A., No. 1:17-\nconcerning the 3-volt battery on the outside of packages cv- 00249-APM (D.D.C.): Co-Lead Class Counsel in\nof new Test Sets, an agreement that defendants would nationwide class action settlement of claims alleging\ncease to market and/or sell certain Test Sets, and a improper fees deducted from payments awarded to\n42-month warranty on the 3-volt battery contained in jurors; 100% direct refund of improper fees collected.\ncertain devices sold in the future.\n In re: Citrix Data Breach Litig., No. 19-cv-61350-RKA-\nSung, et al. v. Schurman Retail Group, No. 3:17- PMH (S.D. Fla.): Interim Class Counsel in action alleging\ncv-02760- LB (N.D. Cal.): Co-Lead Class Counsel in company failed to implement reasonable security\nnationwide class action that alleged unauthorized measures to protect employee financial information;\ndisclosure of employee financial information; obtained resulted in common fund settlement of $2,275,000.\nfinal approval of nationwide class action settlement\n Bustos v. Vonage America, Inc., No. 2:06-cv-2308-HAA-\nproviding credit monitoring and identity theft restoration\n ES (D.N.J.): Common fund settlement of $1.75 million on\nservices through 2022 and cash payments of up to $400.\n behalf of class members who purchased Vonage Fax\nIn re: Apple Inc. Device Performance Litig., No. Service in an action alleging that Vonage made false\n5:18-md-02827-EJD (N.D. Cal.): Plaintiffs\u2019 Executive and misleading statements in the marketing, advertising,\nCommittee member in class action lawsuit alleging that and sale of Vonage Fax Service by failing to inform\nApple purposefully throttled iPhone resulting in a $310 consumers that the protocol defendant used for the\nmillion non-reversionary settlement fund. Vonage Fax Service was unreliable and unsuitable for\n facsimile communications.\n Masterson v. Canon U.S.A., No. BC340740 (Cal. Super.\n Ct. L.A. Cty.): Settlement providing refunds to Canon\n SD camera purchasers for certain broken LCD repair\n charges and important changes to the product warranty.\n\n\n\n 20\n\f Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 22 of 80\n\n\n\n\n \u2022 EDUARD KORSINSKY\n\n \u2022 JOSEPH E. LEVI\n\n\n\nOur Attorneys\n\nManaging Partners\n\n\n\n\n 21\n\f Our Attorneys Managing Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 23 of 80\n\n\n\n\n EDUARD KORSINSKY\n Managing Partner\n Eduard Korsinsky is the Managing Partner and Co-Founder of Levi & Korsinsky,\n LLP, a national securities firm that has recovered billions of dollars for investors\n since its formation in 2003. For more than 24 years Mr. Korsinsky has represented\n investors and institutional shareholders in complex securities matters. He has\n achieved significant recoveries for stockholders, including a $79 million recovery\n for investors of E-Trade Financial Corporation and a payment ladder indemnifying\n investors of Google, Inc. up to $8 billion in losses on a ground-breaking corporate\n governance case. His firm serves as lead counsel in some of the largest securities\n matters involving Tesla, US Steel, Kraft Heinz and others. He has been named a\n New York \u201cSuper Lawyer\u201d by Thomson Reuters and is recognized as one of the\n country\u2019s leading practitioners in class action and derivative matters.\n\n\n Mr. Korsinsky is also a co- founder of CORE Monitoring Systems LLC, a\n technology platform designed to assist institutional clients more effectively\n monitor their investment portfolios and maximize recoveries on securities\n litigation.\n\n\nCases he has litigated include: \u2022 Pfeiffer v. Toll, No. 4140-VCL (Del. Ch. 2010), $16.25 million in\n insider trading profits recovered\n\u2022 E-Trade Financial Corp. Sec. Litig., No. 07-cv-8538 (S.D.N.Y. 2007), \u2022 In re Net2Phone, Inc. S\u2019holder Litig., No. 1467-N (Del. Ch. 2005),\n$79 million recovery obtained increase in tender offer price from $1.70 per share to\n\u2022 In re Activision, Inc. S\u2019holder Derivative Litig., No. 06-cv-04771- $2.05 per share\nMRP (JTLX)(C.D. Cal. 2006), recovered $24 million in excess \u2022 In re Pamrapo Bancorp S\u2019holder Litig., No. C-89-09 (N.J. Ch.\ncompensation Hudson Cty. 2011) & No. HUD-L-3608-12 (N.J. Law Div. Hudson Cty.\n\u2022 Corinthian Colleges, Inc., S\u2019holder Derivative Litig., No. SACV-06- 2015), obtained supplemental disclosures following the filing of\n0777-AHS (C.D. Cal. 2009), obtained repricing of executive stock a motion for preliminary injunction, pursued case post-closing,\noptions providing more than $2 million in benefits to the company secured key rulings on issues of first impression in New Jersey\n and defeated motion for summary judgment\n\n\n\n\n 22\n\f Our Attorneys Managing Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 24 of 80\n\n\n\n\nEDUARD KORSINSKY\nManaging Partner\nCases he has litigated include: \u2022 Pfeiffer v. Alpert (Beazer Homes), No. 10-cv-1063-PD (D. Del.\n 2011), obtained substantial revisions to an unlawful executive\n\u2022 In re Google Inc. Class C S\u2019holder Litig., No. 19786 (Del. Ch. 2012), compensation structure\nobtained payment ladder indemnifying investors up to $8 billion \u2022 In re NCS Healthcare, Inc. Sec. Litig., No. CA 19786, (Del. Ch.\nin losses stemming from trading discounts expected to affect the 2002), case settled for approximately $100 million\nnew stock \u2022 Paraschos v. YBM Magnex Int\u2019l, Inc., No. 98-CV-6444 (E.D. Pa.),\n\u2022 Woodford v. M.D.C. Holdings, Inc., No. 1:2011cv00879 (D. Del. United States and Canadian cases settled for $85 million Canadian\n2012), one of a few successful challenges to say on pay voting,\nrecovered millions of dollars in reductions to compensation\n\n\n\nPUBLICATIONS \u2022 \u201cBest Practices for Monitoring Your Securities Portfolio in 2021.\u201d,\n The Texas Association of Public Employee Retirement Systems\n\u2022 \u201cBoard Diversity: The Time for Change is Now, Will Shareholders (TEXPERS) Monitor (2021)\nStep Up?,\u201d National Council on Teacher Retirement. FYI \u2022 \u201cBest Practices for Monitoring Your Securities Portfolio in 2021.\u201d,\nNewsletter May 2021 Michigan Association of Public Employee Retirement Systems\n\u2022 \u201cThe Dangers of Relying on Custodians to Collect Class (MAPERS) Newsletter (2021)\nAction Settlements.\u201d, The Texas Association of Public Employee \u2022 \u201cBest Practices for Monitoring Your Securities Portfolio in 2021.\u201d,\nRetirement Systems (TEXPERS) Investment Insights April-May Florida Public Pension Trustees Association (FPPTA) (2021)\nEdition (2021) \u2022 Delaware Court Dismisses Compensation Case Against Goldman\n\u2022 \u201cThe Dangers of Relying on Custodians to Collect Class Sachs, ABA Section of Securities Litigation News & Developments\nAction Settlements.\u201d, Michigan Association of Public Employee (Nov. 7, 2011)\nRetirement Systems (MAPERS) Newsletter (2021) \u2022 SDNY Questions SEC Settlement Practices in Citigroup\n\u2022 \u201cThe Dangers of Relying on Custodians to Collect Class Action Settlement, ABA Section of Securities Litigation News &\nSettlements.\u201d, Florida Public Pension Trustees Association (FPPTA) Developments (Nov. 7, 2011)\n(2021) \u2022 New York Court Dismisses Shareholder Suit Against Goldman\n\u2022\u201cNY Securities Rulings Don\u2019t Constitute Cyan Backlash\u201d, Law360 Sachs, ABA Section of Securities Litigation News & Developments\n(March 8, 2021) (Oct. 31, 2011)\n\u2022 \u201cBest Practices for Monitoring Your Securities Portfolio in 2021.\u201d,\nBuilding Trades News Newsletter (2020-2021)\n\n\n\n\n 23\n\f Our Attorneys Managing Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 25 of 80\n\n\n\n\nEDUARD KORSINSKY\nManaging Partner\nEDUCATION ADMISSIONS\n\n\u2022 New York University School of Law, LL.M. Master of Law(s) \u2022 New York (1996)\nTaxation (1997) \u2022 New Jersey (1996)\n\u2022 Brooklyn Law School, J.D. (1995) \u2022 United States District Court for the Southern District of New\n\u2022 Brooklyn College, B.S., Accounting, summa cum laude (1992) York (1998)\n \u2022 United States District Court for the Eastern District of New\nAWARDS York (1998)\n \u2022 United States Court of Appeals for the Second Circuit (2006)\n \u2022 United States Court of Appeals for the Third Circuit (2010)\n \u2022 United States District Court for the Northern District of New\n York (2011)\n \u2022 United States District Court of New Jersey (2012)\n \u2022 United States Court of Appeals for the Sixth Circuit (2013)\n \u2022 Arizona (2024)\n \u2022 Michigan (2024)\n\n\n\n\n 24\n\f Our Attorneys Managing Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 26 of 80\n\n\n\n\nJOSEPH E. LEVI\nManaging Partner\n Joseph E. Levi is a central figure in shaping and managing the Firm\u2019s securities\n litigation practice. Mr. Levi has been lead or co-lead in dozens of cases involving\n the enforcement of shareholder rights in the context of mergers & acquisitions\n and securities fraud. In addition to his involvement in class action litigation, he\n has represented numerous patent holders in enforcing their patent rights in\n areas including computer hardware, software, communications, and information\n processing, and has been instrumental in obtaining substantial awards and\n settlements.\n\n\n Mr. Levi and the Firm achieved success on behalf of the former shareholders\n of Occam Networks in litigation challenging the Company\u2019s merger with Calix,\n Inc., obtaining a preliminary injunction against the merger due to material\n representations and omissions in the proxy solicitation. Chen v. Howard-\n Anderson, No. 5878-VCL (Del. Ch.). Vigorous litigation efforts continued to trial,\n resulting in a $35 million recovery for shareholders.\n\nMr. Levi and the Firm served as lead counsel in Weigard v. Hicks, No. 5732-VCS (Del. Ch.), which challenged\nthe acquisition of Health Grades by affiliates of Vestar Capital Partners. Mr. Levi successfully demonstrated\nto the Court of Chancery that the defendants had likely breached their fiduciary duties to Health Grades\u2019\nshareholders by failing to maximize shareholder value. This ruling was used to reach a favorable settlement\nwhere defendants agreed to a host of measures designed to increase the likelihood of superior bid. Vice\nChancellor Strine \u201capplaud[ed]\u201d the litigation team for their preparation and the extraordinary high-quality of\nthe briefing.\n\n \u201c[The court] appreciated very much the quality of the argument..., the obvious preparation that went\n into it, and the ability of counsel...\u201d\n Justice Timothy S. Driscoll in Grossman v. State Bancorp, Inc., Index No. 600469/2011 (N.Y. Sup. Ct. Nassau Cnty. Nov. 29, 2011)\n\n\n\n\n 25\n\f Our Attorneys Managing Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 27 of 80\n\n\n\n\nJOSEPH E. LEVI\nManaging Partner\nEDUCATION ADMISSIONS\n\n\u2022 Polytechnic University, B.S., Electrical Engineering, summa cum \u2022 New York (1996)\nlaude (1984); M.S. Systems Engineering (1986) \u2022 New Jersey (1996)\n\u2022 Brooklyn Law School, J.D., magna cum laude (1995) \u2022 United States Patent and Trademark Office (1997)\n \u2022 United States District Court for the Southern District of New\n York (1997)\nAWARDS \u2022 United States District Court for the Eastern District of New\n York (1997)\n\n\n\n\n 26\n\f Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 28 of 80\n\n\n\n\n \u2022 ADAM M. APTON\n\n \u2022 DONALD J. ENRIGHT\n\n \u2022 SHANNON L. HOPKINS\n\n Our Attorneys \u2022 GREGORY M. NESPOLE\n\n \u2022 COURTNEY E. MACCARONE\n\nPartners \u2022 NICHOLAS I. PORRITT\n\n \u2022 GREGORY M. POTREPKA\n\n \u2022 MARK S. REICH\n\n \u2022 DANIEL TEPPER\n\n \u2022 ELIZABETH K. TRIPODI\n\n\n\n\n 27\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 29 of 80\n\n\n\n\nADAM M. APTON\nPartner\n Adam M. Apton focuses his practice on investor protection. He represents\n institutional investors and high net worth individuals in securities fraud, corporate\n governance, and shareholder rights litigation. Prior to joining the firm, Mr.\n Apton defended corporate clients against complex mass tort, commercial, and\n products liability lawsuits. Thomson Reuters has selected Mr. Apton to the Super\n Lawyers \u201cRising Stars\u201d list every year since 2016, a distinction given to only the\n top 2.5% of lawyers. He has also been awarded membership to the prestigious\n Lawyers of Distinction for his excellence in the practice of law and named to the\n \u201cLawdragon 500 X\u201d list out of thousands of candidates in recognition of his place\n at the forefront of the legal profession.\n\n Mr. Apton\u2019s past representations and successes include:\n\n \u2022 In re Tesla, Inc. Securities Litigation, No. 3:18-cv-04865-EMC (N.D. Cal.) (trial\n counsel in class action representing Tesla investors who were harmed by Elon\n Musk\u2019s \u201cfunding secured\u201d tweet from August 7, 2018)\n\n\u2022 In re Navient Corp. Securities Litigation, No. 17-8373 (RBK/AMD) (D.N.J.) (lead counsel in class action\nagainst leading provider of student loans for alleged false and misleading statements about\ncompliance with consumer protection laws)\n\u2022 In re Prothena Corporation Plc Securities Litigation, No. 1:18-cv-06425-ALC (S.D.N.Y.) ($15.75 million\nsettlement fund against international drug company for false statements about development of lead\nbiopharmaceutical product)\n\u2022 Martin v. Altisource Residential Corporation, et al., No. 15-00024 (AET) (GWC) (D.V.I.) ($15. 5 million\nsettlement fund against residential mortgage company for false statements about compliance with\nconsumer regulations and corporate governance protocols)\n\u2022 Levin v. Resource Capital Corp., et al., No. 1:15-cv-07081-LLS (S.D.N.Y.) ($9.5 million settlement in class action\nover fraudulent statements about toxic mezzanine loan assets)\n\n\n\n 28\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 30 of 80\n\n\n\n\nADAM M. APTON\nPartner\n\u2022 Rux v. Meyer (Sirius XM Holdings Inc.), No. 11577 (Del. Ch.) (recovery of $8.25 million against SiriusXM\u2019s\nBoard of Directors for engaging in harmful related-party transactions with controlling stockholder, John. C.\nMalone and Liberty Media Corp.)\n\nPUBLICATIONS ADMISSIONS\n\n\u2022 \u201cPleading Section 11 Liability for Secondary Offerings\u201d American \u2022 New York (2010)\nBar Association: Practice Points (Jan. 4, 2017) \u2022 United States District Court for the Southern District of New\n\u2022 \u201cSecond Circuit Rules in Indiana Public Retirement System v. York (2010)\nSAIC, Inc.\u201d American Bar Association: Practice Points (Apr. 4, 2016) \u2022 United States District Court for the Eastern District of New\n\u2022 \u201cSecond Circuit Applies Omnicare to Statements of Opinion in York (2010)\nSanofi\u201d American Bar Association: Practice Points (Mar. 30, 2016) \u2022 United States Court of Appeals for the Ninth Circuit (2015)\n\u2022 \u201cSecond Circuit Rules in Action AG v. China North\u201d American Bar \u2022 United States Court of Appeals for the Second Circuit (2016)\nAssociation: Practice Points (Sept. 14, 2015) \u2022 United States Court of Appeals for the Third Circuit (2016)\n \u2022 California (2017)\nEDUCATION \u2022 United States District Court for the Northern District of\n California (2017)\n\u2022 New York Law School, J.D., cum laude (2009), where he served \u2022 United States District Court for the Central District of\nas Articles Editor of the New York Law School Law Review and California (2017)\ninterned for the New York State Supreme Court, Commercial \u2022 United States District Court for the Southern District of\nDivision California (2017)\n\u2022 University of Minnesota, B.A., Entrepreneurial Management & \u2022 New Jersey (2020)\nPsychology, With Distinction (2006) \u2022 United States District Court for the District of New Jersey\n (2020)\nAWARDS\n\n\n\n\n 29\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 31 of 80\n\n\n\n\nDONALD J. ENRIGHT\nPartner\n During his 28 years as a litigator and trial lawyer, Mr. Enright has handled matters\n in the fields of securities, commodities, consumer fraud and commercial\n litigation, with a particular emphasis on shareholder class action litigation. He has\n been named as one of the leading financial litigators in the nation by Lawdragon,\n as a Washington, DC \u201cSuper Lawyer\u201d\u200bby Thomson Reuters, and as one of the city\u2019s\n \u201cTop Lawyers\u201d\u200bby Washingtonian magazine. One jurist on the Delaware Court of\n Chancery recently remarked that Don\u2019s advocacy skills were \u201ca textbook of how\n oral arguments should be done.\u201d\n\n Mr. Enright has shown a track record of achieving victories in federal trials and\n appeals, including:\n\n \u2022 Nathenson v. Zonagen, Inc., 267 F. 3d 400, 413 (5th Cir. 2001)\n \u2022 SEC v. Butler, 2005 U.S. Dist. LEXIS 7194 (W.D. Pa. April 18, 2005)\n \u2022 Belizan v. Hershon, 434 F. 3d 579 (D.C. Cir. 2006)\n \u2022 Rensel v. Centra Tech Inc., 2 F. 4th 1359 (11th Cir. 2021)\n\nOver the course of his career, Mr. Enright has recovered hundreds of millions of dollars for investors. Most\nrecently, in Karsan Value Fund v. Kostecki Brokerage Pty, Ltd. et al., Case No. C.A. No. 2021-0899-LWW\n(Delaware Chancery), Mr. Enright was lead counsel for the class, and recovered a $9.5 million common fund\nfor the minority stockholders in connection with a controller buyout \u2013 a $1.90 per share (75%) increase on top\nof the original merger consideration of $2.55 per share. The Court of Chancery approved the settlement on\nApril 4, 2024, and remarked that it was \u201cstrong\u201d and a \u201cgreat settlement.\u201d\n\nSimilarly, in In re Schuff International, Inc. Stockholders Litigation, Case No. 10323-VCZ, Mr. Enright served as\nCo-Lead Counsel for the plaintiff class in achieving an aggregate recovery of more than $22 million -- a gross\nincrease from $31.50 to $67.45 in total consideration per share (a 114% increase) for tendering stockholders.\nThis was one of the largest recoveries as a percentage of the underlying merger consideration in the history\nof Delaware M&A litigation.\n\n\n 30\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 32 of 80\n\n\n\n\nDONALD J. ENRIGHT\nPartner\nAs Co-Lead Counsel in In re Bluegreen Corp. Shareholder Litigation, Case No. 502011CA018111 (Cir. Ct. for Palm Beach\nCnty., Fla.), Mr. Enright achieved a $36.5 million common fund settlement in the wake of a majority shareholder buyout,\nrepresenting a 25% increase in total consideration to the minority stockholders.\n\nMr. Enright has played a leadership role in numerous other shareholder class actions from inception to conclusion,\nproducing multi-million-dollar recoveries involving such companies as:\n\n\u2022 Allied Irish Banks PLC \u2022 UTStarcom, Inc.\n\u2022 Iridium World Communications, Ltd. \u2022 Manugistics Group, Inc.\n\u2022 En Pointe Technologies, Inc. \u2022 Yongye International, Inc.\n\u2022 PriceSmart, Inc. \u2022 CNX Gas Corp.\n\u2022 Polk Audio, Inc. \u2022 Sauer-Danfoss, Inc.\n\u2022 Meade Instruments Corp. \u2022 The Parking REIT, Inc.\n\u2022 Xicor, Inc. \u2022 Akcea Therapeutics, Inc.\n\u2022 Streamlogic Corp. \u2022 Babcock & Wilcox Enterprises, Inc.\n\u2022 Interbank Funding Corp. \u2022 ATI Physical Therapy, Inc.\n\u2022 Riggs National Corp.\n\nMr. Enright also has a successful track record of obtaining injunctive relief in connection with shareholder M&A litigation,\nhaving won injunctions in the cases of:\n\n\u2022 In re Portec Rail Products, Inc. S\u2019holder Litig., G.D. 10-3547 (Ct. Com. Pleas Pa. 2010)\n\u2022 In re Craftmade International, Inc. S\u2019holder Litig., C.A. No. 6950-VCL (Del. Ch. 2011)\n\u2022 Dias v. Purches, C.A. No. 7199-VCG (Del. Ch. 2012)\n\u2022 In re Complete Genomics, Inc. S\u2019holder Litig., C.A. No. 7888-VCL (Del. Ch. 2012)\n\u2022 In re Integrated Silicon Solution, Inc. Stockholder Litig., Lead Case No. 115CV279142 (Sup. Ct. Santa Clara, CA 2015)\n\n\n\n\n 31\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 33 of 80\n\n\n\n\nDONALD J. ENRIGHT\nPartner\nMr. Enright has also demonstrated considerable success in obtaining deal price increases for shareholders in\nM&A litigation. As Co-Lead Counsel in the matter of In re Great Wolf Resorts, Inc. Shareholder Litigation, C.A.\nNo. 7328-VCN (Del. Ch. 2012), Mr. Enright was partially responsible for a $93 million (57%) increase in merger\nconsideration and waiver of several \u201cdon\u2019t-ask-don\u2019t-waive\u201d standstill agreements. Similarly, Mr. Enright served\nas Co-Lead Counsel in the case of Berger v. Life Sciences Research, Inc., No. SOM-C-12006-09 (NJ Sup. Ct.\n2009), which caused a significant increase in the transaction price from $7.50 to $8.50 per share, representing\nadditional consideration for shareholders of approximately $11.5 million. Mr. Enright also served as Co-Lead\nCounsel in Minerva Group, LP v. Keane, Index No. 800621/2013 (NY Sup. Ct. of Erie Cnty.) and obtained an\nincreased buyout price from $8.40 to $9.25 per share.\n\nThe courts have frequently recognized and praised the quality of Mr. Enright\u2019s work:\n\u2022 In In re Interbank Funding Corp. Securities Litigation, (D.D.C. 02-1490), Judge Bates of the United States\n District Court for the District of Columbia observed that Mr. Enright had \u201c...skillfully, efficiently, and zealously\n represented the class, and... worked relentlessly throughout the course of the case.\u201d\n\u2022 In Freeland v. Iridium World Communications, LTD, (D.D.C. 99-1002), Judge Nanette Laughrey stated that\n Mr. Enright and his co-counsel had done \u201can outstanding job\u201d in connection with the recovery of $43.1\n million for the shareholder class.\n\u2022 In the matter of Osieczanek v. Thomas Properties Group, C.A. No. 9029-VCG (Del. Ch. 2013), Vice Chancellor\n Sam Glasscock of the Delaware Court of Chancery observed that \u201cit\u2019s always a pleasure to have counsel\n [like Mr. Enright] who are articulate and exuberant in presenting their position,\u201d and that Mr. Enright\u2019s\n prosecution of a merger case was \u201cwholesome\u201d and served as \u201ca model of . . . plaintiffs\u2019 litigation in the\n merger arena.\u201d\n\u2022 In the matter of Adam Turnbull v. Adam Klein, C.A. No. 1125-SG (Del. Ch. 2024), Vice Chancellor Sam\n Glasscock of the Delaware Court of Chancery stated in a hearing, \u201cMr. Enright, the way you laid out your\n argument \u2026 is extraordinarily helpful to a Court, and it\u2019s a textbook of how oral arguments should be done.\n That\u2019s not taking anything away from what the defendants did. But that was, I thought, classic, and I\u2019m glad\n my clerks and interns and Supreme Court clerks got to hear it.\u201d\n\n\n\n\n 32\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 34 of 80\n\n\n\n\nDONALD J. ENRIGHT\nPartner\nPUBLICATIONS ADMISSIONS\n\n\u2022 \u201cSEC Enforcement Actions and Investigations in Private and \u2022 Maryland (1996)\nPublic Offerings,\u201d Securities: Public and Private Offerings, Second \u2022 New Jersey (1996)\nEdition, West Publishing 2007 \u2022 District of Maryland (1997)\n\u2022 \u201cDura Pharmaceuticals: Loss Causation Redefined or Merely \u2022 District of New Jersey (1997)\nClarified?\u201d J.Tax\u2019n & Reg. Fin. Inst. September/October 2007, Page 5 \u2022 Washington, DC (1999)\n \u2022 Fourth Circuit (1999)\nEDUCATION \u2022 Fifth Circuit (1999)\n \u2022 United States District Court for the District of Columbia (1999)\n\u2022 George Washington University School of Law, J.D. (1996), \u2022 United States Court of Appeals for the District of Columbia\nMember Editor of The George Washington University Journal of (2004)\nInternational Law and Economics \u2022 Second Circuit (2005)\n\u2022 Drew University, B.A. cum laude, Political Science and Economics \u2022 Third Circuit (2006)\n(1993)\n\nAWARDS\n\n\n\n\n 33\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 35 of 80\n\n\n\n\nSHANNON L. HOPKINS\nPartner\n Shannon L. Hopkins manages the Firm\u2019s Connecticut office. She was selected\n in 2013 as a New York \u201cSuper Lawyer\u201d by Thomson Reuters. For more than two\n decades Ms. Hopkins has been prosecuting a wide range of complex class\n action matters in securities fraud, mergers and acquisitions, and consumer fraud\n litigation on behalf of individuals and large institutional clients. Ms. Hopkins has\n played a lead role in numerous shareholder securities fraud and merger and\n acquisition matters and has been involved in recovering multimillion-dollar\n settlements on behalf of shareholders, including:\n\n \u2022 E-Trade Financial Corp. S\u2019holder Litig., No. 07-cv-8538 (S.D.N.Y. 2007), $79\n million recovery for the shareholder class\n \u2022 In re U.S. Steel Consolidated Cases, No. 17-559-CB (W.D. Pa.), $40 million\n recovery for shareholder class\n \u2022 In re Nutanix, Inc. Securities Litigation, No. 3:19-cv-01651-WHO (the \u201cStock\n Case\u201d), $71 million for shareholder class\n\n\n\u2022 Rougier v. Applied Optoelectronics, Inc., No. 17-cv-2399 (S.D. Tex.), $15.5 million recovery for shareholder\nclass\n\u2022 In Re Helios and Matheson Analytics, Inc. Sec. Litig., No. 18-cv-6965-JGK (S.D.N.Y.), $8.25 Million shareholder\nrecovery\n\u2022 In re Restoration Robotics, Inc. Sec. Litig., No. 18-cv-03712-EJD (N.D. Cal.), $4.175 million shareholder\nrecovery\n\u2022 In Stein v. U.S. Xpress Enterprises, Inc., et al., No. 1:19-cv-98-TRM-CHS (E.D. Tenn.), $4.3 million shareholder\nrecovery\n\u2022 Kirkland, et al. v. WideOpenWest, Inc., et al., Index No. 653248/2018, $7.025 million recovery for shareholder\nclass\n\n\n\n\n 34\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 36 of 80\n\n\n\n\nSHANNON L. HOPKINS\nPartner\n \u201cPlaintiffs\u2019 selected Class Counsel, the law firm of Levi & Korsinsky, LLP, has demonstrated the zeal\n and competence required to adequately represent the interests of the Class. The attorneys at Levi\n & Korsinsky have experience in securities and class actions issues and have been appointed lead\n counsel in a significant number of securities class actions across the country.\u201d\n The Honorable Christina Bryan in Rougier v. Applied Optoelectronics, Inc., No. 4:17-CV-02399 (S.D. Tex. Nov. 13, 2019)\n\nIn addition to her legal practice, Ms. Hopkins is a Certified Public Accountant (1998 Massachusetts). Prior to\nbecoming an attorney, Ms. Hopkins was a senior auditor with PricewaterhouseCoopers LLP, where she led\naudit engagements for large publicly held companies in a variety of industries.\n\n\n In appointing the Firm Lead Counsel, the Honorable Gary Allen Feess noted our \u201csignificant prior\n experience in securities litigation and complex class actions.\u201d\n Zaghian v. THQ, Inc., No. 2:12-cv-05227-GAF-JEM (C.D. Cal. Sept. 14, 2012)\n\n\n\n\n 35\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 37 of 80\n\n\n\n\nSHANNON L. HOPKINS\nPartner\nPUBLICATIONS ADMISSIONS\n\n\u2022 \u201cCybercrime Convention: A Positive Beginning to a Long Road \u2022 Massachusetts (2003)\nAhead,\u201d 2 J. High Tech. L. 101 (2003) \u2022 United States District Court for the District of Massachusetts\n (2004)\nEDUCATION \u2022 New York (2004)\n \u2022 United States District Court for the Southern District of New\n\u2022 Suffolk University Law School, J.D., magna cum laude (2003), York (2004)\nwhere she served on the Journal for High Technology and as Vice \u2022 United States District Court for the Eastern District of New\nMagister of the Phi Delta Phi International Honors Fraternity York (2004)\n\u2022 Bryant University, B.S.B.A., Accounting and Finance, cum laude \u2022 United States District Court for the District of Colorado (2004)\n(1995), where she was elected to the Beta Gamma Sigma Honor \u2022 United States Court of Appeals for the First Circuit (2008)\nSociety \u2022 United States Court of Appeals for the Third Circuit (2010)\n \u2022 Connecticut (2013)\nAWARDS \u2022 United States Court of Appeals for the Ninth Circuit (2023)\n\n\n\n\n 36\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 38 of 80\n\n\n\n\nGREGORY M. NESPOLE\nPartner\n Gregory Mark Nespole is a Partner of the Firm, having been previously a member\n of the management committee of one of the oldest firms in New York, as well as\n chair of that firm\u2019s investor protection practice. He specializes in complex class\n actions, derivative actions, and transactional litigation representing institutional\n investors such as public and labor pension funds, labor health and welfare\n benefit funds, and private institutions. Prior to practicing law, Mr. Nespole\n was a strategist on an arbitrage desk and an associate in a major international\n investment bank where he worked on structuring private placements and\n conducting transactional due diligence.\n\n For over twenty years, Mr. Nespole has played a lead role in numerous\n shareholder securities fraud and merger and acquisition matters and has been\n involved in recovering multi-million-dollar settlements on behalf of shareholders,\n including:\n\n \u2022 Served as co-chair of a Madoff Related Litigation Task Force that recovered over\nseveral hundred million dollars for wronged investors;\n\u2022 Obtained a $90 million award on behalf of a publicly listed company against a global bank arising out of\nfraudulently marketed auction rated securities;\n\u2022 Successfully obtained multi-million-dollar securities litigation recoveries and/or corporate governance\nreforms from Cablevision, JP Morgan, American Pharmaceutical Partners, Sepracor, and MBIA, among many\nothers.\n\nMr. Nespole is a member of the Federal Bar Council and the FBC\u2019s Securities Litigation Committee, the New\nYork City Bar Association, and the Federalist Society. He is also a members of the New York Athletic Club. Mr.\nNespole\u2019s peers have elected him a \u201cSuper Lawyer\u201d in the class action field annually since 2009 and . He is\nactive in his community as a youth sports coach and mentor.\n\n\n\n\n 37\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 39 of 80\n\n\n\n\nGREGORY M. NESPOLE\nPartner\nEDUCATION ADMISSIONS\n\n\u2022 Brooklyn Law School, J.D. (1993) \u2022 New York (1994)\n\u2022 Bates College, B.A. (1989) \u2022 United States District Court for the Southern District of New\n York (1994)\nAWARDS \u2022 United States District Court for the Eastern District of New\n York (1994)\n \u2022 United States Court of Appeals for the Second Circuit (1994)\n \u2022 United States Court of Appeals for the Fourth Circuit (1994)\n \u2022 United States Court of Appeals for the Fifth Circuit (1994)\n \u2022 United States District Court for the Northern District of New\n York (2016)\n \u2022 United States Court of Appeals for the Eighth Circuit (2019)\n \u2022 United States Court of Appeals for the Third Circuit (2020)\n\n\n\n\n 38\n\f Our Attorneys Partner\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 40 of 80\n\n\n\n\nCOURTNEY E. MACCARONE\nPartner\n Courtney E. Maccarone focuses her practice on prosecuting consumer class\n actions. Prior to joining Levi & Korsinsky, Ms. Maccarone was an associate at a\n boutique firm in New York specializing in class action litigation. While attending\n Brooklyn Law School, Ms. Maccarone served as the Executive Symposium Editor\n of the Brooklyn Journal of International Law and was a member of the Moot Court\n Honor Society. Her note, \u201cCrossing Borders: A TRIPS-Like Treaty on Quarantines\n and Human Rights\u201d was published in the Spring 2011 edition of the Brooklyn\n Journal of International Law.\n\n Ms. Maccarone also gained experience in law school as an intern to the\n Honorable Martin Glenn of the Southern District of New York Bankruptcy Court\n and as a law clerk at a New York City-based class action firm. Ms. Maccarone has\n been recognized as a Super Lawyer \u201cRising Star\u201d for the New York Metro area\n every year since 2014.\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022 Brooklyn Law School, J.D., magna cum laude (2011) \u2022 New Jersey (2011)\n\u2022 New York University, B.A., magna cum laude (2008) \u2022 New York (2012)\n \u2022 United States District Court for the District of New Jersey\nAWARDS (2012)\n \u2022 United States District Court for the Eastern District of New\n York (2012)\n \u2022 United States District Court for the Southern District of New\n York (2012)\n\n\n\n\n 39\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 41 of 80\n\n\n\n\nNICHOLAS I. PORRITT\nPartner\n Nicholas Porritt prosecutes securities class actions, shareholder class actions,\n derivative actions, and mergers and acquisitions litigation. He has extensive\n experience representing plaintiffs and defendants in a wide variety of complex\n commercial litigation, including civil fraud, breach of contract, and professional\n malpractice, as well as defending SEC investigations and enforcement actions.\n Mr. Porritt has helped recover hundreds of millions of dollars on behalf of\n shareholders. He was one of the Lead Counsel in In re Google Inc. Class C\n Shareholder Litigation, No. 7469-CS (Del. Ch.), which resulted in a payment of\n $522 million to shareholders and overall benefit of over $3 billion to Google\u2019s\n minority shareholders. He is one of the very few attorneys to have tried a\n securities class action to a jury, acting as lead trial counsel in In re Tesla, Inc.\n Securities Litigation, No. 3:18-cv-04865-EMC (N.D. Cal.), which went to trial in\n January 2023. He is currently acting in In re QuantumScape Securities Class\n Action Litigation, No. 3:21-cv-00058-WHO (N.D. Cal) representing QuantumScape\n Corp. investors who were harmed by misrepresentations by management\n regarding its battery technology as well as lead counsel in Ford v. TD Ameritrade\nHolding Corp., No. 14-cv-396 (D. Neb.), representing TD Ameritrade customers harmed by its improper routing\nof their orders. Both cases involve over $1 billion in estimated damages.\n\nMr. Porritt speaks frequently on current topics relating to securities laws and derivative actions, including\npresentations on behalf of the Council for Institutional Investors, Nasdaq, and the Practising Law Institute. and\nhas served as an expert in the areas of securities and derivative litigation.\n\n\n\n\n 40\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 42 of 80\n\n\n\n\nNICHOLAS I. PORRITT\nPartner\nCASES PORRITT HAS WORKED ON: \u2022 Martin v. Altisource Residential Corp., 2017 WL 1068208 (D.V.I.\n 2017)\n\u2022 Set Capital LLC v. Credit Suisse Group AG, 2023 WL 2535175 \u2022 Gormley magicJack VocalTec Ltd., 220 F. Supp. 3d 510\n (S.D.N.Y. 2023) (S.D.N.Y. 2016)\n\u2022 Voulgaris, v. Array Biopharma Inc., 60 F.4th 1259 (10th Cir. \u2022 Carlton v. Cannon, 184 F. Supp. 3d 428 (S.D. Tex. 2016)\n 2023) \u2022 Zola v. TD Ameritrade, Inc., 172 F. Supp. 3d 1055 (D. Neb. 2016)\n\u2022 In re Tesla, Inc. Sec. Litig., 2022 WL 7374936 (N.D. Cal. 2022) \u2022 In re Energy Recovery Sec. Litig., 2016 WL 324150 (N.D. Cal.\n\u2022 Klein v. TD Ameritrade Holding Corp., 342 F.R.D. 252 (D. Neb. Jan. 27, 2016)\n 2022) \u2022 In re EZCorp Inc. Consulting Agreement Deriv. Litig., 2016 WL\n\u2022 In re Aphria, Inc. Sec. Litig., 342 F.R.D. 199 (S.D.N.Y. 2022) 301245 (Del. Ch. Jan. 25, 2016)\n\u2022 In re Tesla, Inc. Sec. Litig., 2022 WL 1497559 (N.D. Cal. 2022) \u2022 In re Violin Memory Sec. Litig., 2014 WL 5525946 (N.D. Cal.\n\u2022 In re QuantumScape Sec. Class Action Litig., 580 F. Supp. 3d Oct. 31, 2014)\n 714 (N.D. Cal. 2022) \u2022 Garnitschnig v. Horovitz, 48 F. Supp. 3d 820 (D. Md. 2014)\n\u2022 Set Capital LLC v. Credit Suisse Group AG, 996 F.3d 64 (2d Cir. \u2022 SEC v. Cuban, 620 F.3d 551 (5th Cir. 2010)\n 2021) \u2022 Cozzarelli v. Inspire Pharmaceuticals, Inc., 549 F.3d 618 (4th\n\u2022 In re Tesla, Inc. Sec. Litig., 477 F. Supp. 3d 903 (N.D. Cal.2020) Cir. 2008)\n\u2022 Voulgaris, v. Array Biopharma Inc., No. \u2022 Teachers\u2019 Retirement System of Louisiana v. Hunter, 477 F.3d\n 17CV02789KLMCONSOLID, 2020 WL 8367829 (D. Colo.2020) 162 (4th Cir. 2007)\n\u2022 In Re Aphria, Inc. Sec. Litig., No. 18 CIV. 11376 (GBD), 2020 WL\n 5819548 (S.D.N.Y. 2020)\n\u2022 In re Clovis Oncology, Inc. Deriv. Litig., 2019 WL 4850188 (Del.\n Ch. 2019)\n\u2022 Martin v. Altisource Residential Corp., 2019 WL 2762923 (D.V.I.\n 2019)\n\u2022 In re Navient Corp. Sec. Litig., 2019 WL 7288881 (D.N.J.2019)\n\u2022 In re Bridgestone Inv. Corp., 789 Fed. App\u2019x 13 (9th Cir. 2019)\n\u2022 Klein v. TD Ameritrade Holding Corp., 327 F.R.D. 283 (D. Neb.\n 2018)\n\u2022 Beezley v. Fenix Parts, Inc., 2018 WL 3454490 (N.D. Ill. 2018)\n\u2022 In re Illumina, Inc. Sec. Litig., 2018 WL 500990 (S.D. Cal. 2018)\n\u2022 In re PTC Therapeutics Sec. Litig., 2017 WL 3705801 (D.N.J.\n 2017)\n\u2022 Zaghian v. Farrell, 675 Fed. Appx. 718, (9th Cir. 2017)\n\u2022 In re PTC Therapeutics Sec. Litig., 2017 WL 3705801 (D.N.J.\n Aug. 28, 2017)\n\n\n\n 41\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 43 of 80\n\n\n\n\nNICHOLAS I. PORRITT\nPartner\nPUBLICATIONS ADMISSIONS\n\n\u2022 \u201cCurrent Trends in Securities Litigation: How Companies and \u2022 New York (1997)\nCounsel Should Respond,\u201d Inside the Minds. Recent Developments \u2022 District of Columbia (1998)\nin Securities Law (Aspatore Press 2010) \u2022 United States District Court for the District of Columbia (1999)\n \u2022 United States District Court for the Southern District of New\nEDUCATION York (2004)\n \u2022 United States Court of Appeals for the Fourth Circuit (2004)\n\u2022 University of Chicago Law School, J.D., With Honors (1996) \u2022 United States Court of Appeals for the District of Columbia\n\u2022 University of Chicago Law School, LL.M. (1993) Circuit (2006)\n\u2022 Victoria University of Wellington, LL.B. (Hons.), With First Class \u2022 United States Supreme Court (2006)\nHonors, Senior Scholarship (1990) \u2022 United States District Court for the District of Maryland (2007)\n \u2022 United States District Court for the Eastern District of New\nAWARDS York (2012)\n \u2022 United States Court of Appeals for the Second Circuit (2014)\n \u2022 United States Court of Appeals for the Ninth Circuit (2015)\n \u2022 United States District Court for the District of Colorado (2015) \u2022\n United States Court of Appeals for the Tenth Circuit (2016)\n \u2022 United States Court of Appeals for the Eleventh Circuit (2017)\n \u2022 United States Court of Appeals for the Eighth Circuit (2019)\n \u2022 United States Court of Appeals for the Third Circuit (2019)\n\n\n\n\n 42\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 44 of 80\n\n\n\n\nGREGORY POTREPKA\nPartner\n Gregory M. Potrepka is a partner of the Firm in its Connecticut office. Mr.\n Potrepka\u2019s practice specializes in vindicating investor rights, including the\n interests of shareholders of publicly traded companies. Specifically, Mr. Potrepka\n has considerable experience prosecuting complex class actions, securities\n fraud matters, and similar commercial litigation. Mr. Potrepka\u2019s role in the Firm\u2019s\n securities litigation practice has significantly contributed to many of the Firm\u2019s\n successes, including the following representative matters:\n\n \u2022 In re Nutanix, Inc. Sec. Litig., No. 3:19-01651-WHO (N.D. Cal.); Norton v. Nutanix,\n Inc., 3:21-cv-04080-WHO (N.D. Cal.) ($71 million recovery)\n \u2022 In re U.S. Steel Consolidated Cases, No. 17-579 (W.D. Pa.) ($40 million recovery)\n \u2022 Rougier v. Applied Optoelectronics, Inc., No. 4:17-cv-2399 (S.D. Tex.) ($15.5\n million recovery)\n \u2022 In re Helios and Matheson Analytics, Inc. Securities Litigation, No. 1:18-cv-06965\n (S.D.N.Y.) ($8.25 million recovery)\n \u2022 In re Aqua Metals Securities Litigation, No. 17-cv-07142-HSG (N.D. Cal.) ($7\n\nEDUCATION ADMISSIONS\n\n\u2022 University of Connecticut School of Law, J.D. (2015) \u2022 Connecticut (2015)\n\u2022 University of Connecticut Department of Public Policy, M.P.A. \u2022 Mashantucket Pequot Tribal Court (2015)\n(2015) \u2022 United States District Court for the District of Connecticut\n\u2022 University of Connecticut, B.A., Political Science (2010) (2016)\n \u2022 United States District Court for the Southern District of New\nAWARDS York (2018)\n \u2022 United States District Court for the Eastern District of New\n York (2018)\n \u2022 United States Court of Appeals for the Third Circuit (2020)\n \u2022 New York (2023)\n \u2022 United States District of Colorado (2023)\n \u2022 United States District Court for the District of Colorado (2023)\n \u2022 United States Court of Appeals for the Ninth Circuit (2025)\n\n\n 43\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 45 of 80\n\n\n\n\nMARK S. REICH\nPartner\n Mark Samuel Reich is a Partner of the Firm. Mark\u2019s practice focuses on consumer\n class actions, including cases involving privacy and data breach issues, deceptive\n and unfair trade practices, advertising injury, product defect, and antitrust\n violations. Mark, who has experience and success outside the consumer arena,\n also supports the Firm\u2019s securities and derivative practices.\n\n Mark is attentive to clients\u2019 interests and fosters their activism on behalf of class\n members. Clients he has worked with consistently and enthusiastically endorse\n Mark\u2019s work:\n\n Mark attentively guided me through each stage of the litigation, prepared\n me for my deposition, and ensured that I and other wronged consumers\n were compensated and that purchasers in the future could not be duped\n by the appliance manufacturer\u2019s misleading marketing tactics.\u201d\n Katherine Danielkiewicz, Michigan (S.D. Tex. Nov. 13, 2019)\n\n\n After my experience working with Mark and his colleague, any hesitancy I may have had in the\n past about leading or participating in a class action has gone away. Mark expertly countered every\n roadblock that the corporate defendant tried using to dismiss our case and we ultimately reached a\n resolution that exceeded my expectations\u201d\n Barry Garfinkle, Pennsylvania\n\n\n\n\n 44\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 46 of 80\n\n\n\n\nMARK S. REICH\nPartner\nBefore joining Levi & Korsinsky, Mark practiced at the largest class action firm in the country for more\nthan 15 years, including 8 years as a Partner. Prior to becoming a consumer and shareholder advocate,\nMark practiced commercial litigation with an international law firm based in New York, where he defended\nlitigations on behalf of a variety of corporate clients.\n\nMark has represented investors in securities litigation, devoted to protecting the rights of institutional and\nindividual investors who were harmed by corporate misconduct. His case work involved State Street Yield\nPlus Fund Litig. ($6.25 million recovery); In re Doral Fin. Corp. Sec. Litig., SDNY ($129 million recovery);\nLockheed Martin Corp. Sec. Litig. ($19.5 million recovery); Tile Shop Holdings, Inc. ($9.5 million settlement);\nCurran v. Freshpet Inc. ($10.1 million settlement); In re Jakks Pacific, Inc. ($3,925,000 settlement); Fidelity Ultra\nShort Bond Fund Litig. ($7.5 million recovery); and Cha v. Kinross Gold Corp. ($33 million settlement).\n\n Never having been involved in a class action, I was uninformed and apprehensive. Mark and his\n colleagues not only explained the complexities, but maintained extensive ongoing, communications,\n involved us fully in all phases of the process; provided appropriate professional counsel and guidance\n to each participant, and achieved results that satisfied the original goals of the litigation\u201d\n Fred Sharp, New York\n\n\n It was a pleasure being represented by Mark. Above all he was patient throughout the tedious process\n of litigation. He is a good listener and a good communicator, which enhanced my participation and\n understanding of the process. He also provided excellent follow up throughout, making the process\n feel more like a team effort.\u201d\n Louise Miljenovic, New Jersey\n\n\n\n\n 45\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 47 of 80\n\n\n\n\nMARK S. REICH\nPartner\nAt his prior firm, Mark achieved notable success challenging unfair mergers and acquisitions in courts\nthroughout the country. Among the M&A litigation that Mark handled or participated in, his notable cases\ninclude: In re Aramark Corp. S\u2019holders Litig., where he attained a $222 million increase in consideration paid to\nshareholders of Aramark and a substantial reduction to management\u2019s voting power \u2013 from 37% to 3.5% \u2013 in\nconnection with the approval of the going-private transaction; In re Delphi Fin. Grp. S\u2019holders Litig., resulting\nin a $49 million post-merger settlement for Class A Delphi shareholders; In re TD Banknorth S\u2019holders Litig.,\nwhere Mark played a significant role in raising the inadequacy of the $3 million initial settlement, which the\ncourt rejected as wholly inadequate, and later resulted in a vastly increased $50 million recovery. Mark has\nalso been part of ERISA litigation teams that led to meaningful results, including In re Gen. Elec. Co. ERISA\nLitig., which resulting in structural changes to company\u2019s 401(k) plan valued at over $100 million, benefiting\ncurrent and future plan participants.\n\n We contacted Mark about our concerns about our oven\u2019s failure to perform as advertised. He worked\n with us to formulate a strategy that ultimately led to a settlement that achieved our and others\u2019 goals\n and specific needs.\u201d\n Candace Oliarny, Idaho\n\n\n My wife and I never having been involved with a law firm or Class Action had no idea what to expect.\n Within the first few phone meetings with Mark, we became assured as Mark explained in detail how the\n process worked, Mark is a great communicator. Mr. Reich is a true professional, his integrity through the\n years he worked with us was impeccable. Working with Mark was a truly positive experience, and have\n no reservations if we ever had to call on his services again.\u201d\n Louise Miljenovic, New Jersey\n\n\n\n\n 46\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 48 of 80\n\n\n\n\nMARK S. REICH\nPartner\nBefore joining the Firm, Mark graduated with a Bachelor of Arts degree from Queens College in New York. He\nearned his Juris Doctor degree from Brooklyn Law School, where he served on the Moot Court Honor Society\nand The Journal of Law and Policy.\n\nMark regularly practices in federal and state courts throughout the country and is a member of the bar in New\nYork. He has been recognized for his legal work by being named a New York Metro Super Lawyer by Super\nLawyers Magazine every year since 2013. Mark is active in his local community and has been distinguished for\nhis neighborhood support with a Certificate of Recognition by the Town of Hempstead.\n\nEDUCATION ADMISSIONS\n\n\u2022 Brooklyn Law School, J.D. (2000) \u2022 New York (2001)\n\u2022 Queens College, B.A., Psychology and Journalism (1997) \u2022 United States District Court for the Southern District of New\n York (2001)\nAWARDS \u2022 United States District Court for the Eastern District of New\n York (2001)\n \u2022 United States District Court for the Northern District of New\n York (2005)\n \u2022 United States District Court for the Eastern District of\n Michigan (2017)\n\n\n\n\n 47\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 49 of 80\n\n\n\n\nDANIEL TEPPER\nPartner\n Daniel Tepper is a Partner of the Firm with extensive experience in shareholder\n derivative suits, class actions and complex commercial litigation. Before he joined\n Levi & Korsinsky, Mr. Tepper was a partner in one of the oldest law firms in New\n York. He is an active member of the CPLR Committee of the New York State Bar\n Association and was an early member of its Electronic Discovery Committee. Mr.\n Tepper has been selected as a New York \u201cSuper Lawyer\u201d in 2016 \u2013 2023.\n\n Some of the notable matters where Mr. Tepper had a leading role include:\n\n \u2022 Siegmund v. Bian, No. 16-62506 (S.D. Fla.), achieving an estimated recovery of\n $29.93 per share on behalf of a class of public shareholders of Linkwell Corp. who\n were forced to sell their stock at $0.88 per share.\n \u2022 In re Platinum-Beechwood Litigation, No. 18-06658 (S.D.N.Y.), achieved\n dismissal on behalf of an individual investor in Platinum Partners-affiliated\n investment fund.\n \u2022 Lakatamia Shipping Co. Ltd. v. Nobu Su, Index No. 654860/2016 (Sup. Ct., N.Y.\nCo. 2016), achieved dismissal on suit attempting to domesticate a $40 million UK judgment in New York State.\n\u2022 Zelouf Int\u2019l Corp. v. Zelouf, No. 45 Misc.3d 1205(A) (Sup.Ct. N.Y. Co., 2014), representing the plaintiff in an\nappraisal proceeding triggered by freeze-out merger of closely-held corporation. Achieved a $10 million\nverdict after eleven day trial, with the Court rejecting a discount for lack of marketability.\n\u2022 Sacher v. Beacon Assocs. Mgmt. Corp., No. 114 A.D.3d 655 (2d Dep\u2019t 2014), affirming denial of defendants\u2019\nmotion to dismiss shareholder derivative suit by Madoff feeder fund against fund\u2019s auditor for accounting\nmalpractice.\n\u2022 In re Belzberg, No. 95 A.D.3d 713 (1st Dep\u2019t 2012), compelling a non-signatory to arbitrate brokerage\nagreement dispute arising under doctrine of direct benefits estoppel.\n\u2022 Estate of DeLeo, No. 353758/A (Surrog. Ct., Nassau Co. 2011), achieving a full plaintiff\u2019s verdict after a seven\nday trial which restored a multi-million dollar family business to its rightful owner.\n\n\n\n\n 48\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 50 of 80\n\n\n\n\nDANIEL TEPPER\nPartner\n\u2022 CMIA Partners Equity Ltd. v. O\u2019Neill, No. 2010 NY Slip Op 52068(U) (Sup. Ct. N.Y. Co., 2010). Representing the\nindependent directors of a Cayman Islands investment fund, won a dismissal on the pleadings in the first New\nYork State case examining shareholder derivative suits under Cayman Islands law.\n\u2022 Hecht v. Andover Assocs. Mgmt. Corp., No. 27 Misc 3d 1202(A) (Sup. Ct. Nassau Co., 2010), aff\u2019d, 114 A.D.3d 638\n(2d Dep\u2019t 2014). Participated in a $213 million global settlement in the first Madoff related lawsuit in the country\nto defeat a motion to dismiss.\nEDUCATION ADMISSIONS\n\n\u2022 New York University School of Law, J.D. (2000) \u2022 Massachusetts (2001)\n\u2022 The University of Texas at Austin, B.A. with Honors (1997), National \u2022 New York (2002)\nMerit Scholar \u2022 United States District Court for the Eastern District of New\n York (2004)\nAWARDS \u2022 United States District Court for the Southern District of New\n York (2010)\n \u2022 United States District Court for the Western District of New\n York (2019)\n\n\n\n\n 49\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 51 of 80\n\n\n\n\nELIZABETH K. TRIPODI\nPartner\n Elizabeth K. Tripodi focuses her practice on shareholder protection, representing\n investors in litigation involving mergers, acquisitions, tender offers, and change-\n in-control transactions, securities fraud litigation, and corporate derivative\n litigation. Ms. Tripodi has been named as a Washington, D.C. \u201cSuper Lawyer\u201d in\n the securities field and was selected as a \u201cRising Star\u201d by Thomson Reuters for\n several consecutive years.\n\n Ms. Tripodi\u2019s trial experiences includes:\n\n \u2022 In re Tesla, Inc. Securities Litigation, No. 3:18-cv-04865-EMC (N.D. Cal.) (lead\n counsel in class action representing Tesla investors who were harmed by Elon\n Musk\u2019s \u201cfunding secured\u201d tweet from August 7, 2018)\n\n Ms. Tripodi has played a lead role in obtaining monetary recoveries for\n shareholders in M&A litigation:\n\n\u2022 In Reith v. Lichtenstein, et al., Case NO. 2018-0277-MTZ, on behalf of the class and derivatively on behalf of\nSteel Connect, Inc. recovering a $6 million fund to be distributed to common stockholders of Steel Connect,\nthe majority of which going to the minority stockholders. The Court of Chancery approved the settlement on\nDecember 13, 2024, called the result an \u201cexcellent settlement.\u201d\n\u2022 In Karsan Value Fund v. Kostecki Brokerage Pty, Ltd. et al., Case No. C.A. No. 2021-0899-LWW (Delaware\nChancery), on behalf of the class of former minority stockholders of Alloy Steel, and recovered a $9.5 million\ncommon fund \u2013 a $1.90 per share (75%) increase on top of the original merger consideration of $2.55 per\nshare. The Court of Chancery approved the settlement on April 4, 2024, and remarked that it was \u201cstrong\u201d and\na \u201cgreat settlement.\u201d\n\n\n\n\n 50\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 52 of 80\n\n\n\n\nELIZABETH K. TRIPODI\nPartner\n\u2022 In re Schuff International, Inc. Stockholders Litigation, Case No. 10323-VCZ, achieving the largest recovery\nas a percentage of the underlying transaction consideration in Delaware Chancery Court merger class action\nhistory, obtaining an aggregate recovery of more than $22 million -- a gross increase from $31.50 to $67.45 in\ntotal consideration per share (a 114% increase) for tendering stockholders.\n\u2022 In re Bluegreen Corp. S\u2019holder Litig., Case No. 502011CA018111 (Circuit Ct. for Palm Beach Cty., FL), creation\nof a $36.5 million common fund settlement in the wake of a majority shareholder buyout, representing a 25%\nincrease in total consideration to the minority stockholders\n\u2022 In re Cybex International S\u2019holder Litig., Index No. 653794/2012 (N.Y. Sup. Ct. 2014), recovery of $1.8\nmillion common fund, which represented an 8% increase in stockholder consideration in connection with\nmanagement-led cash-out merger\n\u2022 In re Great Wolf Resorts, Inc. S\u2019holder Litig., C.A. No. 7328-VCN (Del. Ch. 2012), where there was a $93 million\n(57%) increase in merger consideration\n\u2022 Minerva Group, LP v. Keane, Index No. 800621/2013 (N.Y. Sup. Ct. 2013), settlement in which Defendants\nincreased the price of an insider buyout from $8.40 to $9.25 per share\u2022 Minerva Group, LP v. Keane, Index No.\n800621/2013 (N.Y. Sup. Ct. 2013), settlement in which Defendants increased the price of an insider buyout from\n$8.40 to $9.25 per share\n\nMs. Tripodi has played a key role in obtaining injunctive relief while representing shareholders in connection\nwith M&A litigation, including obtaining preliminary injunctions or other injunctive relief in the following\nactions:\n\n\u2022 In re Portec Rail Products, Inc. S\u2019holder Litig, No. G.D. 10-3547 (Ct. Com. Pleas Pa. 2010)\n\u2022 In re Craftmade International, Inc. S\u2019holder Litig, No. 6950-VCL (Del. Ch. 2011) \u2022 Dias v. Purches, et al., No.\n7199-VCG (Del. Ch. 2012)\n\u2022 In re Complete Genomics, Inc. S\u2019holder Litig, No. 7888-VCL (Del. Ch. 2012)\n\u2022 In re Integrated Silicon Solution, Inc. Stockholder Litig., No. 115CV279142 (Sup. Ct. Santa Clara, CA 2015)\n\n\n\n\n 51\n\f Our Attorneys Partners\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 53 of 80\n\n\n\n\nELIZABETH K. TRIPODI\nPartner\nPrior to joining Levi & Korsinsky, Ms. Tripodi was a member of the litigation team that served as Lead Counsel\nin, and was responsible for, the successful prosecution of numerous class actions, including: Rudolph\nv. UTStarcom (stock option backdating litigation obtaining a $9.5 million settlement); Grecian v. Meade\nInstruments (stock option backdating litigation obtaining a $3.5 million settlement).\n\nEDUCATION ADMISSIONS\n\n\u2022 American University Washington College of Law, cum laude \u2022 Virginia (2006)\n(2006), where she served as Co-Editor in Chief of the Business Law \u2022 United States District Court for the Eastern District of Virginia\nJournal (f/k/a Business Law Brief), was a member of the National (2006)\nEnvironmental Moot Court team, and interned for Environmental \u2022 District of Columbia (2008)\nEnforcement Section at the Department of Justice \u2022 United States District Court for the District of Columbia (2010)\n\u2022 Davidson College, B.A., Art History (2000) \u2022 United States Court of Appeals for the Seventh Circuit (2018)\n\nAWARDS\n\n\n\n\n 52\n\f Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 54 of 80\n\n\n\n\n \u2022 ANDREW E. LENCYK\n\n \u2022 BRIAN STEWART\n\n\n\nOur Attorneys\n\nCounsel\n\n\n\n\n 53\n\f Our Attorneys Counsel\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 55 of 80\n\n\n\n\nANDREW E. LENCYK\nCounsel\n Andrew E. Lencyk is Counsel to the Firm. Prior to joining the Firm, Mr. Lencyk was\n a partner in an established boutique firm in New York specializing in securities\n litigation. He was graduated magna cum laude from Fordham College, New York,\n with a B.A. in Economics and History, where he was a member of the College\u2019s\n Honors Program, and was elected to Phi Beta Kappa. Mr. Lencyk received his J.D.\n from Fordham University School of Law, where he was a member of the Fordham\n Urban Law Journal. He was named to the 2013, 2014, 2015, 2016, 2017, 2018 and\n 2019 Super Lawyers\u00ae, New York Metro Edition.\n\n Mr. Lencyk has co-authored the following articles for the Practicing Law\n Institute\u2019s Accountants\u2019 Liability Handbooks:\n\n \u2022 Liability in Forecast and Projection Engagements: Impact of Luce v. Edelstein\n \u2022 An Accountant\u2019s Duty to Disclose Internal Control Weaknesses\n \u2022 Whistle-blowing: An Accountants\u2019 Duty to Disclose A Client\u2019s Illegal Acts\n \u2022 Pleading Motions under the Private Securities Litigation Reform Act of 1995\n\u2022 Discovery Issues in Cases Involving Auditors (co-authored and appeared in the 2002 PLI Handbook on\n Accountants\u2019 Liability After Enron.)\n\nIn addition, he co-authored the following article for the Association of the Bar of the City of New York,\nCorporate & Securities Law Updates:\n\n\u2022 Safe Harbor Provisions for Forward-Looking Statements (co-authored and published by the Association of\nthe Bar of the City of New York, Corporate & Securities Law Updates, Vol. II, May 12, 2000)\n\n\n\n\n 54\n\f Our Attorneys Counsel\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 56 of 80\n\n\n\n\nANDREW E. LENCYK\nCounsel\nCases in which Mr. Lencyk actively represented plaintiffs include:\n\n\u2022 Kirkland et al. v. WideOpenWest, Inc., No. 653248/2018 (Sup. Ct, NY County) (substantially denying\ndefendants\u2019 motion to dismiss Section 11 and 12(a)(2) claims)\n\u2022 In re Community Psychiatric Centers Securities Litigation, No. SA CV-91-533-AHS (Eex) (C.D. Cal.) and\nMcGann v. Ernst & Young, SA CV-93-0814-AHS (Eex) (C.D. Cal.)(recovery of $54.5 million against company and\nits outside auditors)\n\u2022 In re Danskin Securities Litigation, Master File No. 92 CIV. 8753 (JSM) (S.D.N.Y.);\n\u2022 In re JWP Securities Litigation, Master File No. 92 Civ. 5815 (WCC) (S.D.N.Y.) (class recovery of\napproximately $36 million)\n\u2022 In re Porta Systems Securities Litigation, Master File No. 93 Civ. 1453 (TCP) (E.D.N.Y.);\n\u2022 In re Leslie Fay Cos. Securities Litigation, No. 92 Civ. 8036 (S.D.N.Y.)($35 million recovery)\n\u2022 Berke v. Presstek, Inc., No. 96-347-M (MDL Docket No. 1140) (D.N.H.) ($22 million recovery)\n\u2022 In re Micro Focus Securities Litigation, No. C-01-01352-SBA-WDB (N.D. Cal.)\n\u2022 Dusek v. Mattel, Inc., et al., No. CV99-10864 MRP (C.D. Cal.) ($122 million global settlement)\n\u2022 In re Sonus Networks, Inc. Securities Litigation-II, No. 06-CV-10040 (MLW) (D. Mass.)\n\u2022 In re AIG ERISA Litigation, No. 04 Civ. 9387 (JES) (S.D.N.Y.) ($24.2 million recovery)\n\u2022 In re Mutual Funds Investment Litigation, MDL No. 1586 (D. Md.)\n\u2022 In re Alger, Columbia, Janus, MFS, One Group, Putnam, Allianz Dresdner, MDL No. 15863-JFM - Allianz\nDresdner subtrack (D. Md.)\n\u2022 In re Alliance, Franklin/Templeton, Bank of America/Nations Funds and Pilgrim Baxter, MDL No. 15862-AMD\n\u2013 Franklin/Templeton subtrack (D. Md.)\n\u2022 In re AIG ERISA Litigation II, No. 08 Civ. 5722 (LTS) (S.D.N.Y.) ($40 million recovery); and\n\u2022 Flynn v. Sientra, Inc., No. CV-15-07548 SJO (RAOx) (C.D. Cal.) ($10.9 million recovery) (co-lead counsel) Court\ndecisions in which Mr. Lencyk played an active role on behalf of plaintiffs include:\n\u2022 Pub. Empls\u2019 Ret. Sys. of Miss. v. TreeHouse Foods, No. 2018 U.S. Dist. LEXIS 22717 (N.D. Ill. Feb. 12, 2018)\n(denying defendants\u2019 motion to dismiss in its entirety)\n\n\n\n\n 55\n\f Our Attorneys Counsel\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 57 of 80\n\n\n\n\nANDREW E. LENCYK\nCounsel\n\u2022 Flynn v. Sientra, Inc., No. 2016 U.S. Dist. LEXIS 83409 (C.D. Cal. June 9, 2016) (denying in substantial part\ndefendants\u2019 motions to dismiss Section 10(b), Section 11 and 12(b)(2) claims), motion for reconsideration\ndenied, slip op. (C.D. Cal. Aug 12, 2016)\n\u2022 In re Principal U.S. Property Account ERISA Litigation, No. 274 F.R.D. 649 (S.D. Iowa 2011) (denying defendants\u2019\nmotion to dismiss)\n\u2022 In re AIG ERISA Litigation II, No. 08 Civ. 5722(LTS), 2011 U.S. Dist. LEXIS 35717 (S.D.N.Y. May 31, 2011) (denying\nin substantial part defendants\u2019 motions to dismiss), renewed motion to dismiss denied, slip op. (S.D.N.Y. June\n26, 2014)\n\u2022 In re Mutual Funds Investment Litigation, No. 384 F. Supp. 2d 845 (D. Md. 2005) (denying in substantial part\ndefendants\u2019 motions to dismiss), In re Alger, Columbia, Janus, MFS, One Group, Putnam, Allianz Dresdner,\nMDL No. 15863-JFM - Allianz Dresdner subtrack (D. Md. Nov. 3, 2005) (denying in substantial part defendants\u2019\nmotions to dismiss), and In re Alliance, Franklin/Templeton, Bank of America/Nations Funds and Pilgrim\nBaxter, MDL No. 15862-AMD \u2013 Franklin/Templeton subtrack (D. Md. June 27, 2008) (same)\n\u2022 In re AIG ERISA Litigation, No. 04 Civ. 9387 (JES) (S.D.N.Y. Dec. 12, 2006) (denying defendants\u2019 motions to\ndismiss in their entirety)\n\u2022 Dusek v. Mattel, Inc., et al., No. CV99-10864 MRP (C.D. Cal. Dec. 17, 2001) (denying defendants\u2019 motions to\ndismiss Section 14(a) complaint in their entirety)\n\u2022 In re Micro Focus Sec. Litig., Case No. C-00-20055 SW (N.D. Cal. Dec. 20, 2000) (denying motion to dismiss\nSection 11 complaint);\n\u2022 Zuckerman v. FoxMeyer Health Corp., No. 4 F. Supp.2d 618 (N.D. Tex. 1998) (denying defendants\u2019 motion to\ndismiss in its entirety in one of the first cases decided in the Fifth Circuit under the Private Securities Litigation\nReform Act of 1995)\n\u2022 In re U.S. Liquids Securities Litigation, Master File No. H-99-2785 (S.D. Tex. Jan. 23, 2001) (denying\nmotion to dismiss Section 11 claims)\n\u2022 Sands Point Partners, L.P., et al. v. Pediatrix Medical Group, Inc., et al., No. 99-6181-CIV-Zloch\n(S.D. Fla. June 6, 2000) (denying defendants\u2019 motion to dismiss in its entirety)\n\u2022 Berke v. Presstek, Inc., No. 96-347-M (MDL Docket No. 1140) (D.N.H. Mar. 30, 1999) (denying\ndefendants\u2019 motion to dismiss)\n\n\n\n 56\n\f Our Attorneys Counsel\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 58 of 80\n\n\n\n\nANDREW E. LENCYK\nCounsel\n\u2022 Chalverus v. Pegasystems, Inc., No. 59 F. Supp. 2d 226 (D. Mass. 1999) (denying defendants\u2019 motion to\ndismiss);\n\u2022 Danis v. USN Communications, Inc., No. 73 F. Supp. 2d 923 (N.D. Ill. 1999) (denying defendants\u2019 motion to\n\n\nEDUCATION ADMISSIONS\n\n\u2022 Fordham University School of Law, J.D. (1992) \u2022 Connecticut (1992)\n\u2022 Fordham College, B.A. magna cum laude, 1988) \u2022 New York (1993)\n \u2022 United States District Court for the Southern District of New\nAWARDS York (2004)\n \u2022 United States District Court for the Eastern District of New\n York (2004)\n \u2022 United States Court of Appeals for the Second Circuit (2015)\n\n\n\n\n 57\n\f Our Attorneys Counsel\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 59 of 80\n\n\n\n\nBRIAN STEWART\nCounsel\n Brian Stewart is Counsel to the Firm practicing in the Washington, D.C. office.\n Prior to joining the firm, Mr. Stewart was an associate at a small litigation firm in\n Washington D.C. and a regulatory analyst at the Financial Industry Regulatory\n Authority (FINRA). During law school, he interned for the Enforcement Divisions of\n the SEC and CFPB.\n\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022 American University Washington College of Law, J.D. (2012) \u2022 Maryland (2012)\n\u2022 University of Washington, B.S., Economics and Mathematics \u2022 District of Columbia (2014)\n(2008) \u2022 United States District Court for the District of Maryland (2017)\n \u2022 United States District Court for the District of Colorado (2017)\n\n\n\n\n 58\n\f Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 60 of 80\n\n\n\n\n \u2022 JORDAN A. CAFRITZ\n\n \u2022 MORGAN EMBLETON\n\n \u2022 DAVID C. JAYNES\n\nOur Attorneys \u2022 CORREY A. SUK\n\n\n\nSenior Associates\n\n\n\n\n 59\n\f Our Attorneys Senior Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 61 of 80\n\n\n\n\nJORDAN A. CAFRITZ\nSenior Associate\n Jordan Cafritz is a Senior Associate with the Firm\u2019s Washington, D.C. office. While\n attending law school at American University he was an active member of the\n American University Business Law Review and worked as a Rule 16 attorney in\n the Criminal Justice Defense Clinic. After graduating from law school, Mr. Cafritz\n clerked for the Honorable Paul W. Grimm in the U.S. District Court for the District\n of Maryland.\n\n Notable cases Mr. Cafritz has litigated include:\n\n In Karsan Value Fund v. Kostecki Brokerage Pty, Ltd. et al., C.A. No. 2021-\n 0899-LWW (Delaware Chancery), Mr. Cafritz played a lead role in securing a\n $9.5 million common fund for the minority stockholders in connection with a\n controller buyout \u2013 a $1.90 per share (75%) increase on top of the original merger\n consideration of $2.55 per share.\n\n In Jacobs v. Meghji, et al., C.A. No. 2019-1022-MTZ (Delaware Chancery), Mr. Cafritz\n played a lead role in challenging a series of unfair equity transactions imposed\n on Infrastructure Energy Alternatives Inc. The resulting settlement led to the\n issuance of new preferred stock that fundamentally revised the capital structure\n of the company and paved the way for a $1.1bn acquisition of the company.\nEDUCATION ADMISSIONS\n\n\u2022 American University Washington College of Law, J.D. (2014) \u2022 Maryland (2014)\n\u2022 University of Wisconsin-Madison, B.A., Economics & History \u2022 District of Columbia (2018)\n(2010)\n\n\n\n\n 60\n\f Our Attorneys Senior Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 62 of 80\n\n\n\n\nMORGAN EMBLETON\nSenior Associate\n Morgan M. Embleton is a senior associate in the Firm\u2019s Connecticut office. Since\n 2018, Ms. Embleton has focused her practice on federal securities class actions\n and protecting the interests of shareholders of publicly traded companies.\n\n Prior to that, Ms. Embleton litigated matters arising under the False Claims\n Act, Jones Act, Longshore Harbor Workers\u2019 Compensation Act, Louisiana\n Whistleblower Act, and Louisiana Environmental Whistleblower Act, as well\n as pharmaceutical mass torts and products liability claims. Ms. Embleton has\n extensive experience prosecuting securities fraud matters, complex class\n actions, and multidistrict litigations.\n\n Ms. Embleton received her J.D. and Environmental Law Certificate from Tulane\n University Law School in 2014. During her time in law school, Ms. Embleton was a\n student attorney in the Tulane Environmental Law Clinic, a member of the Journal\n of Technology and Intellectual Property, and the Assistant Director of Research\n and Development for the Durationator.\n\nEDUCATION ADMISSIONS\n\n\u2022 Tulane University Law School, J.D. and Environmental Law \u2022 Louisiana (2014)\nCertificate (2014) \u2022 United States District Court for the Eastern District of\n\u2022 University of Colorado at Boulder, B.A., cum laude, Sociology Louisiana (2015)\n(2010) \u2022 United States District Court for the Middle District of\n Louisiana (2016)\n \u2022 United States District Court for the Western District of\n Louisiana (2016)\n \u2022 United States Court of Federal Claims (2016)\n \u2022 United States Court of Appeals for the Fifth Circuit (2016)\n \u2022 United States Court of Appeals for the Ninth Circuit (2017)\n \u2022 United States District Court for the Eastern District of\n Michigan (2020)\n\n\n\n 61\n\f Our Attorneys Senior Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 63 of 80\n\n\n\n\nDAVID C. JAYNES\nSenior Associate\n David C. Jaynes focuses his practice on investor protection and securities fraud\n litigation. In addition to his law degree, Mr. Jaynes has graduate degrees in\n business administration and finance. Prior to joining the firm, David worked in the\n Enforcement Division of the U.S. Securities and Exchange Commission in the Salt\n Lake Regional Office as part of the Student Honors Program. Mr. Jaynes began\n his career as a prosecutor and has significant trial experience.\n\n While at Levi & Korsinsky, Mr. Jaynes has actively represented plaintiffs in the\n following securities class actions:\n\n \u2022 In re U. S. Steel Consolidated Cases, No. 17-579 (W.D. Pa.)\n \u2022 Stein v. U.S. Xpress Enterprises, Inc., et al., No. 1:19-cv-98-TRM-CHS (E.D. Tenn.)\n \u2022 John P. Norton, On Behalf Of The Norton Family Living Trust UAD 11/15/2002 v.\n Nutanix, Inc. et al, No. 3:21-cv-04080 (N.D. Cal.)\n\n Mr. Jaynes has also had a role in litigating the following securities actions:\n\u2022 Ferraro Family Foundation, Inc. v. Corcept Therapeutics Incorporated, No.5:19-cv-1372-LHK (N.D. Cal.)\n\u2022 The Daniels Family 2001 Revocable Trust v. Las Vegas Sands Corp., et al., No. 1:20-cv-08062-JMF (D. Nev.)\n\u2022 Dan Kohl v. Loma Negra Compania Industrial Argentina Sociedad Anonima, et al., Index No. 653114/2018\n(Sup. Ct., County of New York)\nEDUCATION ADMISSIONS\n\n\u2022 University of Utah, M.S., Finance (2020) \u2022 Maryland (2015)\n\u2022 University of Utah, M.B.A (2020) \u2022 Utah (2016)\n\u2022 The George Washington University Law School, J.D. (2015) \u2022 United States District Court for the District of Utah (2016)\n\u2022 Brigham Young University, B.A., Middle East Studies and Arabic \u2022 California (2021)\n(2009) \u2022 United States District Court for the Northern District of\n California (2022)\n \u2022 United States District Court for the Central District of\n California (2023)\n \u2022 District of Colorado (2023)\n \u2022 United States Court of Appeals for the Ninth Circuit (2025)\n 62\n\f Our Attorneys Senior Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 64 of 80\n\n\n\n\nCORREY A. SUK\nSenior Associates\n Correy A. Suk is an experienced litigator with a focus on shareholder derivative\n suits, class actions, and complex commercial litigation. Correy began her career\n with the Investor Protection Bureau of the Office of the New York State Attorney\n General and spent four years prosecuting shareholder derivative actions and\n securities fraud litigation at one of the oldest firms in the country. Prior to\n joining Levi & Korsinsky, Correy represented both individuals and corporations\n in complex business disputes at a New York litigation boutique. Correy\u2019s\n unflappable disposition and composure reflect a pragmatic approach to both\n litigation and negotiation. She thrives under pressure and serves as an aggressive\n advocate for her clients in the most high-stakes situations. Correy has been\n recognized as a Super Lawyers Rising Star every year since 2017.\n\n PUBLICATIONS\n\n \u2022 \u201cUnsafe Sexting: The Dangerous New Trend and the Need for Comprehensive\n Legal Reform,\u201d 9 Ohio St. J. Crim. L. 405 (2011)\n\nEDUCATION ADMISSIONS\n\n\u2022 The Ohio State University Moritz College of Law, J.D. (2011) \u2022 New Jersey (2011)\n\u2022 Georgetown University, B.S.B.A. (2008) \u2022 New York (2012)\n \u2022 United States District Court for the Southern District of New\nAWARDS York (2015)\n \u2022 United States District Court for the Eastern District of New\n York (2015)\n \u2022 United States District Court for the District of New Jersey\n (2016)\n\n\n\n\n 63\n\f Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 65 of 80\n\n\n\n\n \u2022 COLIN BROWN\n\n \u2022 AMANDA FOLEY\n\n \u2022 NOAH GEMMA\n\nOur Attorneys \u2022 DEVYN R. GLASS\n\n \u2022 GARY ISHIMOTO\n\nAssociates \u2022 TRAVIS JOHNSON\n\n \u2022 SIDHARTH KAKKAR\n\n \u2022 ALEXANDER KROT\n\n \u2022 MELISSA MEYER\n\n \u2022 CINAR ONEY\n\n \u2022 AARON PARNAS\n\n \u2022 MICHAEL POLLACK\n\n \u2022 P. COLE VON RICHTHOFEN\n\n \u2022 ALYSSA TOLENTINO\n\n \u2022 MAX WEISS\n\n\n\n\n 64\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 66 of 80\n\n\n\n\nCOLIN BROWN\nAssociate\n Colin Brown is an Associate working remotely for Levi and Korsinksy\u2019s Consumer\n Litigation and Mass Arbitration Team. During law school, Colin was a member of\n the North Dakota Law Review, and worked as a law clerk for the Judges in the NE\n Central Judicial District in Grand Forks, North Dakota. Following law school, Colin\n worked as an Associate attorney in Fargo, ND at the Nilles Law Firm in the areas\n of commercial and personal injury litigation for which he conducted research,\n drafted briefs and pleadings, and worked on discovery.\n\n EDUCATION\n\n \u2022 University of North Dakota School of Law, J.D. (2018), Law Review Member\n \u2022 University of North Dakota, B.A. (2015)\n\n ADMISSIONS\n\n \u2022 Minnesota (2018)\n \u2022 North Dakota (2019)\n\n\n\n\n 65\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 67 of 80\n\n\n\n\nAMANDA FOLEY\nAssociate\n Amanda Foley is an Associate in Levi & Korsinsky\u2019s Stamford office where she\n focuses her practice on federal securities litigation.\n Prior to joining Levi & Korsinsky, Amanda gained substantial experience at a\n boutique Boston firm where she was trained in securities and business litigation.\n\n Amanda received her Juris Doctorate degree from Suffolk University Law School\n with an International Law concentration with Distinction and was selected to\n join the International Legal Honor Society of Phi Delta Phi. While in law school,\n Amanda focused her legal education on securities law & regulation, international\n investment law & arbitration, and business law.\n\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022 Suffolk University Law School, J.D. (2021) \u2022 Massachusetts (2021)\n\u2022 Colorado State University, B.S. (2011) \u2022 United States District Court for the District of Massachusetts\n (2022)\n\n\n\n\n 66\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 68 of 80\n\n\n\n\nNOAH GEMMA\nAssociate\n Noah Gemma worked previously as a summer associate at a boutique\n commercial litigation firm. There, Mr. Gemma drafted briefs and other legal\n memoranda on behalf of national and closely held corporations in complex\n federal and state court litigation. In particular, Mr. Gemma helped the firm: (i) win\n multiple motions to dismiss on behalf of a national bank and a national bonding\n company in federal court cases involving alleged fraud and other alleged\n improprieties; (ii) settle an avoidable preference action on behalf of a national\n hauling company in a federal bankruptcy proceeding for a small fraction of the\n alleged damages; (iii) settle a negligence action on behalf of a court appointed\n fiduciary against officers of a defunct company and its insurance carrier on\n advantageous terms; and (iv) secure a favorable decision on behalf of a national\n bonding company before the state supreme court.\n\n Mr. Gemma also served as a judicial intern for the Honorable Judge Bruce\n M. Selya in the United States Court of Appeals for the First Circuit and for the\n Honorable Judge Virginia M. Hernandez Covington in the United States District\nCourt for the Middle District of Florida. Using his experience representing the interests of national and closely\nheld corporations to analyze and assess potential cases of corporate impropriety, Mr. Gemma currently\nprosecutes corporate and director malfeasance through the preparation and filing of shareholder mergers\nand acquisitions actions and corporate governance litigation.\n\n\nEDUCATION ADMISSIONS\n\n\u2022 Georgetown University Law Center, J.D., Editor for The \u2022 Rhode Island (2021)\nGeorgetown Law Journal (2021) \u2022 District of Columbia (2022)\n\u2022 Providence College, B.A. (2018)\n\n\n\n\n 67\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 69 of 80\n\n\n\n\nDEVYN R. GLASS\nAssociate\n Devyn R. Glass currently focuses her practice on representing investors in federal\n securities fraud litigation.\n\n Prior to joining the firm, Ms. Glass gained substantial experience at a national\n boutique firm specializing in complex litigation across a variety of practice areas\n representing both plaintiffs and defendants. Since 2017, Ms. Glass has focused\n her practice on consumer and shareholder protection, litigating numerous class\n action lawsuits across the country that involved data privacy and data breach,\n deceptive and unfair trade practices, and securities fraud.\n\n At her prior firms, Ms. Glass played a pivotal role in obtaining monetary recoveries\n and/or injunctive relief on behalf of shareholders and consumers. Notable cases\n include: Lowry v. RTI Surgical Holdings, Inc. et al., (D. Ill.) (obtaining $10.5 million\n on behalf of a shareholder class alleging violations of the federal securities laws);\n In re Google Plus Profile Litigation, (N.D. Cal.) (obtaining $7.5 million on behalf of\n a consumer class exposed to a years-long data breach); and Barrett v. Pioneer\nNatural Resources USA, Inc., (D. Colo.) (obtaining $500,000 on behalf of more than 8,000 current and former\n401(k) plan participants alleging violations of the Employee Retirement Income Security Act).\n\nEDUCATION ADMISSIONS\n\n\u2022 Loyola University College of Law, New Orleans, J.D., cum laude \u2022 New York (2017)\n(2016), where she received a Certificate of Concentration in \u2022 District of Columbia (2017)\nLaw, Technology and Entrepreneurship, served as a member of \u2022 United States District Court District of Columbia (2018)\nthe Loyola Journal of Public Interest Law, and interned for the \u2022 United States District Court District of Colorado (2018)\nLouisiana Second Circuit Court of Appeals \u2022 United States Court of Appeals for the Ninth Circuit (2022)\n\u2022 Louisiana Tech University, B.A., cum laude (2013), Political\nScience, minor in English\n\n\n\n\n 68\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 70 of 80\n\n\n\n\nGARY ISHIMOTO\nAssociate\n Gary Ishimoto is an Associate working remotely with Levi and Korsinsky\u2019s\n Consumer Litigation Team. During law school, he worked at the Small Business\n Law Clinic helping to draft incorporation papers, non-compete clauses, IP\n assignments, board consent, and stock purchase agreements for start-up\n businesses. He also interned for the Rossi Law Group.\n\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022 Pepperdine School of Law, J.D. (2020) \u2022 Massachusetts (2021)\n\u2022 California State University, Northridge, B.S. (2013)\n\n\n\n\n 69\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 71 of 80\n\n\n\n\nTRAVIS JOHNSON\nAssociate\n Travis Johnson is an Associate in the firm\u2019s Washington D.C. office. Prior to\n joining Levi & Korsinsky, Travis worked at a small firm specializing in bad-faith\n insurance litigation. Travis served as a law clerk for the Honorable Milton C.\n Lee, Jr. in District of Columbia Superior Court. While in law school, Travis was a\n student attorney in the Barton Child Law and Policy Center where he worked\n on research-backed policy proposals submitted to the Georgia Legislature\n to protect the legal rights and interests of children involved with the justice\n system. Travis also competed and coached in the Kaufman Memorial Securities\n Law Moot Court Competition.\n\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022 Emory University Law School (2022) \u2022 Georgia (2022)\n\u2022 Utah State University, B.A., Political Science and Constitutional \u2022 District of Columbia (pending)*\nStudies, with Honors (2015)\n *Pending admission to the D.C. bar, practicing under the\n supervision of a D.C. licensed attorney\n\n\n\n\n 70\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 72 of 80\n\n\n\n\nSIDHARTH KAKKAR\nAssociate\n Mr. Kakkar is an Associate with a focus on shareholder derivative suits, class\n actions, and complex commercial litigation.\n\n EDUCATION\n\n \u2022 New York Law School, J.D. (2022), member of the Center for Business & Financial Law\n \u2022 Swarthmore College, B.A. (2017)\n\n ADMISSIONS\n\n \u2022 New York (2024)\n \u2022 New Jersey (2024)\n \u2022 United States District Court for the Southern District of New York (2024)\n \u2022 United States District Court for the Eastern District of New York (2024)\n\n\n\n\n 71\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 73 of 80\n\n\n\n\nALEXANDER KROT\nAssociate\n EDUCATION\n\n \u2022 American University, Kogod School of Business, M.B.A. (2012)\n \u2022 Georgetown University Law Center, LL.M., Securities and\n Financial Regulation, With Distinction (2011)\n \u2022 American University Washington College of Law, J.D. (2010)\n \u2022 The George Washington University, B.B.A., concentrations in\n Finance and International Business (2003)\n\n ADMISSIONS\n\n \u2022 Maryland (2011)\n \u2022 District of Columbia (2014)\n \u2022 United States District Court for the District of Colorado (2015)\n \u2022 United States Court of Appeals for the Tenth Circuit (2016)\n \u2022 United States District Court for the Eastern District of\n Wisconsin (2017)\n \u2022 United States Court of Appeals for the Third Circuit (2018)\n \u2022 United States Court of Appeals for the Ninth Circuit (2020)\n\n\n\n\n 72\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 74 of 80\n\n\n\n\nMELISSA MEYER\nAssociate\n Melissa Meyer is an Associate with the Firm\u2019s New York Office focusing on federal\n securities litigation. Ms. Meyer previously worked as a paralegal for the New York\n office while attending law school.\n\n EDUCATION\n\n \u2022 New York Law School, J.D., Dean\u2019s Scholar Award, member of the\n Dean\u2019s Leadership Council (2018)\n \u2022 John Jay College of Criminal Justice, B.A. (2013), magna cum\n laude\n\n ADMISSIONS\n\n \u2022 New York (2019)\n \u2022 United States District Court for the Southern District of New\n York (2020)\n\n\n\n\n 73\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 75 of 80\n\n\n\n\nCINAR ONEY\nAssociate\n Cinar Oney is an Associate in Levi & Korsinsky\u2019s New York office. His practice\n focuses on investigation and analysis of various forms of corporate misconduct,\n including excessive compensation, insider trading, unfair self-dealing, and\n corporate waste. He develops litigation strategies through which shareholders\n can pursue recoveries.\n\n Prior to joining Levi & Korsinsky, Mr. Oney practiced with top firms in Turkey,\n where he represented shareholders, corporations, and governmental entities in\n commercial disputes and transactional matters.\n\n\n\n\nPUBLICATIONS ADMISSIONS\n\n\u2022 FinTech Industrial Banks and Beyond: How Banking Innovations \u2022 New York (2020)\nAffect the Federal Safety Net, 23 FORDHAM J. CORP. & FIN. L. 541\n(2018)\n\nEDUCATION\n\n\u2022 Fordham University School of Law, J.D. (2019)\n\u2022 International University College of Turin, LL.M. (2014)\n\u2022 Istanbul University Faculty of Law, Undergraduate Degree in Law\n(2011)\n\n\n\n\n 74\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 76 of 80\n\n\n\n\nAARON PARNAS\nAssociate\n Aaron Parnas is an Associate in the firm\u2019s Washington, D.C. office. Prior to joining\n Levi & Korsinsky, Aaron served as a law clerk for the Honorable Sheri Polster\n Chappell in the United States District Court for the Middle District of Florida.\n While in law school, Aaron was a student attorney for the Criminal Appeals and\n Post-Conviction Series Clinic along with the Vaccine Injury Litigation Clinic, where\n he litigated matters in front of the Maryland Court of Special Appeals and the\n Court of Federal Claims. respectively. As a result of his successes, Aaron was\n named the top advocate in his graduating class and received the Graduation\n Award for Excellence in Pre-Trial and Trial Advocacy.\n\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022The George Washington University Law School, with Honors \u2022 Florida (2020)\n(2020), where he served as the Managing Editor, Vol. 52 of The \u2022 United States District Court for the Southern District of Florida\nGeorge Washington International Law Review (2021)\n\u2022 Florida Atlantic University, BA, Political Science and Criminal \u2022 District of Columbia (pending)*\nJustice, with Honors (2017)\n *Pending admission to the D.C. bar, practicing under the\n supervision of a D.C. licensed attorney\n\n\n\n\n 75\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 77 of 80\n\n\n\n\nMICHAEL POLLACK\nAssociate\n Michael Neal Pollack is an Associate in Levi & Korsinsky\u2019s New York Office in the\n Consumer Litigation and Mass Arbitration Practice Group. His practice focuses\n on protecting consumer privacy rights as well as prosecuting false advertising\n claims.\n\n Michael served as a judicial extern in the Chambers of the Honorable Gerald\n Lebovits of the Supreme Court of the State of New York. Michael has experience\n in plaintiff side Employment litigation and in Trust and Estates litigation. He\n also worked to protect tenants facing evictions and in the New Jersey Attorney\n General\u2019s office doing appellate work in family law.\n\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022 Fordham University School of Law, J.D. (2024), Online Editor of \u2022 New York (2025)\nFordham Environmental Law Review, Archibald R. Murray Public\nService Award (magna cum laude), Francis J. Mulderig Award\n\u2022 University of Maryland, College Park, B.A., (2020) Honors in\nPhilosophy\n\n\n\n\n 76\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 78 of 80\n\n\n\n\nP. COLE VON RICHTHOFEN\nAssociate\n P. Cole von Richthofen is an Associate in Levi & Korsinsky\u2019s Connecticut office. As\n a law student, he interned with the honorable Judge Thomas Farrish in the District\n of Connecticut\u2019s Hartford courthouse with an emphasis on settlements. He has\n also interned with the Office of the Attorney General for the State of Connecticut\n in the Employment Rights Division. While attending law school, Cole served as an\n Executive Editor of the Connecticut Public Interest Law Journal and as a member\n of the Connecticut Moot Court Board.\n\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022 University of Connecticut School of Law, J.D. (2022) \u2022 Connecticut (2022)\n\u2022 University of Connecticut, B.S., Business & Marketing (2015) \u2022 United States District Court for the District of Connecticut\n (2024)\n\n\n\n\n 77\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 79 of 80\n\n\n\n\nALYSSA TOLENTINO\nAssociate\n Alyssa Tolentino is an Associate in Levi & Korsinsky\u2019s New York office where she\n works with the Consumer Litigation and Mass Arbitration Team. Alyssa received\n her Juris Doctorate degree from St. John\u2019s University School of Law, where she\n worked in the Economic Justice Clinic and served as Editor-in-Chief of the New\n York International Law Review.\n\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022 St. John\u2019s University School of Law, J.D. (2024), Editor-in-Chief of \u2022 New York (2024)\nNew York International Law Review\n\u2022 Seton Hall University, B.S., magna cum laude (2021)\n\n\n\n\n 78\n\f Our Attorneys Associates\n Case 1:22-cv-03088-RA-GS Document 131-8 Filed 03/07/25 Page 80 of 80\n\n\n\n\nMAX WEISS\nAssociate\n Max Weiss focuses his practice on investor protection and securities fraud\n litigation. He is proficient in litigation, legal research, motion practice, case\n evaluation and settlement negotiation. Prior to joining the firm, Max practiced in\n the general liability area and has extensive experience litigating high-exposure\n personal injury claims in New York State and federal trial and appellate courts.\n While in law school, Max gained experience helping pro se debtors prepare and\n file Chapter 7 and Chapter 13 petitions with the New York Legal Assistance Group\n (NYLAG) Bankruptcy Project and served as an intern to the Honorable Sean Lane\n of the Southern District of New York Bankruptcy Court. Max currently serves on\n the Securities Litigation Committee for the New York City Bar Association as an\n affiliate member helping shape law and public policy.\n\n\n\n\nEDUCATION ADMISSIONS\n\n\u2022 St. John\u2019s School of Law, J.D. (2018), where he served as the \u2022 New York (2019)\nSenior Executive Editor of the Journal of Civil Rights & Economic \u2022 United States District Court for the Southern District of New\nDevelopment York (2019)\n\u2022 Colgate University, B.A., Political Science (2011) \u2022 United States District Court for the Eastern District of New\n York (2019)\n\n\n\n\n 79\n\f","ocr_status":1,"date_upload":"2026-06-24T22:16:59.460092-07:00","document_number":"131","attachment_number":8,"pacer_doc_id":"127037111777","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 5-A - Levi & Korsinsky Firm Resume","acms_document_guid":""}],"date_created":"2025-03-07T19:09:59.796037-08:00","date_modified":"2025-09-26T11:28:09.988878-07:00","date_filed":"2025-03-07","time_filed":"21:41:54","entry_number":131,"recap_sequence_number":"2025-03-07.005","pacer_sequence_number":477,"description":"DECLARATION of Jonathan Stern in Support re: 129 MOTION for Attorney Fees ., 127 MOTION for Settlement Final Approval.. Document filed by Allegheny County Employees Retirement System. (Attachments: # 1 Exhibit 1 - Declaration of Greg A. Danilow, # 2 Exhibit 2 - Declaration of Sarah Evans, # 3 Exhibit 3 - Declaration of Walter Szymanski, # 4 Exhibit 4 - Declaration of Jonathan Stern, # 5 Exhibit 4-A - The Rosen Law Firm Biography, # 6 Exhibit 4-B - Attorney Hour Compendium, # 7 Exhibit 5 - Declaration of Shannon L. Hopkins, # 8 Exhibit 5-A - Levi & Korsinsky Firm Resume).(Stern, Jonathan) (Entered: 03/07/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/413878242/","id":413878242,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/427490924/","id":427490924,"tags":[],"absolute_url":"/docket/63237038/126/winter-v-stronghold-digital-mining-inc/","date_created":"2025-01-17T09:10:24.106874-08:00","date_modified":"2025-09-26T11:28:09.714154-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"126","attachment_number":null,"pacer_doc_id":"127036818667","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Appearance","acms_document_guid":""}],"date_created":"2025-01-17T09:10:24.097350-08:00","date_modified":"2025-09-26T11:28:09.689739-07:00","date_filed":"2025-01-17","time_filed":"12:02:10","entry_number":126,"recap_sequence_number":"2025-01-17.001","pacer_sequence_number":462,"description":"NOTICE OF APPEARANCE by Amanda Beth Grannis on behalf of Stronghold Digital Mining, Inc., Gregory A. Beard, William B. Spence..(Grannis, Amanda) (Entered: 01/17/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/413028322/","id":413028322,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/426585405/","id":426585405,"tags":[],"absolute_url":"","date_created":"2025-01-09T01:06:38.357860-08:00","date_modified":"2025-09-26T11:28:09.668594-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-01-09T01:06:38.348717-08:00","date_modified":"2025-09-26T11:28:09.643886-07:00","date_filed":"2024-12-16","time_filed":null,"entry_number":null,"recap_sequence_number":"2024-12-16.002","pacer_sequence_number":null,"description":"Set/Reset Deadlines: ( Motions due by 3/7/2025., Responses due by 3/21/2025, Replies due by 4/4/2025.), Set/Reset Hearings:( Settlement Conference set for 4/11/2025 at 03:00 PM before Judge Ronnie Abrams.) (ks)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/413028321/","id":413028321,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/426585404/","id":426585404,"tags":[],"absolute_url":"/docket/63237038/118/winter-v-stronghold-digital-mining-inc/","date_created":"2025-01-09T01:06:38.141606-08:00","date_modified":"2025-09-26T11:28:09.135846-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"118","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-01-09T01:06:38.126638-08:00","date_modified":"2025-09-26T11:28:09.109482-07:00","date_filed":"2024-11-01","time_filed":null,"entry_number":118,"recap_sequence_number":"2024-11-01.003","pacer_sequence_number":null,"description":"ORDER granting 117 Letter Motion for Extension of Time. Defendants deadline for opposing Lead Plaintiffs motion for class certification is extended to November 8, 2024. SO ORDERED (HEREBY ORDERED by Magistrate Judge Gary Stein)(Text Only Order) (ta) (Entered: 11/01/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/413028320/","id":413028320,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/426585403/","id":426585403,"tags":[],"absolute_url":"/docket/63237038/115/winter-v-stronghold-digital-mining-inc/","date_created":"2025-01-09T01:06:38.052978-08:00","date_modified":"2025-09-26T11:28:08.757294-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"115","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-01-09T01:06:38.038439-08:00","date_modified":"2025-09-26T11:28:08.731262-07:00","date_filed":"2024-10-28","time_filed":null,"entry_number":115,"recap_sequence_number":"2024-10-28.002","pacer_sequence_number":null,"description":"ORDER granting 114 Letter Motion for Extension of Time. Application granted. Defendants' deadline for opposing Lead Plaintiff's motion for class certification is extended to November 1, 2024. (HEREBY ORDERED by Magistrate Judge Gary Stein)(Text Only Order) (Stein, Gary) (Entered: 10/28/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/413028319/","id":413028319,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/63237038/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/426585402/","id":426585402,"tags":[],"absolute_url":"","date_created":"2025-01-09T01:06:37.997909-08:00","date_modified":"2025-09-26T11:28:08.588073-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2025-01-09T01:06:37.989093-08:00","date_modified":"2025-09-26T11:28:08.556167-07:00","date_filed":"2024-10-22","time_filed":null,"entry_number":null,"recap_sequence_number":"2024-10-22.002","pacer_sequence_number":null,"description":"Set/Reset Deadlines: Responses due by 10/28/2024. (mml)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=63237038&page_size=40"}