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Selna: The Court will sign the proposed distribution order. Order to follow. Court Reporter: Sharon Seffens. Attorneys for Plaintiff: Casey Sadler; Attorneys for Defendant: Trevor Garmey. Courtroom Deputy: Elsa Vargas; Time in Court: 00:01. THERE IS NO PDF DOCUMENT ASSOCIATED WITH THIS ENTRY. 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SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n 11 Individually and On Behalf of All\n Others Similarly Situated, CLASS DISTRIBUTION ORDER\n 12 [98]\n 13 Plaintiff,\n Date: December 16, 2024\n 14 v. Time: 1:30 p.m.\n 15 Crtm: 10C\n CHAMPIGNON BRANDS INC., Judge: James V. Selna\n 16 GARETH BIRDSALL, and\n\n 17 MATTHEW FISH,\n\n 18\n Defendants.\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n CLASS DISTRIBUTION ORDER\n\fCase 2:21-cv-03120-JVS-KES Document 103 Filed 12/16/24 Page 2 of 5 Page ID\n #:2146\n\n\n\n 1 Having considered all materials and arguments submitted in support of Lead\n 2 Plaintiff\u2019s Unopposed Motion for Class Distribution Order (the \u201cMotion\u201d), including\n\n 3 the Memorandum of Law in Support of the Motion, the Declaration of Margery Craig\n\n 4 Concerning the Results of the Claims Administration Process (\u201cCraig Decl.\u201d), and the\n\n 5 Declaration of Sharon M. McGowan of the Public Justice Foundation,\n\n 6 NOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n 7 1. This Class Distribution Order incorporates by reference the definitions\n 8 in the Stipulation and Agreement of Settlement (ECF No. 65-1) (the \u201cStipulation\u201d).\n\n 9 All terms not otherwise defined shall have the same meaning as set forth in the\n\n 10 Stipulation or the Craig Declaration.\n\n 11 2. This Court has jurisdiction over the subject matter of the Action and over\n 12 all parties to the Action, including all Settlement Class Members.\n\n 13 3. As set forth in the Craig Declaration, the administrative determinations\n 14 of the Claims Administrator in accepting and rejecting Claims are approved.\n\n 15 Specifically, the administrative determinations of the Claims Administrator accepting\n\n 16 those Claims set forth in Exhibits C-1 and C-2 of the Craig Declaration are approved.\n\n 17 Likewise, the administrative determinations of the Claims Administrator rejecting\n\n 18 those Claims set forth in Exhibits D and E of the Craig Declaration are approved. For\n\n 19 the avoidance of doubt, claim number 782 is denied because the Claimant had a\n\n 20 market gain with respect to his, her, or its overall transactions in Braxia shares during\n\n 21 the Settlement Class Period. See, e.g., In re Cendant Corp. Sec. Litig., 454 F.3d 235,\n\n 22 246-47 (3d Cir. 2006) (upholding application of a \u201cnetting provision\u201d providing that\n\n 23 \u201call profits shall be subtracted from all losses on all transactions of CUC and Cendant\n\n 24 publicly-traded securities during the class period to determine the net claim of each\n\n 25 class member. If a class member made a net profit, the value of his, her or its claim\n\n 26 shall be zero.\u201d); In re Citigroup Inc. Sec. Litig., 2014 WL 7399039, at *2-4 (S.D.N.Y.\n\n 27 Dec. 29, 2014) (overruling objection based on objector\u2019s \u201caggregate gain\u201d from class\n\n 28 period transactions where plan of allocation provided: \u201c[t]o the extent an Authorized\n\n CLASS DISTRIBUTION ORDER\n 1\n\fCase 2:21-cv-03120-JVS-KES Document 103 Filed 12/16/24 Page 3 of 5 Page ID\n #:2147\n\n\n\n 1 Claimant had an aggregate gain from his, her or its transactions in Citigroup common\n\n 2 stock during the Class Period, the value of his, her or its total Recognized Loss will\n\n 3 be zero.\u201d).\n\n 4 4. As set forth in the Craig Declaration, no new Claims may be accepted\n 5 after August 30, 2024, and no further adjustments to submitted Claim may be made\n\n 6 for any reason after September 24, 2024.\n\n 7 5. The Court authorizes payment of $5,250 from the Settlement Fund to the\n 8 Claims Administrator for the fees and expenses to be incurred in connection with the\n\n 9 Initial Distribution and 2024 tax work, as described in the Craig Declaration.\n\n 10 6. The distribution plan for the Net Settlement Fund as set forth in the Craig\n 11 Declaration and accompanying exhibits is approved. The balance of the Net\n 12 Settlement Fund, after deducting the fees and expenses discussed in paragraph 5, shall\n\n 13 be distributed to Authorized Claimants. To encourage Authorized Claimants to\n 14 promptly deposit their payments, all distribution checks will bear a notation: \u201cCASH\n\n 15 PROMPTLY, VOID AND SUBJECT TO RE-DISTRIBUTION 180 DAYS AFTER\n\n 16 ISSUE DATE.\u201d Authorized Claimants who fail to cash, deposit, or negotiate a\n 17 distribution check within the time allotted or consistent with the terms outlined in\n\n 18 Paragraph 21.a.vi. of the Craig Declaration will irrevocably forfeit all recovery from\n\n 19 the Settlement.\n\n 20 7. After the Initial Distribution of the Net Settlement Fund, the Claims\n 21 Administrator shall make reasonable and diligent efforts to have Authorized\n\n 22 Claimants cash, deposit, or negotiate their distribution checks. To the extent any\n\n 23 monies remain in the fund six (6) months after the Initial Distribution, if Lead\n\n 24 Counsel, in consultation with the Claims Administrator, determines that it is cost-\n\n 25 effective to do so, the Claims Administrator shall conduct a redistribution of the funds\n\n 26 remaining after payment of, or reserve for, any unpaid fees and expenses incurred in\n\n 27 administering the Settlement, including for such redistribution, payment of any Taxes,\n\n 28 costs of preparing tax returns and escrow fees, to Authorized Claimants who have\n\n CLASS DISTRIBUTION ORDER\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 103 Filed 12/16/24 Page 4 of 5 Page ID\n #:2148\n\n\n\n 1 cashed their Initial Distributions and who would receive at least $10.00 from such\n\n 2 redistribution. Additional redistributions to Authorized Claimants who have cashed,\n\n 3 deposited, or negotiated their prior checks and who would receive at least $10.00 on\n\n 4 such additional redistributions may occur thereafter if Lead Counsel, in consultation\n\n 5 with the Claims Administrator, determines that additional redistributions, after the\n\n 6 deduction of any additional fees and expenses incurred in administering the\n\n 7 Settlement, including for such redistributions, would be cost-effective.\n\n 8 8. At such time as Lead Counsel, in consultation with the Claims\n 9 Administrator, determine that no additional distributions are cost-effective, then the\n\n 10 remaining funds will be donated to the Public Justice Foundation, a non-sectarian,\n\n 11 not-for-profit 501(c)(3) organization dedicated to, among other things, investor\n\n 12 education and advocacy.\n\n 13 9. All persons involved in the review, verification, calculation, tabulation,\n 14 or any other aspect of the processing of the claims submitted herein, or otherwise\n\n 15 involved in the administration or taxation of the Settlement Fund or the Net Settlement\n\n 16 Fund, are released and discharged from any and all claims arising out of such\n\n 17 involvement, and all Settlement Class Members and other Claimants, whether or not\n\n 18 they are to receive payment from the Net Settlement Fund, are barred from making\n\n 19 any further claim against the Net Settlement Fund, Lead Plaintiff, Lead Counsel,\n\n 20 Plaintiff\u2019s Counsel, the Claims Administrator, the Escrow Agent, or any other agent\n\n 21 retained by Lead Plaintiff or Lead Counsel in connection with the administration or\n\n 22 taxation of the Settlement Fund or the Net Settlement Fund, or any other person\n\n 23 released under the Settlement beyond the amounts allocated to them pursuant to the\n\n 24 terms of the Class Distribution Order, provided that such released persons acted in\n\n 25 accordance with the Stipulation, the Judgment, and this Order.\n\n 26 10. The Claims Administrator is authorized to destroy: (a) paper or hard\n 27 copies of the Claim Forms and supporting documents one year after any re-\n\n 28 distribution, if that occurs, or, if there is no re-distribution, two years after the Initial\n\n CLASS DISTRIBUTION ORDER\n 3\n\fCase 2:21-cv-03120-JVS-KES Document 103 Filed 12/16/24 Page 5 of 5 Page ID\n #:2149\n\n\n\n 1 Distribution; and (b) electronic copies of the same one year after the final distribution\n\n 2 of the Net Settlement Fund to Authorized Claimants.\n\n 3\n\n 4 SO ORDERED this 16th day of December 2024.\n 5\n\n 6\n\n 7\n\n 8 The Honorable James V. Selna\n 9 United States District Judge\n 10\n\n 11\n\n 12\n\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n CLASS DISTRIBUTION ORDER\n 4\n\f","ocr_status":2,"date_upload":"2026-04-20T23:48:37.378710-07:00","document_number":"103","attachment_number":null,"pacer_doc_id":"031043868622","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Disbursement of Funds","acms_document_guid":""}],"date_created":"2024-12-17T10:06:27.249526-08:00","date_modified":"2026-04-20T23:53:34.464161-07:00","date_filed":"2024-12-16","time_filed":null,"entry_number":103,"recap_sequence_number":"2024-12-16.002","pacer_sequence_number":351,"description":"CLASS DISTRIBUTION ORDER 98 by Judge James V. Selna: IT IS HEREBY ORDERED THAT: This Class Distribution Order incorporates by reference the definitions in the Stipulation and Agreement of Settlement (ECF No. 65-1) (the \"Stipulation\"). All terms not otherwise defined shall have the same meaning as set forth in the Stipulation or the Craig Declaration. [See document for details and deadlines.] (es) (Entered: 12/17/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/411222857/","id":411222857,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/424197709/","id":424197709,"tags":[],"absolute_url":"","date_created":"2024-12-16T14:31:36.033132-08:00","date_modified":"2024-12-16T14:31:36.036555-08:00","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":"Motion Hearing","acms_document_guid":""}],"date_created":"2024-12-16T14:31:36.024350-08:00","date_modified":"2024-12-16T14:31:36.024360-08:00","date_filed":"2024-12-16","time_filed":"14:12:35","entry_number":null,"recap_sequence_number":"2024-12-16.001","pacer_sequence_number":null,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/408238105/","id":408238105,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/420197726/","id":420197726,"tags":[],"absolute_url":"/docket/59811729/98/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2024-11-14T13:03:17.316848-08:00","date_modified":"2026-06-30T05:47:22.695202-07:00","sha1":"ca6ffb8604347c4fd085f923df66b3518cf0b6a5","page_count":4,"file_size":130330,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.98.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.98.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 98 Filed 11/14/24 Page 1 of 4 Page ID\n #:2050\n\n\n\n 1 Robert V. Prongay (SBN 270796)\n Casey E. Sadler (SBN 274241)\n 2\n GLANCY PRONGAY & MURRAY LLP\n 3 1925 Century Park East, Suite 2100\n Los Angeles, California 90067\n 4\n Telephone: (310) 201-9150\n 5 Facsimile: (310) 201-9160\n Email: rprongay@glancylaw.com\n 6\n Email: csadler@glancylaw.com\n 7\n Counsel for Lead Plaintiff Michael G.\n 8\n Quinn and Lead Counsel for the Class\n 9\n 10 UNITED STATES DISTRICT COURT\n 11 CENTRAL DISTRICT OF CALIFORNIA\n 12\n JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n 13 Individually and On Behalf of All\n Others Similarly Situated, LEAD PLAINTIFF\u2019S NOTICE OF\n 14\n UNOPPOSED MOTION AND\n 15 Plaintiff, MOTION FOR CLASS\n DISTRIBUTION ORDER\n 16\n v.\n 17 Date: December 16, 2024\n CHAMPIGNON BRANDS INC., Time: 1:30 p.m.\n 18\n GARETH BIRDSALL, and Crtm: 10C\n 19 MATTHEW FISH, Judge: James V. Selna\n 20\n Defendants.\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\fCase 2:21-cv-03120-JVS-KES Document 98 Filed 11/14/24 Page 2 of 4 Page ID\n #:2051\n\n\n\n 1 TO THE CLERK OF THE COURT AND ALL PARTIES AND THEIR\n 2 ATTORNEYS OF RECORD:\n 3 PLEASE TAKE NOTICE that on December 16, 2024, at 1:30 p.m., or as soon\n 4 thereafter as the matter can be before the Honorable James V. Selna, in Courtroom\n 5 10C of the United States District Court for the Central District of California, Ronald\n 6 Reagan Federal Building, 411 West 4th Street, Room 1053, Santa Ana, California\n 7 92701, Court-appointed lead plaintiff Michael G. Quinn (\u201cLead Plaintiff\u201d), will and\n 8 hereby does move this Court for entry of the [Proposed] Class Distribution Order,\n 9 which, among other things, will: (i) approve the Claims Administrator\u2019s\n 10 recommendations accepting and rejecting Claims submitted in the above-captioned\n 11 action (the \u201cAction\u201d); (ii) direct the distribution of the Net Settlement Fund to\n 12 Authorized Claimants whose Claims have been accepted as valid and approved by the\n 13 Court; and (iii) approve the Claims Administrator\u2019s fees and expenses incurred in\n 14 connection with the Action.\n 15 This Motion is based on this Notice of Motion, the following Memorandum of\n 16 Points and Authorities; the concurrently filed Declaration of Sharon M. McGowan of\n 17 the Public Justice Foundation; and the concurrently filed Declaration of Margery\n 18 Craig Concerning the Results of the Claims Administration Process, submitted on\n 19 behalf of the Court-approved Claims Administrator, Strategic Claims Services, and\n 20 the exhibits attached thereto.\n 21 Lead Counsel gave Defendants advance notice of this Motion, and counsel for\n 22 Defendants authorized Lead Counsel to represent that Defendants do not oppose the\n 23 proposed relief.\n 24 Because this Motion is unopposed, Lead Counsel respectfully submits that the\n 25 Motion may be decided without a hearing.\n 26\n 27\n 28\n\n 1\n\fCase 2:21-cv-03120-JVS-KES Document 98 Filed 11/14/24 Page 3 of 4 Page ID\n #:2052\n\n\n\n 1 DATED: November 14, 2024 GLANCY PRONGAY & MURRAY LLP\n 2 By: /s/ Casey E. Sadler\n 3 Robert V. Prongay\n Casey E. Sadler\n 4 1925 Century Park East, Suite 2100\n 5 Los Angeles, California 90067\n Telephone: (310) 201-9150\n 6 Facsimile: (310) 201-9160\n 7 csadler@glancylaw.com\n 8 Counsel for Plaintiff Michael G. Quinn and\n 9 Lead Counsel for the Class\n 10\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 98 Filed 11/14/24 Page 4 of 4 Page ID\n #:2053\n\n\n\n 1 PROOF OF SERVICE BY ELECTRONIC POSTING\n 2 I, the undersigned, say:\n 3 I am not a party to the above case and am over eighteen years old. On November\n 4 14, 2024, I served true and correct copies of the foregoing document, by posting the\n 5 document electronically to the ECF website of the United States District Court for the\n 6 Central District of California, for receipt electronically by the parties listed on the\n 7 Court\u2019s Service List.\n 8 I affirm under the penalty of perjury under the laws of the United States of\n 9 America that the foregoing is true and correct. Executed on November 14, 2024, at\n 10 Los Angeles, California.\n 11 /s/ Casey E. Sadler\n Casey E. Sadler\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\n 3\n\f","ocr_status":2,"date_upload":"2026-06-29T17:14:38.907566-07:00","document_number":"98","attachment_number":null,"pacer_doc_id":"031043659733","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Disbursement of Funds","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484511684/","id":484511684,"tags":[],"absolute_url":"/docket/59811729/98/1/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2026-06-29T17:14:29.476961-07:00","date_modified":"2026-06-30T05:30:03.628526-07:00","sha1":"ccfcc882790fa23b2a3a63ca91970ec062367585","page_count":5,"file_size":106765,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.98.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.98.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 98-1 Filed 11/14/24 Page 1 of 5 Page ID\n #:2054\n\n\n\n 1\n\n 2\n\n 3\n\n 4\n\n 5\n\n 6\n\n 7\n\n 8 UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n 9\n\n 10 JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n 11 Individually and On Behalf of All\n Others Similarly Situated, CLASS DISTRIBUTION ORDER\n 12\n\n 13 Plaintiff, Date: December 16, 2024\n Time: 1:30 p.m.\n 14 v. Crtm: 10C\n 15 Judge: James V. Selna\n CHAMPIGNON BRANDS INC.,\n 16 GARETH BIRDSALL, and\n\n 17 MATTHEW FISH,\n\n 18\n Defendants.\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n CLASS DISTRIBUTION ORDER\n\fCase 2:21-cv-03120-JVS-KES Document 98-1 Filed 11/14/24 Page 2 of 5 Page ID\n #:2055\n\n\n\n 1 Having considered all materials and arguments submitted in support of Lead\n 2 Plaintiff\u2019s Unopposed Motion for Class Distribution Order (the \u201cMotion\u201d),\n\n 3 including the Memorandum of Law in Support of the Motion, the Declaration of\n\n 4 Margery Craig Concerning the Results of the Claims Administration Process\n\n 5 (\u201cCraig Decl.\u201d), and the Declaration of Sharon M. McGowan of the Public Justice\n\n 6 Foundation,\n\n 7 NOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n 8 1. This Class Distribution Order incorporates by reference the definitions\n 9 in the Stipulation and Agreement of Settlement (ECF No. 65-1) (the \u201cStipulation\u201d).\n\n 10 All terms not otherwise defined shall have the same meaning as set forth in the\n\n 11 Stipulation or the Craig Declaration.\n\n 12 2. This Court has jurisdiction over the subject matter of the Action and\n 13 over all parties to the Action, including all Settlement Class Members.\n\n 14 3. As set forth in the Craig Declaration, the administrative determinations\n 15 of the Claims Administrator in accepting and rejecting Claims are approved.\n\n 16 Specifically, the administrative determinations of the Claims Administrator\n\n 17 accepting those Claims set forth in Exhibits C-1 and C-2 of the Craig Declaration\n\n 18 are approved. Likewise, the administrative determinations of the Claims\n 19 Administrator rejecting those Claims set forth in Exhibits D and E of the Craig\n\n 20 Declaration are approved. For the avoidance of doubt, claim number 782 is denied\n\n 21 because the Claimant had a market gain with respect to his, her, or its overall\n\n 22 transactions in Braxia shares during the Settlement Class Period. See, e.g., In re\n\n 23 Cendant Corp. Sec. Litig., 454 F.3d 235, 246-47 (3d Cir. 2006) (upholding\n\n 24 application of a \u201cnetting provision\u201d providing that \u201call profits shall be subtracted\n\n 25 from all losses on all transactions of CUC and Cendant publicly-traded securities\n\n 26 during the class period to determine the net claim of each class member. If a class\n\n 27 member made a net profit, the value of his, her or its claim shall be zero.\u201d); In re\n\n 28 Citigroup Inc. Sec. Litig., 2014 WL 7399039, at *2-4 (S.D.N.Y. Dec. 29, 2014)\n\n CLASS DISTRIBUTION ORDER\n 1\n\fCase 2:21-cv-03120-JVS-KES Document 98-1 Filed 11/14/24 Page 3 of 5 Page ID\n #:2056\n\n\n\n 1 (overruling objection based on objector\u2019s \u201caggregate gain\u201d from class period\n\n 2 transactions where plan of allocation provided: \u201c[t]o the extent an Authorized\n\n 3 Claimant had an aggregate gain from his, her or its transactions in Citigroup\n\n 4 common stock during the Class Period, the value of his, her or its total Recognized\n\n 5 Loss will be zero.\u201d).\n\n 6 4. As set forth in the Craig Declaration, no new Claims may be accepted\n 7 after August 30, 2024, and no further adjustments to submitted Claim may be made\n\n 8 for any reason after September 24, 2024.\n\n 9 5. The Court authorizes payment of $5,250 from the Settlement Fund to\n 10 the Claims Administrator for the fees and expenses to be incurred in connection\n\n 11 with the Initial Distribution and 2024 tax work, as described in the Craig\n\n 12 Declaration.\n\n 13 6. The distribution plan for the Net Settlement Fund as set forth in the\n 14 Craig Declaration and accompanying exhibits is approved. The balance of the Net\n\n 15 Settlement Fund, after deducting the fees and expenses discussed in paragraph 5,\n\n 16 shall be distributed to Authorized Claimants. To encourage Authorized Claimants\n\n 17 to promptly deposit their payments, all distribution checks will bear a notation:\n\n 18 \u201cCASH PROMPTLY, VOID AND SUBJECT TO RE-DISTRIBUTION 180 DAYS\n\n 19 AFTER ISSUE DATE.\u201d Authorized Claimants who fail to cash, deposit, or\n 20 negotiate a distribution check within the time allotted or consistent with the terms\n\n 21 outlined in Paragraph 21.a.vi. of the Craig Declaration will irrevocably forfeit all\n\n 22 recovery from the Settlement.\n\n 23 7. After the Initial Distribution of the Net Settlement Fund, the Claims\n 24 Administrator shall make reasonable and diligent efforts to have Authorized\n\n 25 Claimants cash, deposit, or negotiate their distribution checks. To the extent any\n\n 26 monies remain in the fund six (6) months after the Initial Distribution, if Lead\n\n 27 Counsel, in consultation with the Claims Administrator, determines that it is cost-\n\n 28 effective to do so, the Claims Administrator shall conduct a redistribution of the\n\n CLASS DISTRIBUTION ORDER\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 98-1 Filed 11/14/24 Page 4 of 5 Page ID\n #:2057\n\n\n\n 1 funds remaining after payment of, or reserve for, any unpaid fees and expenses\n\n 2 incurred in administering the Settlement, including for such redistribution, payment\n\n 3 of any Taxes, costs of preparing tax returns and escrow fees, to Authorized\n\n 4 Claimants who have cashed their Initial Distributions and who would receive at least\n\n 5 $10.00 from such redistribution. Additional redistributions to Authorized Claimants\n\n 6 who have cashed, deposited, or negotiated their prior checks and who would receive\n\n 7 at least $10.00 on such additional redistributions may occur thereafter if Lead\n\n 8 Counsel, in consultation with the Claims Administrator, determines that additional\n\n 9 redistributions, after the deduction of any additional fees and expenses incurred in\n\n 10 administering the Settlement, including for such redistributions, would be cost-\n\n 11 effective.\n\n 12 8. At such time as Lead Counsel, in consultation with the Claims\n 13 Administrator, determine that no additional distributions are cost-effective, then the\n\n 14 remaining funds will be donated to the Public Justice Foundation, a non-sectarian,\n\n 15 not-for-profit 501(c)(3) organization dedicated to, among other things, investor\n\n 16 education and advocacy.\n\n 17 9. All persons involved in the review, verification, calculation, tabulation,\n 18 or any other aspect of the processing of the claims submitted herein, or otherwise\n\n 19 involved in the administration or taxation of the Settlement Fund or the Net\n\n 20 Settlement Fund, are released and discharged from any and all claims arising out of\n\n 21 such involvement, and all Settlement Class Members and other Claimants, whether\n\n 22 or not they are to receive payment from the Net Settlement Fund, are barred from\n\n 23 making any further claim against the Net Settlement Fund, Lead Plaintiff, Lead\n\n 24 Counsel, Plaintiff\u2019s Counsel, the Claims Administrator, the Escrow Agent, or any\n\n 25 other agent retained by Lead Plaintiff or Lead Counsel in connection with the\n\n 26 administration or taxation of the Settlement Fund or the Net Settlement Fund, or any\n\n 27 other person released under the Settlement beyond the amounts allocated to them\n\n 28\n\n CLASS DISTRIBUTION ORDER\n 3\n\fCase 2:21-cv-03120-JVS-KES Document 98-1 Filed 11/14/24 Page 5 of 5 Page ID\n #:2058\n\n\n\n 1 pursuant to the terms of the Class Distribution Order, provided that such released\n\n 2 persons acted in accordance with the Stipulation, the Judgment, and this Order.\n\n 3 10. The Claims Administrator is authorized to destroy: (a) paper or hard\n 4 copies of the Claim Forms and supporting documents one year after any re-\n\n 5 distribution, if that occurs, or, if there is no re-distribution, two years after the Initial\n\n 6 Distribution; and (b) electronic copies of the same one year after the final\n\n 7 distribution of the Net Settlement Fund to Authorized Claimants.\n\n 8\n\n 9 SO ORDERED this ___ day of _____________ 2024.\n 10\n\n 11\n\n 12 The Honorable James V. Selna\n United States District Judge\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n CLASS DISTRIBUTION ORDER\n 4\n\f","ocr_status":2,"date_upload":"2026-06-29T17:15:00.577106-07:00","document_number":"98","attachment_number":1,"pacer_doc_id":"031043659734","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order","acms_document_guid":""}],"date_created":"2024-11-14T13:03:17.289418-08:00","date_modified":"2026-04-20T23:53:34.218691-07:00","date_filed":"2024-11-14","time_filed":"12:47:50","entry_number":98,"recap_sequence_number":"2024-11-14.001","pacer_sequence_number":338,"description":"NOTICE OF MOTION AND MOTION for Disbursement of Funds filed by Lead Plaintiff Michael G. Quinn. Motion set for hearing on 12/16/2024 at 01:30 PM before Judge James V. Selna. (Attachments: # 1 Proposed Order) (Sadler, Casey) (Entered: 11/14/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/408238061/","id":408238061,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/420197682/","id":420197682,"tags":[],"absolute_url":"/docket/59811729/99/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2024-11-14T13:03:16.534851-08:00","date_modified":"2026-06-30T05:30:00.128803-07:00","sha1":"208408015fd6044d0ea640079a64b1589fbfe44c","page_count":13,"file_size":211830,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.99.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.99.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 1 of 13 Page ID\n #:2059\n\n\n\n 1 Robert V. Prongay (SBN 270796)\n\n 2\n Casey E. Sadler (SBN 274241)\n GLANCY PRONGAY & MURRAY LLP\n 3 1925 Century Park East, Suite 2100\n 4 Los Angeles, California 90067\n Telephone: (310) 201-9150\n 5 Facsimile: (310) 201-9160\n 6 Email: rprongay@glancylaw.com\n Email: csadler@glancylaw.com\n 7\n\n 8 Counsel for Lead Plaintiff Michael G.\n Quinn and Lead Counsel for the Class\n 9\n\n 10 UNITED STATES DISTRICT COURT\n 11 CENTRAL DISTRICT OF CALIFORNIA\n\n 12\n\n 13\n JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n Individually and On Behalf of All\n 14 Others Similarly Situated, LEAD PLAINTIFF\u2019S\n 15\n MEMORANDUM OF LAW IN\n Plaintiff, SUPPORT OF UNOPPOSED\n 16 MOTION FOR CLASS\n 17\n v. DISTRIBUTION ORDER\n\n 18 CHAMPIGNON BRANDS INC., Date: December 16, 2024\n 19 GARETH BIRDSALL, and Time: 1:30 p.m.\n MATTHEW FISH, Crtm: 10C\n 20 Judge: James V. Selna\n 21 Defendants.\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 2 of 13 Page ID\n #:2060\n\n\n\n 1 I. PRELIMINARY STATEMENT\n 2 Court-appointed Lead Plaintiff Michael G. Quinn (\u201cLead Plaintiff\u201d) on behalf\n 3 of himself and the Settlement Class, respectfully submits this memorandum in\n\n 4 support of the Unopposed Motion for Class Distribution Order (the \u201cMotion\u201d). 1 The\n\n 5 proposed plan for distribution of the Net Settlement Fund is set forth in the\n\n 6 accompanying Declaration of Margery Craig Concerning the Results of the Claims\n\n 7 Administration Process (\u201cCraig Decl.\u201d or \u201cCraig Declaration\u201d), submitted on behalf\n\n 8 of the Court-approved Claims Administrator, Strategic Claims Services (\u201cSCS\u201d or\n\n 9 the \u201cClaims Administrator\u201d). See Craig Decl. \u00b6\u00b621(a)-(e).\n\n 10 II. BACKGROUND\n 11 On April 6, 2022, the Parties entered into the Stipulation, the terms of which\n 12 established a $1,000,000 Settlement Fund on behalf of the Settlement Class,\n\n 13 consisting of all persons and entities that purchased or acquired Braxia shares on the\n\n 14 OTC Market between March 27, 2020 and February 17, 2021, both dates inclusive.2\n\n 15 On November 4, 2022, the Court entered its Order Preliminarily Approving\n\n 16 Settlement and Providing for Notice (\u201cPreliminary Approval Order\u201d). ECF No. 88.\n\n 17 Pursuant to the Preliminary Approval Order, SCS: (i) either mailed a Postcard\n 18 Notice or sent an email containing a direct link to the Notice of (I) Pendency of\n\n 19\n 1\n Unless otherwise defined herein, all capitalized terms have the meanings set forth\n 20 in the Stipulation and Agreement of Settlement (ECF No. 65-1; the \u201cStipulation\u201d),\n\n 21 or the Craig Declaration.\n 2\n 22 Excluded from the Settlement Class are (a) persons who suffered no compensable\n losses; and (b) (i) Defendants; (ii) the legal representatives, heirs, successors,\n 23 assigns, and members of the immediate families of the Individual Defendants; (iii)\n 24 the parents, subsidiaries, assigns, successors, predecessors and affiliates of Braxia;\n (iv) any person who served as an Officer and/or director of Braxia during the\n 25 Settlement Class Period; (v) any entity in which any of the foregoing (i)-(iv)\n 26 excluded persons have or had a majority ownership interest during the Settlement\n Class Period; (c) any trust of which any Individual Defendant is the grantor or\n 27 settlor or which is for the benefit of any Individual Defendant and/or member(s) of\n 28 his or her immediate family; and (d) Defendants\u2019 liability insurance carriers.\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 1\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 3 of 13 Page ID\n #:2061\n\n\n\n 1 Class Action, Certification of the Settlement Class and Proposed Settlement; (II)\n\n 2 Settlement Hearing; and (III) Motion for an Award of Attorneys\u2019 Fees and\n\n 3 Reimbursement of Litigation Expenses, (the \u201cNotice\u201d) and Proof of Claim Form\n\n 4 (\u201cClaim Form\u201d) to 37,481 potential Settlement Class Members; (ii) published the\n\n 5 Summary Notice electronically over Globe Newswire (a national newswire service);\n\n 6 (iii) established a case-specific webpage on its website for the Settlement\n\n 7 (www.strategicclaims.net/Braxia/) dedicated to this Settlement; and (iv) set up a\n\n 8 toll-free helpline. See Craig Decl., \u00b65; see also ECF No. 89-4, \u00b610 (regarding\n 9 publication of the Summary Notice). The Settlement Website and helpline enabled\n\n 10 Settlement Class Members to obtain information about the Settlement, including\n\n 11 deadlines for requesting exclusion, objecting, and filing Claims, as well as provided\n\n 12 access to important documents relevant to the Settlement, including the Stipulation,\n\n 13 Notice, and Claim Form. See Settlement Website.\n\n 14 On February 2, 2023, the Court entered its Order Approving Plan of\n 15 Allocation of Net Settlement Fund. ECF No. 95. On March 2, 2023, the Court\n\n 16 entered the Judgment Approving Class Action Settlement. Among other things, the\n\n 17 Order granted final approval of the Settlement, and approved the Plan of Allocation.\n\n 18 ECF No. 97.\n\n 19 Lead Counsel now requests that the Court authorize the distribution of the Net\n 20 Settlement Fund (after payment of the Claims Administrator\u2019s expenses as discussed\n\n 21 below, and payment of, or reserve for, taxes, tax preparation fees and escrow fees)\n\n 22 to Authorized Claimants. See Stipulation, \u00b627 (\u201cLead Counsel will apply to the\n\n 23 Court, on notice to Defendants\u2019 Counsel, for a Class Distribution Order: (a)\n\n 24 approving the Claims Administrator\u2019s administrative determinations concerning the\n\n 25 acceptance and rejection of the Claims submitted; (b) approving payment of any\n\n 26 administration fees and expenses associated with the administration of the\n\n 27 Settlement from the Escrow Account; and (c) if the Effective Date has occurred,\n\n 28\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 4 of 13 Page ID\n #:2062\n\n\n\n 1 directing payment of the Net Settlement Fund to Authorized Claimants from the\n\n 2 Escrow Account.\u201d).\n\n 3 III. CLAIMS ADMINISTRATION\n 4 Pursuant to the Court-approved Notice, all Settlement Class Members\n 5 wishing to participate in the Settlement were required to submit Claim Forms by\n\n 6 mail or online, postmarked by, or received, no later than March 30, 2023. See ECF\n\n 7 No. 89-4, Ex. B (Notice) at p. 3. The Claims Administrator received and reviewed\n\n 8 all submitted Claims and, to the extent that a Claim was deficient, the Claims\n\n 9 Administrator notified the Claimant of the deficiency and advised the Claimant as to\n\n 10 possible ways to cure the deficiency. See Craig Decl., \u00b6\u00b68-15, 18-19.\n\n 11 Of the 1,094 Claim Forms received by the Claims Administrator, 917 were\n 12 paper Claim Forms or Claims submitted through the Settlement Website. Id., \u00b618.\n\n 13 The remaining 177 Claims were filed electronically (\u201cElectronic Claims\u201d).\n\n 14 Electronic Claims are typically banks, brokers, nominees, and other third-party filers\n\n 15 that file Claims on behalf of numerous Claimants (\u201cE-Claim Filers\u201d). Id. \u00b618 & n.3.\n\n 16 Because E-Claim Filers submit a high volume of Claims on behalf of multiple\n\n 17 Claimants, the Claims Administrator provides E-Claim Filers with the opportunity\n\n 18 to submit a master claim form and mail a computer disc or submit an electronic file\n\n 19 containing all the transactions of the Claimants on whose behalf the E-Claim Filer is\n\n 20 submitting a Claim\u2014rather than providing reams of paper requiring manual data\n\n 21 entry. Id. at n.3. This process is designed to expedite the claims process.\n\n 22 If a Claim was deficient or defective, the Claims Administrator sent a\n 23 Deficiency Notice to the Claimant, a sample of which is attached as Exhibit A to the\n\n 24 Craig Declaration. Id., \u00b6\u00b612-13, Ex. A. The Deficiency Notice advised the\n 25 Claimant that he, she, or it had twenty (20) days from the date of the Deficiency\n\n 26 Notice to submit additional information and/or documentary evidence to cure the\n\n 27 Claim, otherwise the Claims Administrator would recommend the Claim for\n\n 28 rejection. Id., \u00b612. Of the 917 paper and online Claims, the Claims Administrator\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 3\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 5 of 13 Page ID\n #:2063\n\n\n\n 1 sent Deficiency Notices for 128 Claims (or approximately 14%). Id., \u00b613.\n 2 Approximately 7 of the 177 Electronic Claims (or approximately 4%) were\n\n 3 incomplete or had one or more defects or conditions of ineligibility. The 7 deficient\n\n 4 Electronic Claims were filed by one unique nominee. SCS sent a Deficiency Notice\n\n 5 to the filer informing them of the 7 Electronic Claims that SCS determined to be\n\n 6 defective. Id.\n\n 7 The Claims Administrator worked diligently with Claimants to resolve\n 8 deficiencies where possible. Ultimately, as detailed in the Craig Declaration, after\n\n 9 the deficiency process was complete, the Claims Administrator determined that 193\n\n 10 Claims are acceptable and should receive a distribution. This number includes 170\n\n 11 timely and valid claims, and 23 Late But Otherwise Eligible Claims (addressed in\n\n 12 Section IV below). Craig Decl., \u00b6\u00b619.a. & Exs. C-1, C-2.\n\n 13 The Claims Administrator also determined that 901 Claims are not eligible\n 14 and should be rejected for the following reasons: (i) 397 are Claims with shares\n\n 15 purchased on a stock market other than the OTC market; (ii) 311 are Claims with\n\n 16 no Recognized Claim; (iii) 102 are Claims with inadequate documentation; (iv) 79\n\n 17 are Claims with shares purchased outside of Settlement Class Period; (v) nine are\n\n 18 Claims with shares not purchased or otherwise acquired, but that were received or\n\n 19 granted by gift, inheritance, or operation of law; (vi) one claim involves securities\n\n 20 other than Braxia common stock; (vii) one Claim is a duplicate claim; and (viii) one\n\n 21 Claim sold shares short. Id., \u00b6\u00b619.b. & c.; and Exs. D & E.\n\n 22 In sum, of the 1,094 Claim Forms submitted to SCS, 193 Claims are being\n 23 recommended for acceptance, and 901 are ineligible and being recommended for\n\n 24 rejection.\n\n 25 IV. LATE BUT OTHERWISE ELIGIBLE CLAIMS\n 26 The Claims Administrator continued to receive Claims after the March 30,\n 27 2023, claims filing deadline. There must, however, be a final cut-off date after\n 28 which no more Claims may be accepted so that a proportional distribution of the Net\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 4\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 6 of 13 Page ID\n #:2064\n\n\n\n 1 Settlement Fund may take place. See In re Gypsum Antitrust Cases, 565 F.2d 1123,\n\n 2 1127 (9th Cir. 1977) (\u201cThere is no question that in the distribution of a large class\n\n 3 settlement fund, \u2018a cutoff date is essential and at some point the matter must be\n\n 4 terminated.\u2019\u201d) (citation omitted); In re Orthopedic Bone Screw Prods. Liab. Litig.,\n\n 5 246 F.3d 315, 329 (3d Cir. 2001). Acceptance of additional Claims received during\n\n 6 the finalization of the administration process and the preparation of this Motion\n\n 7 would necessarily require a delay in the distribution. Accordingly, the Claims\n 8 Administrator imposed a cut-off date of August 30, 2024 . Craig Decl., \u00b621.e.\n\n 9 Of the 193 properly documented valid claims, 23 were received or\n 10 postmarked after the March 30, 2023 deadline, but before the Claim\u2019s\n 11 Administrator\u2019s imposed cut-off date of August 30, 2024 (\u201cLate But Otherwise\n\n 12 Eligible Claims\u201d). Craig Decl., \u00b619.a. Id., Ex. C-2. These 23 Late But Otherwise\n\n 13 Eligible Claims have been recommended for payment. Id. at 19.a. Lead Counsel\n\n 14 and the Claims Administrator believe that when the equities are balanced, it would\n\n 15 be unfair to prevent an otherwise valid Claim from participating in the distribution\n\n 16 of the Net Settlement Fund solely because it was submitted after the deadline to\n\n 17 submit Proofs of Claim, but while the Claims were still being processed. See In re\n\n 18 Gypsum, 565 F.2d at 1128 (district court has discretion to grant late claims); In re\n\n 19 Toyota Motor Corp. Sec. Litig., 2014 WL 12586787, at *1 (C.D. Cal. Aug. 4, 2014)\n\n 20 (accepting \u201cLate but Otherwise Eligible Claims\u201d); see also In re \u201cAgent Orange\u201d\n\n 21 Prod. Liab. Litig., 689 F. Supp. 1250, 1261-63 (E.D.N.Y. 1988) (court permitting\n\n 22 the qualifying late claimants and opt-out claimants to participate in the settlement\n\n 23 distribution because \u201c[t]he cost to the fund of admitting late claimants and\n\n 24 readmitting the opt-out claimants to the class action should be relatively small. No\n\n 25 significant administrative costs need be incurred to allow the late claims and opt-out\n\n 26 claims\u201d). Accordingly, it is respectfully requested that this Court approve Lead\n 27 Counsel\u2019s recommendation and permit the Claims Administrator to include the Late\n\n 28\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 5\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 7 of 13 Page ID\n #:2065\n\n\n\n 1 But Otherwise Eligible Claims in the Distribution Plan. See Craig Decl., 19.a., and\n\n 2 Ex. C-2.\n\n 3 Additionally, it is respectfully requested that the Court enter an Order\n 4 directing that no new Proofs of Claim may be accepted after August 30, 2024, and\n\n 5 no further adjustments to submitted Proofs of Claim may be made for any reason\n\n 6 after September 24, 2024. See Craig Decl., \u00b6\u00b620.e. \u201cDrawing a line is essential to\n\n 7 achieve certainty and finality in such a large class action.\u201d Hartman v. Powell, No.\n\n 8 00-5356, 2001 WL 410461, at *1 (D.C. Cir. Mar. 15, 2001); see also In re Citigroup\n\n 9 Inc. Sec. Litig., No. 09-MD-2070 (SHS), 2014 WL 7399039, at *4 (S.D.N.Y. Dec.\n\n 10 29, 2014) (quoting In re Gypsum, 565 F.2d at 1127).\n\n 11 V. THE COURT SHOULD REJECT THE ONE DISPUTED CLAIM\n 12 One Claimant (claim number 782) disputes SCS\u2019s determination of\n 13 ineligibility and has requested Court review of the rejection of its Claim for having\n\n 14 no Recognized Claim under the Court-approved Plan of Allocation. See Craig\n 15 Decl., \u00b619.c.i., Ex. G; see also ECF No. 95 (Order Approving Plan of Allocation of\n\n 16 Net Settlement Fund). As set forth in the Craig Declaration, the Claimant seeking\n\n 17 Court review had an overall market gain of $82.68 on the Claimant\u2019s transactions in\n\n 18 Braxia common stock. See Craig Decl., \u00b619.c.i. (showing calculations under the\n\n 19 Plan of Allocation resulted in an overall market gain). Under the Plan of Allocation,\n\n 20 which was set forth in the Notice, \u201c[t]o the extent a Claimant had a market gain with\n\n 21 respect to his, her, or its overall transactions in Braxia shares during the Settlement\n\n 22 Class Period, the value of the Claimant\u2019s Recognized Claim shall be zero.\u201d ECF\n\n 23 No. 89-4, Ex. B at \u00b661. Numerous courts have approved plans of allocation\n 24 including market gain (or netting) provisions. See, e.g., In re Cendant Corp. Sec.\n\n 25 Litig., 454 F.3d 235, 246-47 (3d Cir. 2006) (upholding application of a \u201cnetting\n\n 26 provision\u201d providing that \u201call profits shall be subtracted from all losses on all\n\n 27 transactions of CUC and Cendant publicly-traded securities during the class period\n\n 28 to determine the net claim of each class member. If a class member made a net\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 6\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 8 of 13 Page ID\n #:2066\n\n\n\n 1 profit, the value of his, her or its claim shall be zero.\u201d); In re Citigroup Inc. Sec.\n\n 2 Litig., 2014 WL 7399039, at *2-4 (S.D.N.Y. Dec. 29, 2014) (overruling objection\n\n 3 based on objector's \u201caggregate gain\u201d from class period transactions where plan of\n\n 4 allocation provided: \u201c[t]o the extent an Authorized Claimant had an aggregate gain\n\n 5 from his, her or its transactions in Citigroup common stock during the Class Period,\n\n 6 the value of his, her or its total Recognized Loss will be zero.\u201d).\n\n 7 Accordingly, the Court should affirm SCS\u2019s determination that the Claim\n 8 should be rejected.\n\n 9 VI. DISTRIBUTION OF NET SETTLEMENT FUND\n 10 Consistent with the terms of the Plan of Allocation and with the Court\u2019s\n 11 approval, the Claims Administrator will conduct an initial distribution of the Net\n\n 12 Settlement Fund to all Claimants on a pro rata basis whose distribution payments\n\n 13 calculates to $10.00 or more (the \u201cInitial Distribution\u201d). See Craig Decl., \u00b621.a.i-vi.\n\n 14 Based on the substantial experience of the Claims Administrator and Lead Counsel\n\n 15 in similar distributions, it can be expected that a certain number of the payments to\n\n 16 be distributed to Settlement Class Members who filed valid Claims will not be\n\n 17 cashed, deposited, or negotiated promptly. To encourage Authorized Claimants to\n\n 18 promptly cash, deposit, or negotiate their distributions and to avoid or reduce future\n\n 19 expenses relating to unpaid distributions, the Claims Administrator and Lead\n\n 20 Counsel propose that all the distribution checks bear a notation \u201cCASH\n\n 21 PROMPTLY, VOID AND SUBJECT TO RE-DISTRIBUTION 180 DAYS AFTER\n\n 22 ISSUE DATE.\u201d Id., \u00b621.a.v.\n\n 23 The Claims Administrator will make reasonable and diligent efforts to\n 24 encourage Authorized Claimants who are entitled to participate in the distribution of\n\n 25 the Net Settlement Fund to cash their distribution. However, if after nine (9) months\n\n 26 any funds remain in the Net Settlement Fund, by reason of uncashed checks or\n\n 27 otherwise, the Claims Administrator will conduct a second distribution (the \u201cSecond\n\n 28 Distribution\u201d) if Lead Counsel, in consultation with the Claims Administrator,\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 7\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 9 of 13 Page ID\n #:2067\n\n\n\n 1 determines that it is cost-effective to do so. Id., \u00b621.b. During the Second\n 2 Distribution, any amounts remaining in the Net Settlement Fund after the Initial\n\n 3 Distribution, after payment of Notice and Administration Expenses (including the\n\n 4 estimated costs of such Second Distribution), Taxes, and any escrow fees, will be\n\n 5 redistributed to all Authorized Claimants in the Initial Distribution who cashed their\n\n 6 distribution checks and would receive at least $10.00 from the Second Distribution.\n\n 7 Id. Following the Second Distribution, additional redistributions will occur\n 8 following the same process of the Second Distribution until no funds remain in the\n\n 9 Net Settlement Fund or until Lead Counsel, in consultation with the Claims\n\n 10 Administrator, determines that additional distributions are no longer economically\n\n 11 feasible. Id., \u00b621.c.\n\n 12 Finally, if any funds remain in the Net Settlement Fund after payment of any\n 13 further Notice and Administration Costs and Taxes, the remaining balance shall be\n\n 14 contributed to the Public Justice Foundation, a non-sectarian, not-for-profit\n\n 15 organization dedicated to, among other things, investor education and advocacy.\n\n 16 Craig Decl., \u00b621.d.; see Declaration of Sharon M. McGowan of the Public Justice\n\n 17 Foundation, \u00b6\u00b62-10; see also id., \u00b6\u00b611-12 (cases in which the Public Justice\n\n 18 Foundation received court approval as the cy pres beneficiary). The proposed Class\n\n 19 Distribution Order filed concurrently herewith confirms the Settlement\u2019s provisions\n\n 20 for such redistribution of any residue of the Net Settlement Fund.\n\n 21 VII. RELEASE OF CLAIMS\n\n 22 In order to allow the full and final distribution of the Net Settlement Fund, it\n 23 is necessary to bar any further claims against the Net Settlement Fund beyond the\n\n 24 amounts allocated to Authorized Claimants, and to provide that all persons involved\n\n 25 in the review, verification, calculation, tabulation, or any other aspect of the\n\n 26 processing of the Claims submitted herein, or otherwise involved in the\n\n 27 administration or taxation of the Settlement Fund or the Net Settlement Fund, be\n\n 28 released and discharged from any and all claims arising out of such involvement.\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 8\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 10 of 13 Page ID\n #:2068\n\n\n\n 1 Accordingly, Lead Plaintiff respectfully requests that the Court: (a) release\n 2 and discharge all persons involved in the review, verification, calculation,\n\n 3 tabulation, or any other aspect of the processing of the Claims submitted in\n\n 4 connection with the Settlement, or who are otherwise involved in the administration\n\n 5 or taxation of the Settlement Fund or the Net Settlement Fund, from any and all\n\n 6 claims arising out of that involvement; and (b) bar all Settlement Class Members\n\n 7 and other Claimants, whether or not they receive payment from the Net Settlement\n\n 8 Fund, from making any further claims against the Net Settlement Fund, Lead\n\n 9 Plaintiff, Lead Counsel, Plaintiff\u2019s Counsel, the Claims Administrator, the Escrow\n\n 10 Agent or any other agent retained by Lead Plaintiff or Lead Counsel in connection\n\n 11 with the administration or taxation of the Settlement Fund or the Net Settlement\n\n 12 Fund, or any other person released under the Settlement beyond the amounts\n\n 13 allocated to them pursuant to the terms of the Class Distribution Order, provided\n\n 14 that such released persons acted in accordance with the Stipulation, the Judgment,\n\n 15 and the Class Distribution Order.\n\n 16 Courts have repeatedly approved similar provisions in connection with the\n 17 distribution of settlement proceeds. See, e.g., Wilson v. LSB Indus., Inc., 2020 WL\n\n 18 5628039, at *2 (S.D.N.Y. Sept. 21, 2020) (\u201cAll persons involved in the review,\n\n 19 verification, calculation, tabulation, or any other aspect of the processing of the\n\n 20 claims submitted herein, or otherwise involved in the administration or taxation of\n\n 21 the Settlement Fund or the Net Settlement Fund, are released and discharged from\n\n 22 any and all claims arising out of such involvement, and all Settlement Class\n\n 23 Members, whether or not they are to receive payment from the Net Settlement Fund,\n\n 24 are barred from making any further claim against the Net Settlement Fund or the\n\n 25 released persons beyond the amount allocated to them pursuant to this Order.\u201d); see\n\n 26 also In re Nuvelo, Inc. Sec. Litig., 2012 WL 12920613, at *2 (N.D. Cal. July 16,\n\n 27 2012); In re Toyota Motor Corp. Sec. Litig., 2014 WL 12586787, at *3 (C.D. Cal.\n\n 28 Aug. 4, 2014); In re Medicis Pharm. Corp. Sec. Litig., 2013 WL 12149720, at *2\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 9\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 11 of 13 Page ID\n #:2069\n\n\n\n 1 (D. Ariz. Mar. 8, 2013).\n\n 2 VIII. THE COURT SHOULD APPROVE PAYMENT OF\n ADMINISTRATION RELATED FEES AND EXPENSES\n 3\n The cost of the administration of the Settlement through October 21, 2024,\n 4\n plus the cost of the Initial Distribution totals $104,230.58. Craig Decl., \u00b624. To\n 5\n date, the Claims Administrator has received payment of $98,980.58. Id. The\n 6\n estimate to conduct the Initial Distribution plus the 2024 tax work which will be\n 7\n reserved prior to the Initial Distribution, is $5,250. Id. Therefore, Lead Counsel\n 8\n respectfully requests that the Court authorize payment to the Claims Administrator\n 9\n from the Settlement Fund of $5,250.3 Id.\n 10\n IX. RECORDS RETENTION AND DESTRUCTION\n 11\n Lead Plaintiff respectfully requests that the Court order that: (a) in no less\n 12\n than one (1) year after the Second Distribution of the Net Settlement Fund, if that\n 13\n occurs, or, if there is no Second Distribution, two years after the Initial Distribution,\n 14\n the Claims Administrator may destroy the paper copies of the Claims and all\n 15\n supporting documentation; and (b) in no less than one (1) year after all funds have\n 16\n been distributed, the Claims Administrator may destroy the electronic copies of the\n 17\n Claims and all supporting documentation. Id., \u00b622.\n 18\n X. CONCLUSION\n 19\n For the above reasons, Lead Plaintiff respectfully requests that the Motion be\n 20\n granted.\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n 3\n If the anticipated fees and expenses to conduct the Initial Distribution are greater\n 27 than the actual cost to conduct the distribution, the excess will be returned to the\n\n 28 Settlement Fund. Craig Decl., \u00b624.\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 10\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 12 of 13 Page ID\n #:2070\n\n\n\n 1 DATED: November 14, 2024 GLANCY PRONGAY & MURRAY LLP\n 2\n By: /s/ Casey E. Sadler\n 3 Robert V. Prongay\n Casey E. Sadler\n 4\n 1925 Century Park East, Suite 2100\n 5 Los Angeles, California 90067\n Telephone: (310) 201-9150\n 6\n Facsimile: (310) 201-9160\n 7 csadler@glancylaw.com\n 8\n Counsel for Lead Plaintiff Michael G. Quinn\n 9 and Lead Counsel for the Class\n 10\n\n 11\n\n 12\n\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n MEMORANDUM IN SUPPORT OF MOTION FOR CLASS DISTRIBUTION ORDER\n 11\n\fCase 2:21-cv-03120-JVS-KES Document 99 Filed 11/14/24 Page 13 of 13 Page ID\n #:2071\n\n\n\n 1 PROOF OF SERVICE BY ELECTRONIC POSTING\n 2 I, the undersigned, say:\n 3 I am not a party to the above case and am over eighteen years old. On\n 4 Noember 14, 2024, I served true and correct copies of the foregoing document, by\n\n 5 posting the document electronically to the ECF website of the United States District\n\n 6 Court for the Central District of California, for receipt electronically by the parties\n\n 7 listed on the Court\u2019s Service List.\n\n 8 I affirm under the penalty of perjury under the laws of the United States of\n 9 America that the foregoing is true and correct. Executed on November 14, 2024, at\n\n 10 Los Angeles, California.\n\n 11 /s/ Casey E. Sadler\n 12\n Casey E. Sadler\n\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\f","ocr_status":2,"date_upload":"2026-06-29T17:14:28.505828-07:00","document_number":"99","attachment_number":null,"pacer_doc_id":"031043659794","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memorandum in Support of Motion","acms_document_guid":""}],"date_created":"2024-11-14T13:03:16.524409-08:00","date_modified":"2026-04-20T23:53:34.270147-07:00","date_filed":"2024-11-14","time_filed":"12:49:41","entry_number":99,"recap_sequence_number":"2024-11-14.002","pacer_sequence_number":340,"description":"MEMORANDUM in Support of NOTICE OF MOTION AND MOTION for Disbursement of Funds 98 filed by Plaintiff Michael G. Quinn. (Sadler, Casey) (Entered: 11/14/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/408238008/","id":408238008,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/420197630/","id":420197630,"tags":[],"absolute_url":"/docket/59811729/100/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2024-11-14T13:03:15.632447-08:00","date_modified":"2026-06-30T06:41:53.595406-07:00","sha1":"78a29deab6ebbf56b974e31e1d9704d1ba1e5684","page_count":65,"file_size":10978838,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.100.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.100.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nbase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page1of65 Page ID\n\nJEFFREY N. SCHNEIDER,\nIndividually and On Behalf of All\n\n#:2072\n\nRobert V. Prongay (SBN 270796)\n\nCasey E. Sadler (SBN 274241)\n\nGLANCY PRONGAY & MURRAY LLP\n1925 Century Park East, Suite 2100\n\nLos Angeles, California 90067\n\nTelephone: (310) 201-9150\n\nFacsimile: (310) 201-9160\n\nEmail: rprongay@glancylaw.com\n\nEmail: csadler@glancylaw.com\n\nCounsel for Lead Plaintiff Michael G.\nQuinn and Lead Counsel for the Class\n\nUNITED STATES DISTRICT COURT\nCENTRAL DISTRICT OF CALIFORNIA\n\nCase No. 2:21-cv-03120-JVS-KES\n\nOthers Similarly Situated, DECLARATION OF MARGERY\nCRAIG CONCERNING THE\nPlaintiff, RESULTS OF THE CLAIMS\nADMINISTRATION PROCESS\nV.\nJudge: Hon. James V. Selna\nCHAMPIGNON BRANDS INC.,\nGARETH BIRDSALL, and\nMATTHEW FISH,\nDefendants.\n\nDECLARATION OF MARGERY CRAIG\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nbase 2:21-cv-03120-JVS-KES Document100 Filed 11/14/24 Page2of65 Page ID\n\n#:2073\n\nI, Margery Craig, declare as follows:\n\n1. Iam a Project Manager of Strategic Claims Services (\u201cSCS\u201d), a nationally\nrecognized class action administration firm.! Iam over 21 years of age and am not a\nparty to the above captioned action (the \u201cAction\u201d). I have personal knowledge of the\nfacts set forth in this declaration and, if called as a witness, could and would testify\ncompetently thereto.\n\n2. Pursuant to the Court\u2019s November 4, 2022, Order Preliminarily\nApproving Settlement and Providing for Notice (ECF No. 88) (the \u201cPreliminary\nApproval Order\u201d), SCS was retained to serve as the Claims Administrator in\nconnection with the Settlement of the Action. The Court entered the Judgment\nApproving Class Action Settlement on March 2, 2023 (ECF No. 96) (the \u201cFinal\nApproval Order\u201d), granting final approval of the Settlement; and (b) the Order\nApproving Plan of Allocation of Net Settlement Fund (ECF No. 95) (the \u201cPlan of\nAllocation Order\u201d). Pursuant to the Settlement, $1,000,000.00 in cash was deposited\ninto an interest-bearing escrow account for the Settlement Class\u2019s benefit. The\nEffective Date of the Settlement has occurred, and the Net Settlement Fund may be\ndistributed to Authorized Claimants pursuant to Order of this Court. See Stipulation,\n4910, 27, 32.\n\n3, SCS has completed processing all Claim Forms (hereinafter referred to as\n\n\u201cclaims\u2019\u201d) received through August 30, 2024,? in accordance with the terms of the\n\n' All capitalized terms used herein that are not otherwise defined have the meanings\nascribed to them in the Stipulation and Agreement of Settlement, dated April 6, 2022\n(ECF No. 65-1) (the \u201cStipulation\u2019\u201d).\n\n? Claims are often received after the claims filing deadline. However, in order to\neffectuate the Plan of Allocation, which provides for a pro rata distribution, and to\nefficiently process the claims, there must be a final cut-off date. Through August 30,\n2024, SCS has received 89 claims that were postmarked after the March 30, 2023,\nclaim submission deadline established by the Court.\n\nDECLARATION OF MARGERY CRAIG\n1\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nbase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page3of65 Page ID\n\n#:2074\n\nStipulation and the Court-approved Plan of Allocation set forth in the Notice, and\nhereby submits its administrative determinations accepting and rejecting the claims in\npreparation for a distribution of the Net Settlement Fund to Authorized Claimants. SCS\nalso presents this declaration in support of Lead Plaintiff\u2019s Unopposed Motion for\nClass Distribution Order.\n\nUPDATE ON THE NOTIFICATION PROCESS\n\n4. As more fully described in the Declaration of Margery Craig Concerning:\n(A) Mailing of the Postcard Notice; (B) Publication of the Summary Notice; and (C)\nReport on Requests for Exclusion and Objections, dated January 20, 2023 (ECF No.\n89-4) (the \u201cInitial Mailing Declaration\u2019), SCS mailed or emailed 1,753 letters to the\nNominee Account Holders and Institutional Groups contained on SCS\u2019s master\nmailing list. See Initial Mailing Decl. at 95.\n\n5. As noted in the Supplemental Declaration of Margery Craig Concerning:\n(A) Mailing of the Postcard Notice; and (B) Report on Requests for Exclusion and\nObjections, dated February 16, 2023 (ECF No. 92-1) (the \u201cSupplemental Mailing\nDeclaration\u201d), 37,481 potential Settlement Class Members were either mailed a\nPostcard Notice or sent an email containing a direct link to the Notice and Claim Form.\nSee Supplemental Mailing Decl. at 94. Since the execution of the Supplemental\nMailing Declaration, no additional Postcard Notices have been requested or emails sent\ncontaining a direct link to the Notice and Claim Form.\n\n6. The Initial and Supplemental Mailing Declarations noted that SCS\nmaintains a toll-free telephone helpline (1-866-274-4004) for Settlement Class\nMembers to call and obtain information about the Settlement. SCS also established a\nwebpage on its website for the Settlement, www.strategicclaims.net/Braxia/, on\nNovember 18, 2022. See Initial Mailing Decl. at 911-12; Suppl. Mailing Decl. at 795-\n6. SCS continues to maintain the webpage and update it as required. To date, the\n\nwebpage has received 23,725 pageviews from 3,663 unique users.\n\nDECLARATION OF MARGERY CRAIG\n2\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nbase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page4of65 Page ID\n\n#:2075\n\n7. In accordance with Paragraph 7(d) of the Preliminary Approval Order, on\nDecember 14, 2022, SCS caused the Summary Notice to be transmitted once over\nGlobe Newswire. See Initial Mailing Decl. at 10.\n\nCLAIMS PROCESSING PROCEDURES\n\n8. Under the terms of the Preliminary Approval Order and as set forth in the\nNotice, each Settlement Class Member who wished to be eligible to receive a\ndistribution from the Net Settlement Fund was required to complete and submit to SCS\na properly executed Claim Form postmarked or submitted online by March 30, 2023,\ntogether with adequate supporting documentation form the transactions and holdings\nreported in the claim.\n\n9. In preparation for receiving and processing claims, SCS: (a) conferred\nwith Lead Counsel to define the guidelines for processing claims; (b) created a unique\ndatabase to store claim details, claim images, and supporting documentation (the\n\u201cSettlement Database\u201d); (c) trained staff on the Court-approved Plan of Allocation\nspecifics so that claims would be properly processed; (d) formulated a system to\nproperly respond to telephone and email inquiries; (e) developed various computer\nprograms and screens for entering Settlement Class Members\u2019 identifying information\nand transaction data; and (f) developed a proprietary \u201ccalculation module\u201d that\ncalculated each Settlement Class Member\u2019s Recognized Losses pursuant to the Court-\napproved Plan of Allocation stated in the Notice.\n\n10. Each claim was assigned a unique claim number. Once scanned, the\ninformation from each claim (including the Claimant\u2019s name, address, account\nnumber/information from his, her, or its supporting documentation, and the Claimant\u2019s\npurchase/acquisition transactions, sale transactions, and holdings listed on the claim)\nwas entered into Settlement Database. Once entered into the Settlement Database,\nclaims were reviewed to verify that all required information had been provided. The\n\ndocumentation provided by the Claimant in support of his, her, or its claim was\n\nDECLARATION OF MARGERY CRAIG\n3\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nbase 2:21-cv-03120-JVS-KES Document100 Filed 11/14/24 Page5of65 Page ID\n\n#:2076\n\nreviewed for authenticity and compared to the information provided in the claim to\nverify the Claimant\u2019s identity and the purchase/acquisition transactions, sale\ntransactions, and holdings listed on the claim.\n\n11. To process transactions detailed in the claims, SCS utilizes the Settlement\nDatabase to classify whether a claim was deficient, partially accepted, or ineligible to\nparticipate in the Settlement. For example, where a claim was submitted by a Claimant\nwho did not have any eligible transactions in Champignon Brands Inc. n/k/a Braxia\nScientific Corp. (\u201cBraxia\u2019\u201d) common stock during the Settlement Class Period (e.g., the\nClaimant purchased Braxia common stock after the Settlement Class Period), that\nclaim would be classified in our system as ineligible with the reason such as\n\u201cPurchased Out\u201d of the Settlement Class Period.\n\n12. If claims were determined to be defective, a deficiency notice\n(\u201cDeficiency Notice\u201d) was sent to Claimants describing the defect(s) in the claims and\nwhat was necessary to cure the defect(s) in these claims. The Deficiency Notice\nadvised Claimants that submission of appropriate information and/or documentary\nevidence to complete the claim had to be sent within twenty (20) calendar days from\nthe date of the Deficiency Notice or the claim would be recommended for rejection to\nthe extent that the deficiency or condition of ineligibility was not cured.\n\n13. Of the 917 paper and online claims submitted, SCS sent Deficiency\nNotices to a total of 128 Claimants (i.e., approximately 14%) whose claims SCS\ndetermined to be defective. Approximately 7 of the 177 electronically filed claims\n\n(\u201cElectronic claims\u201d) (i.e., (approximately 4%) were incomplete or had one or more\n\n> Electronic claim filers are typically banks, nominees, and other third-party filers who\nfile claims on behalf of numerous Claimants and may have hundreds or thousands of\ntransactions during the Settlement Class Period. Rather than provide reams of paper\nrequiring data entry, Electronic claim filers are given the opportunity to submit a\nmaster claim form and an electronic file containing all the transactions of the\nClaimants on whose behalf the Electronic claim filer is submitting a claim. Electronic\n\nDECLARATION OF MARGERY CRAIG\n4\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nbase 2:21-cv-03120-JVS-KES Document100 Filed 11/14/24 Page6of65 Page ID\n\n#:2077\n\ndefects or conditions of ineligibility. These 7 deficient Electronic claims were filed by\none unique nominee. SCS sent a Deficiency Notice to the filer informing them of the\n7 Electronic claims that SCS determined to be defective. An example of a Deficiency\nNotice is attached to this declaration as Exhibit A.\n\n14. Claimants\u2019 responses to Deficiency Notices were scanned and associated\nwith the corresponding claims for the case. The responses were then carefully\nreviewed and evaluated by SCS\u2019s team of processors. If a Claimant\u2019s response\ncorrected the defect(s), SCS updated the Settlement Database through the calculation\nprogram to reflect the changes 1n the claim\u2019s status.\n\n15. SCS sent a rejection notice to those that did not respond to the Deficiency\nNotice or responded with inadequate documentation. The Rejection Notice advised\nClaimants that submission of appropriate information and/or documentary evidence to\ncomplete the claim had to be sent within twenty (20) calendar days from the date of\nthe Rejection Notice and that to contest these administrative determinations, they were\nrequired to submit written statements to SCS requesting Court review of their claims\nand setting forth the basis for such requests. As discussed below, one Claimant has\nrequested Court review of SCS\u2019s recommendation that the Court reject the claim. See,\ninfra, paragraphs 19.c.1. and 20.\n\nQUALITY ASSURANCE\n\n16. An integral part of the claim\u2019s administration process is the quality\nassurance review. Throughout the administration process, SCS\u2019s personnel worked to\nverify that claims were processed properly by ensuring that information was entered\ncorrectly into the database, deficiency and/or rejection reasons were accurately\n\nassigned, and deficiency and/or rejection notification letters were sent appropriately.\n\nclaim filers either mail a computer disc or electronically submit a file to SCS so that\nSCS may electronically upload all transactions to the Settlement Database developed\nfor this case.\n\nDECLARATION OF MARGERY CRAIG\n5\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nbase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 7of65 Page ID\n\n#:2078\n\nAfter all claims were processed, deficiency and/or rejection letters were mailed, and\nClaimant\u2019s responses to the deficiency and/or rejection letters were reviewed and\nprocessed, SCS personnel performed additional quality assurance reviews. These final\nquality assurance reviews further ensured the correctness and completeness of all\nclaims processed prior to preparing this declaration and all SCS final documents in\nsupport of distribution of the Net Settlement Fund. As part of the quality assurance\nreview, SCS:\n\na. Performed a review of the claims submitted for duplicate claims\nbased on social security number, tax identification number, and/or account\nnumber and made sure duplicate claims were rejected;\n\nb. Performed a secondary review of all large valid claims and the\nlarge majority of all other valid claims;\n\nC. Verified that persons and entities excluded from the Settlement\nClass by definition did not submit claims and if they did, their claims were\nrejected upon review;\n\nd. Performed a secondary review of rejected/ineligible claims; and\n\ne. Reviewed and resolved any transactions where trading prices on\nthe claim forms were not within daily price ranges.\n\n17. As part of its due diligence in processing the Claims, SCS reviewed and\ncompared the entire database for the Settlement against the \u201cwatch list\u201d of known\nquestionable filers that SCS has developed throughout its years of experiences as a\nClaims Administrator. SCS has worked closely with law enforcement agencies to\nupdate that watch list with the latest available information. SCS performs searches\nbased on names, aliases, and social security/tax identification numbers. In addition,\nSCS\u2019s claim processors are trained to identify any potentially inauthentic\ndocumentation when processing claims, including claims submitted by Claimants not\n\npreviously captured in the \u201cwatch list.\u201d Processors are instructed to update the\n\nDECLARATION OF MARGERY CRAIG\n6\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nbase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 8of65 Page ID\n\n#:2079\n\ndatabase on any claim that matches to a record on the \u201cwatch list\u201d and escalate them\nto management for review. SCS\u2019s fraud protection procedures identified no potentially\nfraudulent claimants.\n\nSTATUS OF CLAIMS SUBMITTED AND PROCESSED\n\n18. There have been a total of 1,094 claims submitted in connection with this\nSettlement.* Of the 1,094 claims, 30 were paper claims, 887 were filed through the\nonline filing component of the Settlement webpage, and 177 were filed electronically.\n\n19. SCS carefully reviewed, analyzed, and processed all of these claims, and\nresponded to all Claimant inquiries regarding the Action, the Settlement and the\nprocedures for filling out a Claim Form. SCS has also been in close contact with Lead\nCounsel to review the administration process. SCS\u2019s Report of Claims Administrator\nis annexed hereto as Exhibit B and described below. The annexed Report of Claims\nAdministrator sets forth the final status of claims submitted to SCS as follows:\n\na. PROPERLY DOCUMENTED CLAIMS: SCS identified 193\n\nproperly documented valid claims. These valid claims were calculated in the\nmanner set forth in the Court-approved Plan of Allocation, included in the\nNotice. Of the 193 properly documented valid claims, 170 were timely\nsubmitted, and 23 were submitted after the Court-imposed March 30, 2023\ndeadline and on or before August 30, 2024 (\u201cLate But Otherwise Valid\nClaims\u201d). Attached as Exhibit C-1 is a spreadsheet of the 170 properly\ndocumented, timely submitted claims, and Exhibit C-2 is a spreadsheet of the\n23 Late But Otherwise Valid Claims.\n\nb. INADEQUATELY DOCUMENTED CLAIMS: For a claim to\n\nhave proper supporting documentation, Claimants must have provided broker\n\n4 SCS has not processed any claims filed after August 30, 2024, or any responses to\nrejections received after September 24, 2024, due to extreme lateness and because\ntheir inclusion would have delayed the finalization of the administration.\n\nDECLARATION OF MARGERY CRAIG\n7\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nbase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page9of65 Page ID\n\n#:2080\n\nconfirmations or broker statements of holdings as of March 26, 2020 (.e., the\nday before the Settlement Class Period started) and May 18, 2021 (i.e., the\nend of the 90-day lookback period provided for under the Private Securities\nLitigation Reform Act of 1995), as well as broker statements or broker trade\nconfirmations of the transactions made on the OTC Market during the\nSettlement Class Period (i.e., March 27, 2020 through February 17, 2021,\ninclusive) and transactions made during the 90-day look-back period (i.e.,\nFebruary 18, 2021 to May 18, 2021, inclusive) (\u201cAdequate Documentation\u2019\u2019).\nSCS identified 135 inadequately documented claims. These claims either: (1)\ndid not provide any supporting documentation such as broker trade\nconfirmations or broker statements; (11) provided insufficient documentation\nsuch as an excel spreadsheet or individual lists of transactions/holdings, but\nno broker confirmations or broker statements; (i111) provided only broker\nconfirmations or broker statements for shares held as May 18, 2021, but no\nbroker trade confirmations or broker statements for purchase transactions\nduring the Settlement Class Period; or (iv) provided broker confirmations or\nbroker statements for purchase transactions, but no broker confirmations or\nbroker statements for shares held as of March 26, 2020 and/or May 18, 2021,\netc. SCS mailed or emailed Deficiency Notice to each of these Claimants,\nadvising them of the nature of their inadequacy and providing them an\nopportunity to cure the problem. Among these 135 deficient claims, 33 have\nbeen successfully cured and are considered valid. The remaining 102\ninadequate Claimants either did not respond to the inadequacy notice or\nresponded with insufficient documentation and were sent a rejection notice\nsetting forth the reason for their inadequacy. See Exhibit D for a list of\n\nClaimants rejected due to inadequate supporting documentation. To date,\n\nDECLARATION OF MARGERY CRAIG\n8\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page10of65 Page\nID #:2081\n\nnone of the 102 inadequate Claimants objected to, or contested, this\ndetermination.\n\nC. INELIGIBLE CLAIMS: In addition to the 102 inadequately\n\ndocumented claims in paragraph 19(b) above, SCS identified 799 claims\nwhich are recommended for complete rejection. Included in this category are:\n(1) 397 claims with shares purchased on a stock market other than the OTC\nmarket; (11) 311 claims with no Recognized Claim; (111) 79 claims with shares\npurchased outside of Settlement Class Period; (iv) nine claims with shares not\npurchased or otherwise acquired, but were received or granted by gift,\ninheritance, or operation of law; (v) one claim with securities other than\nBraxia common stock; (vi) one duplicate claim; and (vii) one claim with\nshares sold short. See Exhibit E for a list of these ineligible claims. We have\ncommunicated with these 799 claimants and advised them of our\ndetermination. A sample ineligibility notice is attached hereto as Exhibit F.\n\n1.) To date, only one ineligible Claimant has contested SCS\u2019s\ndetermination that their claim is not eligible for payment under the Court-\napproved Plan of Allocation and requested Court review. Claim number 782\npurchased a total of 3,675 common shares of Braxia during the Settlement\nClass Period and still held those shares as of the close of trading on February\n17, 2021. Under the Plan of Allocation, \u201cthe Claims Administrator shall\nascribe a holding value to Braxia shares purchased or acquired during the\nSettlement Class Period and still held as of the close of trading on February\n17, 2021, which shall be $0.69 per share.\u201d ECF No. 89-4 (Notice), p.13, n.6.\nThe difference between the Total Purchase Amount for the shares ($2,453.07)\nand the Total Holding Value of the shares ($2,535.75 (3,675 shares x $0.69\nper share)), results in an overall market gain of $82.68. See Exhibit G (setting\n\nforth, inter alia, shares and total acquisition costs). Pursuant to the Plan of\n\nDECLARATION OF MARGERY CRAIG\n9\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Pagei1ilof65 Page\n\nID #:2082\n\nAllocation, Claimants with an overall market gain on their Settlement Class\n\nPeriod transaction will not receive compensation from the Settlement. See\n\nNotice, 61 (\u201cTo the extent a Claimant had a market gain with respect to his,\n\nher, or its overall transactions in Braxia shares during the Settlement Class\n\nPeriod, the value of the Claimant\u2019s Recognized Claim shall be zero.\u201d).\n\nAccordingly, SCS respectfully requests the Court reject Claim 782. Exhibit\n\nG is acopy of the claim, ineligible notice, and response.\n\n20. In anticipation of completing this administration, SCS respectfully\nrequests that the Court reject as untimely any claims received after August 30, 2024\nand any responses to deficiency and/or rejection notices received after September 24,\n2024.\n\nDISTRIBUTION PLAN OF THE NET SETTLEMENT FUND\n\n21. Should the Court concur with SCS\u2019s administrative determinations\nconceming the claims recommended for acceptance and rejection, SCS recommends\nthe following distribution plan:\n\na. SCS will conduct an initial distribution (the \u201cInitial\nDistribution\u2019) of the Net Settlement Fund as follows:\n\n1. SCS will calculate award amounts to all Authorized\nClaimants by calculating their pro rata shares of the Net\nSettlement Fund in accordance with the Court-approved\nPlan of Allocation.\n\nil. SCS will, pursuant to the terms of the Plan of Allocation,\neliminate any Authorized Claimants whose distribution\npayment calculate to less than $10.00. Such Claimants\nwill not receive any distribution from the Net Settlement\nFund.\n\niil. After eliminating Claimants that would have received less\n\nDECLARATION OF MARGERY CRAIG\n10\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page12of65 Page\nID #:2083\n\nthan $10.00, SCS will recalculate, in accordance with the\nCourt-approved Plan of Allocation, the pro rata\ndistribution payments for Authorized Claimants that\nwould receive $10.00 or more.\n\nIv. SCS will then conduct the Initial Distribution of the Net\nSettlement Fund in accordance with the Court\u2019s Order.\n\nVv. In order to encourage Authorized Claimants to promptly\ndeposit their payments, and to avoid or reduce future\nexpenses relating to uncashed checks, all Initial\nDistribution checks will bear a notation: \u201cCASH\nPROMPTLY, VOID AND SUBJECT TO RE-\nDISTRIBUTION 180 DAYS AFTER ISSUE DATE.\u201d\n\n>In an effort to have as many Authorized Claimants as possible cash their checks,\nSCS will perform follow-up with those Authorized Claimants whose checks are\ninitially uncashed, either because they are returned to SCS as undeliverable or\nbecause the Authorized Claimant simply did not cash the check after a period of time\nelapses. For Authorized Claimants whose checks are returned as undeliverable, SCS\nwill endeavor to locate new addresses by running the undeliverable addresses through\naddress lookup services. Where a new address is located, SCS will update the\nSettlement Database accordingly, and reissue a distribution check to the Authorized\nClaimant at the new address. In the event an Authorized Claimant loses or damages\nhis, her, or its check, or otherwise requires a new check, SCS will issue replacements.\nDistribution reissues will be undertaken only upon written instructions from the\nAuthorized Claimant, provided that the Authorized Claimant returns the previous\ncheck where appropriate. For all checks, SCS will void the initial payment prior to\nreissuing a payment. Authorized Claimants requesting reissuance of checks will be\ninformed that if they do not cash their Initial Distribution checks within 30 days of the\nmailing of such reissued checks, their check will lapse, their entitlement to recovery\nwill be irrevocably forfeited, and the funds will be reallocated to other Authorized\nClaimants. Reissue requests for lost or damaged checks will be granted after the void\ndate on the checks; however, void dates on such reissues will be adjusted so as not to\ndelay future re-distributions. Requests for reissued checks in connection with the\n\nDECLARATION OF MARGERY CRAIG\n11\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page13o0f65 Page\nID #:2084\n\nV1. Authorized Claimants that do not negotiate their Initial\nDistribution checks within the time allotted or according\nto the conditions set forth in footnote 5 will irrevocably\nforfeit all recovery from the Settlement. The funds\nallocated to all such stale-dated checks will be available\nfor re-distribution to other Authorized Claimants in the\nSecond Distribution described below. Similarly,\nAuthorized Claimants that do not negotiate subsequent\ndistributions within the time allotted or according to the\nconditions set forth in footnote 5 will irrevocably forfeit\nany further recovery from the Settlement.\n\nb. After SCS has made reasonable and diligent efforts to have\nAuthorized Claimants cash their distribution checks, if there is any balance\nremaining in the Net Settlement Fund after nine (9) months after the Initial\nDistribution, then, if Lead Counsel, in consultation with SCS, determine that\nit 1s cost-effective to do so, SCS will conduct a re-distribution of the funds\nremaining after payment of any unpaid fees and expenses incurred in\nadministering the Settlement, including for such re-distribution, to Authorized\nClaimants who cashed their initial distribution checks and would receive at\nleast $10.00 from such re-distribution.\n\nC. Additional re-distributions to Authorized Claimants who have\ncashed their prior checks and who would receive at least $10.00 on such\nadditional re-distributions many occur thereafter if Lead Counsel, in\n\nconsultation with SCS, determines that additional re-distributions, after the\n\nSecond Distribution and any subsequent distributions will be handled in the same\nmanner.\n\nDECLARATION OF MARGERY CRAIG\n12\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page14of65 Page\nID #:2085\n\ndeduction of any additional fees and expenses incurred in administering the\n\nSettlement, including for such re-distributions, would be cost-effective.\n\nd. At such time as Lead Counsel, in consultation with SCS,\ndetermines that further re-distribution of the funds remaining in the Net\nSettlement Fund is not cost-effective, the remaining balance shall be\ncontributed to a nonsectarian, not-for-profit organization(s) to be\nrecommended by Lead Counsel and approved by the Court.\n\ne. No new Proof of Claim may be accepted after August 30, 2024,\nand no further adjustments to submitted Proofs of Claim may be made for any\nreason after September 24, 2024.\n\n22. Unless otherwise ordered by the Court, one year after any re-distribution,\nif that occurs, or, if there is no re-distribution, two years after the Initial Distribution,\nSCS will destroy paper copies of the Claims and all supporting documentation, and\none year after all funds have been distributed, SCS will destroy electronic copies of\nthe same.\n\nFEES AND DISBURSEMENTS\n23. SCS agreed to be the Claims Administrator for the Settlement in\n\nexchange for payment of its fees and expenses. Lead Counsel received regular reports\nof and invoices for all of the work SCS performed with respect to provision of notice\nand the administration of the Settlement and authorized the claims administration\nwork performed herein.\n\n24. The cost of the administration of the Settlement through October 21,\n2024, plus the cost of the Initial Distribution totals $104,230.58 of which $98,980.58\nhas been paid. Additionally, SCS has estimated that the cost of conducting the Initial\nDistribution of the Settlement plus the 2024 tax work which will be reserved prior to\nthe Initial Distribution, is $5,250. Therefore, SCS respectfully requests the Court\n\napprove fees in the amount of $5,250. Should the estimate of fees and expenses to\n\nDECLARATION OF MARGERY CRAIG\n13\n\n\f10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\nCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page15o0f65 Page\nID #:2086\n\nconduct the Initial Distribution and tax work exceed the actual fees and expenses, SCS\nwill refund the difference to the Net Settlement Fund once the Initial Distribution is\ncompleted.\nI declare under penalty of perjury under the laws of the United States of\nAmerica that the foregoing is true and correct.\nSigned this 29\" day of October 2024, in Media, Pennsylvania.\n\nDe lacgeg (b Lioeg\nMatgery \u00a2 Crai ~\n\nDECLARATION OF MARGERY CRAIG\n14\n\n\fCase 2:21-cv-03120-JVS-KES Document 100 Filed 11/14/24 Pade Xd ddI BIE\n\nID #:2087\nSchneider v. Champignon Brands Inc. Phone (866) 274-4004\nc/o Strategic Claims Services Fax (610) 565-7985\n600 N. Jackson Street - Suite 205\nMedia, PA 19063 Email: info@strategicclaims.net\nDEFICIENCY NOTICE\nCONTROL#: 1 June 22, 2023\n\nAcctNum:\n\nA review of your claim has revealed some incomplete or missing information. In order to assist you in\ncompleting the claims process, the information required to process your claim has been noted below:\n\nDescription: Shares:\n\nDocumentation* was not provided. In order to process your claim we 175\nrequire: (1) any transactions of Champignon Brands, Inc. n/k/a Braxia\n\nScientific Corp. (\"Braxia\u201d) common stock during the period from March 27,\n\n2020 through May 18, 2021 inclusive; (2) proof of holdings of Braxia\n\ncommon stock at the close of trading on March 26, 2020; and (3) proof of\n\nholdings of Braxia common stock at the close of trading on May 18, 2021.\n\nPlease call our office if you may need further clarification of this notice.\n\nIf you do not return these corrections and the requested information within twenty (20)\ncalendar days from the date of this notice, your claim may be deemed ineligible to\nparticipate in the distribution of the settlement fund.\n\nNote: Please supply the omitted item(s) and return the information, along with this letter, to\nthe address above.\n\n*Supporting documentation would be broker confirmation slips, monthly statements, 1099\u2019s, dividend reinvestment\nstatements, etc... for (1) any transactions of Champignon Brands, Inc. n/k/a Braxia Scientific Corp. (\"Braxia\u201d)\ncommon stock during the period from March 27, 2020 through May 18, 2021 inclusive; (2) proof of holdings of Braxia\ncommon stock at the close of trading on March 26, 2020; and (3) proof of holdings of Braxia common stock at the close\nof trading on May 18, 2021.\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page17of65 Page\n\nID #:2088\nEXHIBIT B\n\nREPORT OF THE CLAIMS ADMINISTRATOR\n\nCHAMPIGNON BRANDS INC. SECURITIES LITIGATION\n\nTOTAL # OF CLAIMS....00. 20.00 ccc cece n net ne tenet tee eneten ens 1,094\n\nTOTAL # OF APPROVED VALID CLAIMS. ......0.. 000.000 cece 193\n\nTOTAL # OF INELIGIBLE CLAIMS. 00.0000. 0 occ cece eee enn cetees 901\nNOT PURCHASED ON THE OTC MARKET ............. 397\nNO RECOGNIZED CLAIM 0000.0 311\nINADEQUATE DOCUMENTATION |... 102\nPURCHASED OUTSIDE CLASS PERIOD.......0.00000... 79\nSHARES NOT PURCHASED 0000.00 9\nSHARES SOLD SHORT... cette tne 1\nDUPLICATE CLAIMS 0000. etneteereniee 1\nWRONG STOCK ooo e ee eet en eet tnneetteetenien 1\nTOTAL onic cee eeeneecteenteeeenteneenseeteenieensenes 901\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24. Page18of65 Page\nTIMELY, PROPERLLY\u2018D&SIGUMENTED CLAIMS EXHIBIT C-1\nClaim #\n\n14\n15\n16\n18\n35\n39\n47\n51\n63\n66\n68\n75\n82\n88\n89\n90\n96\n104\n105\n123\n128\n134\n138\n151\n172\n173\n174\n198\n199\n201\n226\n228\n229\n238\n254\n261\n270\n271\n276\n279\n281\n288\n289\n290\n291\n307\n309\n326\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24. Page19o0f65 Page\nTIMELY, PROPERLLY/\u2018D&SGCUMENTED CLAIMS EXHIBIT C-1\nClaim #\n\n329\n332\n335\n343\n347\n349\n364\n365\n368\n371\n372\n373\n374\n382\n384\n385\n387\n389\n397\n399\n413\n418\n427\n438\n446\n448\n453\n455\n458\n461\n462\n466\n468\n475\n476\n482\n483\n486\n491\n494\n497\n501\n508\n511\n518\n521\n527\n533\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24. Page 20o0f65 Page\nTIMELY, PROPERLLY/\u2018D&]3GUMENTED CLAIMS EXHIBIT C-1\nClaim #\n\n534\n535\n538\n540\n547\n563\n567\n585\n588\n593\n594\n595\n597\n598\n605\n606\n608\n616\n619\n621\n622\n629\n637\n639\n641\n643\n644\n645\n646\n658\n661\n664\n670\n671\n672\n676\n681\n718\n727\n736\n740\n775\n779\n785\n801\n809\n815\n847\n\fTotal\n\nCase 2:21-cv-03120-JVS-KES Documenti00 _ Filed 11/14/24\n\nClaim #\n\n170\n\n856\n859\n870\n879\n890\n902\n904\n909\n50014\n50016\n50021\n50023\n50026\n50027\n50055\n50056\n50057\n50058\n50059\n50060\n50061\n50062\n50063\n50064\n50067\n50069\n\nTIMELY, PROPERLLY\u2018D&GUMENTED CLAIMS\n\nPage 21 0f65 Page\nEXHIBIT C-1\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 22o0f65 Page\nLATE BUT OTHERWAISS3 VALID CLAIMS EXHIBIT C-2\n\nClaim #\n743\n746\n752\n755\n\n50129\n50132\n50135\n50136\n50138\n50140\n50145\n50148\n50149\n50153\n50157\n50159\n50160\n50163\n50168\n50169\n50172\n50173\n50174\nTotal 23\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24. Page 230f65 Page\nINADEQUATELYDO@CUMENTED CLAIMS EXHIBIT D\n\nClaim # Reason for Rejection\n\n1 INADEQUATELY DOCUMENTED CLAIMS\n\n3 INADEQUATELY DOCUMENTED CLAIMS\n\n7 INADEQUATELY DOCUMENTED CLAIMS\n17 INADEQUATELY DOCUMENTED CLAIMS\n28 INADEQUATELY DOCUMENTED CLAIMS\n58 INADEQUATELY DOCUMENTED CLAIMS\n64 INADEQUATELY DOCUMENTED CLAIMS\n84 INADEQUATELY DOCUMENTED CLAIMS\n100 INADEQUATELY DOCUMENTED CLAIMS\n111 INADEQUATELY DOCUMENTED CLAIMS\n120 INADEQUATELY DOCUMENTED CLAIMS\n121 INADEQUATELY DOCUMENTED CLAIMS\n125 INADEQUATELY DOCUMENTED CLAIMS\n143 INADEQUATELY DOCUMENTED CLAIMS\n144 INADEQUATELY DOCUMENTED CLAIMS\n152 INADEQUATELY DOCUMENTED CLAIMS\n153 INADEQUATELY DOCUMENTED CLAIMS\n161 INADEQUATELY DOCUMENTED CLAIMS\n187 INADEQUATELY DOCUMENTED CLAIMS\n203 INADEQUATELY DOCUMENTED CLAIMS\n210 INADEQUATELY DOCUMENTED CLAIMS\n231 INADEQUATELY DOCUMENTED CLAIMS\n232 INADEQUATELY DOCUMENTED CLAIMS\n239 INADEQUATELY DOCUMENTED CLAIMS\n247 INADEQUATELY DOCUMENTED CLAIMS\n269 INADEQUATELY DOCUMENTED CLAIMS\n274 INADEQUATELY DOCUMENTED CLAIMS\n292 INADEQUATELY DOCUMENTED CLAIMS\n304 INADEQUATELY DOCUMENTED CLAIMS\n306 INADEQUATELY DOCUMENTED CLAIMS\n314 INADEQUATELY DOCUMENTED CLAIMS\n318 INADEQUATELY DOCUMENTED CLAIMS\n322 INADEQUATELY DOCUMENTED CLAIMS\n328 INADEQUATELY DOCUMENTED CLAIMS\n330 INADEQUATELY DOCUMENTED CLAIMS\n336 INADEQUATELY DOCUMENTED CLAIMS\n346 INADEQUATELY DOCUMENTED CLAIMS\n350 INADEQUATELY DOCUMENTED CLAIMS\n363 INADEQUATELY DOCUMENTED CLAIMS\n379 INADEQUATELY DOCUMENTED CLAIMS\n407 INADEQUATELY DOCUMENTED CLAIMS\n411 INADEQUATELY DOCUMENTED CLAIMS\n434 INADEQUATELY DOCUMENTED CLAIMS\n435 INADEQUATELY DOCUMENTED CLAIMS\n437 INADEQUATELY DOCUMENTED CLAIMS\n439 INADEQUATELY DOCUMENTED CLAIMS\n473 INADEQUATELY DOCUMENTED CLAIMS\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINADEQUATELYD\u00aeCOMENTED CLAIMS\n\nClaim #\n\nReason for Rejection\n474 INADEQUATELY DOCUMENTED CLAIMS\n481 INADEQUATELY DOCUMENTED CLAIMS\n484 INADEQUATELY DOCUMENTED CLAIMS\n506 INADEQUATELY DOCUMENTED CLAIMS\n509 INADEQUATELY DOCUMENTED CLAIMS\n526 INADEQUATELY DOCUMENTED CLAIMS\n528 INADEQUATELY DOCUMENTED CLAIMS\n541 INADEQUATELY DOCUMENTED CLAIMS\n545 INADEQUATELY DOCUMENTED CLAIMS\n555 INADEQUATELY DOCUMENTED CLAIMS\n558 INADEQUATELY DOCUMENTED CLAIMS\n564 INADEQUATELY DOCUMENTED CLAIMS\n573 INADEQUATELY DOCUMENTED CLAIMS\n574 INADEQUATELY DOCUMENTED CLAIMS\n578 INADEQUATELY DOCUMENTED CLAIMS\n581 INADEQUATELY DOCUMENTED CLAIMS\n614 INADEQUATELY DOCUMENTED CLAIMS\n618 INADEQUATELY DOCUMENTED CLAIMS\n624 INADEQUATELY DOCUMENTED CLAIMS\n625 INADEQUATELY DOCUMENTED CLAIMS\n630 INADEQUATELY DOCUMENTED CLAIMS\n640 INADEQUATELY DOCUMENTED CLAIMS\n657 INADEQUATELY DOCUMENTED CLAIMS\n665 INADEQUATELY DOCUMENTED CLAIMS\n667 INADEQUATELY DOCUMENTED CLAIMS\n668 INADEQUATELY DOCUMENTED CLAIMS\n674 INADEQUATELY DOCUMENTED CLAIMS\n675 INADEQUATELY DOCUMENTED CLAIMS\n678 INADEQUATELY DOCUMENTED CLAIMS\n692 INADEQUATELY DOCUMENTED CLAIMS\n701 INADEQUATELY DOCUMENTED CLAIMS\n711 INADEQUATELY DOCUMENTED CLAIMS\n717 INADEQUATELY DOCUMENTED CLAIMS\n723 INADEQUATELY DOCUMENTED CLAIMS\n725 INADEQUATELY DOCUMENTED CLAIMS\n737 INADEQUATELY DOCUMENTED CLAIMS\n750 INADEQUATELY DOCUMENTED CLAIMS\n795 INADEQUATELY DOCUMENTED CLAIMS\n799 INADEQUATELY DOCUMENTED CLAIMS\n807 INADEQUATELY DOCUMENTED CLAIMS\n812 INADEQUATELY DOCUMENTED CLAIMS\n855 INADEQUATELY DOCUMENTED CLAIMS\n878 INADEQUATELY DOCUMENTED CLAIMS\n881 INADEQUATELY DOCUMENTED CLAIMS\n897 INADEQUATELY DOCUMENTED CLAIMS\n913 INADEQUATELY DOCUMENTED CLAIMS\n916 INADEQUATELY DOCUMENTED CLAIMS\n\nFiled 11/14/24\n\nPage 24 o0f 65 Page\nEXHIBIT D\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24. Page 25o0f65 Page\nINADEQUATELYDO@CUMENTED CLAIMS EXHIBIT D\n\nClaim # Reason for Rejection\n\n917 INADEQUATELY DOCUMENTED CLAIMS\n50000 INADEQUATELY DOCUMENTED CLAIMS\n50007 INADEQUATELY DOCUMENTED CLAIMS\n50041 INADEQUATELY DOCUMENTED CLAIMS\n50042 INADEQUATELY DOCUMENTED CLAIMS\n50043 INADEQUATELY DOCUMENTED CLAIMS\n50044 INADEQUATELY DOCUMENTED CLAIMS\n50045 INADEQUATELY DOCUMENTED CLAIMS\n\nTotal 102\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLEDCLAIMS\n\nClaim #\n\nownonaum ff N\n\n10\n11\n12\n13\n19\n20\n21\n22\n23\n24\n25\n26\n27\n29\n30\n31\n32\n33\n34\n36\n37\n38\n40\n41\n42\n43\n44\n45\n46\n48\n49\n50\n52\n53\n54\n55\n56\n57\n59\n60\n61\n62\n\nReason for Rejection\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\n\nFiled 11/14/24\n\nPage 26 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLADCL AIMS\n\nClaim #\n\n65\n67\n69\n70\n71\n72\n73\n74\n76\n77\n78\n79\n80\n81\n83\n85\n86\n87\n91\n92\n93\n94\n95\n97\n98\n99\n101\n102\n103\n106\n107\n108\n109\n110\n112\n113\n114\n115\n116\n117\n118\n119\n122\n124\n126\n127\n129\n130\n\nReason for Rejection\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\n\nFiled 11/14/24\n\nPage 27 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLADCL AIMS\n\nClaim #\n\n131\n132\n133\n135\n136\n137\n139\n140\n141\n142\n145\n146\n147\n148\n149\n150\n154\n155\n156\n157\n158\n159\n160\n162\n163\n164\n165\n166\n167\n168\n169\n170\n171\n175\n176\n177\n178\n179\n180\n181\n182\n183\n184\n185\n186\n188\n189\n190\n\nReason for Rejection\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\n\nFiled 11/14/24\n\nPage 28 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLE OL AIMS\n\nClaim #\n\n191\n192\n193\n194\n195\n196\n197\n200\n202\n204\n205\n206\n207\n208\n209\n211\n212\n213\n214\n215\n216\n217\n218\n219\n220\n221\n222\n223\n224\n225\n227\n230\n233\n234\n235\n236\n237\n240\n241\n242\n243\n244\n245\n246\n248\n249\n250\n251\n\nReason for Rejection\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\n\nFiled 11/14/24\n\nPage 29 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLEICLAIMS\n\nClaim #\n\n252\n253\n255\n256\n257\n258\n259\n260\n262\n263\n264\n265\n266\n267\n268\n272\n273\n275\n277\n278\n280\n282\n283\n284\n285\n286\n287\n293\n294\n295\n296\n297\n298\n299\n300\n301\n302\n303\n305\n308\n310\n311\n312\n313\n315\n316\n317\n319\n\nReason for Rejection\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nPURCHASED OUTSIDE CLASS PERIOD\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\n\nFiled 11/14/24\n\nPage 30 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLE1O2 AIMS\n\nClaim #\n\n320\n321\n323\n324\n325\n327\n331\n333\n334\n337\n338\n339\n340\n341\n342\n344\n345\n348\n351\n352\n353\n354\n355\n356\n357\n358\n359\n360\n361\n362\n366\n367\n369\n370\n375\n376\n377\n378\n380\n381\n383\n386\n388\n390\n391\n392\n393\n394\n\nReason for Rejection\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nDUPLICATE CLAIM\nNOT PURCHASED ON THE OTC MARKET\nPURCHASED OUTSIDE CLASS PERIOD\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\n\nFiled 11/14/24\n\nPage 31 0f 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLE COR AIMS\n\nClaim #\n\n395\n396\n398\n400\n401\n402\n403\n404\n405\n406\n408\n409\n410\n412\n414\n415\n416\n417\n419\n420\n421\n422\n423\n424\n425\n426\n428\n429\n430\n431\n432\n433\n436\n440\n441\n442\n443\n444\n445\n447\n449\n450\n451\n452\n454\n456\n457\n459\n\nReason for Rejection\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nPURCHASED OUTSIDE CLASS PERIOD\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nPURCHASED OUTSIDE CLASS PERIOD\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nFiled 11/14/24\n\nPage 32 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLELCLAIMS\n\nClaim #\n\n460\n463\n464\n465\n467\n469\n470\n471\n472\n477\n478\n479\n480\n485\n487\n488\n489\n490\n492\n493\n495\n496\n498\n499\n500\n502\n503\n504\n505\n507\n510\n512\n513\n514\n515\n516\n517\n519\n520\n522\n523\n524\n525\n529\n530\n531\n532\n536\n\nReason for Rejection\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\n\nFiled 11/14/24\n\nPage 33 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLE104 AIMS\n\nClaim #\n\n537\n539\n542\n543\n544\n546\n548\n549\n550\n551\n552\n553\n554\n556\n557\n559\n560\n561\n562\n565\n566\n568\n569\n570\n571\n572\n575\n576\n577\n579\n580\n582\n583\n584\n586\n587\n589\n590\n591\n592\n596\n599\n600\n601\n602\n603\n604\n607\n\nReason for Rejection\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nPURCHASED OUTSIDE CLASS PERIOD\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nFiled 11/14/24\n\nPage 34 0f 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLE CLAIMS\n\nClaim #\n\n609\n610\n611\n612\n613\n615\n617\n620\n623\n626\n627\n628\n631\n632\n633\n634\n635\n636\n638\n642\n647\n648\n649\n650\n651\n652\n653\n654\n655\n656\n659\n660\n662\n663\n666\n669\n673\n677\n679\n680\n682\n683\n684\n685\n686\n687\n688\n689\n\nReason for Rejection\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\n\nFiled 11/14/24\n\nPage 35 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLEICLAIMS\n\nClaim #\n\n690\n691\n693\n694\n695\n696\n697\n698\n699\n700\n702\n703\n704\n705\n706\n707\n708\n709\n710\n712\n713\n714\n715\n716\n719\n720\n721\n722\n724\n726\n728\n729\n730\n731\n732\n733\n734\n735\n738\n739\n741\n742\n744\n745\n747\n748\n749\n751\n\nReason for Rejection\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nPURCHASED OUTSIDE CLASS PERIOD\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nPURCHASED OUTSIDE CLASS PERIOD\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\n\nFiled 11/14/24\n\nPage 36 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLE C2 AIMS\n\nClaim #\n\n753\n754\n756\n757\n758\n759\n760\n761\n762\n763\n764\n765\n766\n767\n768\n769\n770\n771\n772\n773\n774\n776\n777\n778\n780\n781\n782\n783\n784\n786\n787\n788\n789\n790\n791\n792\n793\n794\n796\n797\n798\n800\n802\n803\n804\n805\n806\n808\n\nReason for Rejection\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\n\nFiled 11/14/24\n\nPage 37 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLE10h AIMS\n\nClaim #\n\n810\n811\n813\n814\n816\n817\n818\n819\n820\n821\n822\n823\n824\n825\n826\n827\n828\n829\n830\n831\n832\n833\n834\n835\n836\n837\n838\n839\n840\n841\n842\n843\n844\n845\n846\n848\n849\n850\n851\n852\n853\n854\n857\n858\n\nReason for Rejection\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\n860 WRONG STOCK\n\n861\n862\n863\n\nNOT PURCHASED ON THE OTC MARKET\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\n\nFiled 11/14/24\n\nPage 38 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\nINELIGIBLE: CLAIMS\n\nClaim #\n\n864\n865\n866\n867\n868\n869\n871\n872\n873\n874\n875\n876\n877\n880\n882\n883\n884\n885\n886\n887\n888\n889\n891\n892\n893\n894\n895\n896\n898\n899\n900\n901\n903\n905\n906\n907\n908\n910\n911\n912\n914\n915\n50001\n50002\n50003\n50004\n50005\n50006\n\nReason for Rejection\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNOT PURCHASED ON THE OTC MARKET\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\n\nFiled 11/14/24\n\nPage 39 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\n\nClaim #\n\n50008\n50009\n50010\n50011\n50012\n50013\n50015\n50017\n\nFiled 11/14/24\n\nINELIGIBLEICLAIMS\n\nReason for Rejection\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\n\n50018 SHARES SOLD SHORT\n\n50019\n50020\n50022\n50024\n50025\n50028\n50029\n50030\n50031\n50032\n50033\n\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\n\n50034 SHARES NOT PURCHASED\n50035 SHARES NOT PURCHASED\n50036 SHARES NOT PURCHASED\n50037 SHARES NOT PURCHASED\n50038 SHARES NOT PURCHASED\n50039 SHARES NOT PURCHASED\n\n50040\n50046\n50047\n50048\n50049\n\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\n\n50050 SHARES NOT PURCHASED\n\n50051\n50052\n50053\n50054\n50065\n50066\n\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\n\nNOT PURCHASED ON THE OTC MARKET\n\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\n\n50068 SHARES NOT PURCHASED\n\n50070\n50071\n50072\n50073\n50074\n50075\n50076\n50077\n50078\n\nNO RECOGNIZED CLAIM\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\n\nPage 40 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document 100\n\nClaim #\n\n50079\n50080\n50081\n50082\n50083\n50084\n50085\n50086\n50087\n50088\n50089\n50090\n50091\n50092\n50093\n50094\n50095\n50096\n50097\n50098\n50099\n50100\n50101\n50102\n50103\n50104\n50105\n50106\n50107\n50108\n50109\n50110\n50111\n50112\n50113\n50114\n50115\n50116\n50117\n50118\n50119\n50120\n50121\n50122\n50123\n50124\n50125\n50126\n\nFiled 11/14/24\n\nINELIGIBLEICLAIMS\n\nReason for Rejection\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nPURCHASED OUTSIDE CLASS PERIOD\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\n\nPage 41 0f 65 Page\nEXHIBIT E\n\fTotal\n\nCase 2:21-cv-03120-JVS-KES Document 100\n\nClaim #\n\n50127\n50128\n50130\n50131\n\n50133 SHARES NOT PURCHASED\n\n50134\n50137\n50139\n50141\n50142\n50143\n50144\n50146\n50147\n50150\n50151\n50152\n50154\n50155\n50156\n50158\n50161\n50162\n50164\n50165\n50166\n50167\n50170\n50171\n50175\n50176\n\nFiled 11/14/24\n\nINELIGIBLEICLAIMS\n\nReason for Rejection\n\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\n\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\nNO RECOGNIZED CLAIM\n\n799\n\nPage 42 of 65 Page\nEXHIBIT E\n\fCase 2:21-cv-03120-JVS-KES Document100 Filed 11/14/24 HakHI BET Page\n\nID #:2114\nSchneider v. Champignon Brands Inc. Phone (866) 274-4004\nc/o Strategic Claims Services Fax (610) 565-7985\n600 N. Jackson Street - Suite 205\nMedia, PA 19063 Email: info@strategicclaims.net\nNOTICE OF INELIGIBILITY\nCONTROL#: 4 July 27, 2023\n\nACCOUNT#:\n\nYour claimin the above matter is ineligible for the following reason(s):\n\nDescription: Shares:\n\nYour claim has resulted in a trading gain during the Settlement Class\nPeriod. Any claim whose overall transactions in Champignon Brands, Inc.\nn/k/a Braxia Scientific Corp. (\"Braxia\u2019) common stock during the Settlement\nClass Period resulted in a trading gain has a Recognized Claim of $0.00.\n\nWe strongly suggest you contact our office for any question or clarification you\nmay have. It is important that you contact us before any further action is taken in\nthe event that a processing error has occurred.\n\nIf you feel you received this notice in error and would like to contest our determination, please contact our\noffice in writing no later than twenty (20) calendar days after the date of this notice. Please be sure to include\nyour Control number as noted above, your reason for contesting our determination, and documentation\nsupporting your reason. You can also contact our office at 1-866-274-4004 or info@strategicclaims.net. If\nafter contacting us, you still disagree, you can request in writing to Lead Counsel to review your claim.\n\nWhen calling our office, please have ready the Control Number found at the top left-hand corner of this form.\n\fCase 2:21-cv-03120-JVS-KES Document 100 Filed 11/14/24 Page X45] Page\nID #:2115\n\n182 champignon\n\nClaimant Information\n\nPhone:\n\nPhone:\n\nEmail:\n\nSSN/TaxlID:\n\nDate Submitted: 2023-03-30 16:48:11\nSubmissionTieBack: KZDI8BDW\n\nTransaction Information\n\nBeginning Balance: 0\n\nPurchases Sales\n\nBuy Date Shares Net Amount SaleDate Shares Net Amount\n12/15/2020 350 266\n\n1/27/2021 1225 820.75\n\n2/17/2021 1320 859.32\n\n2/17/2021 780 507\n\nEnding Balance: 3675\n\nBeginning Balance: [BegBalance1]\n\nPurchases Sales\nBuy Date Shares Net Amount SaleDate Shares Net Amount\n\nEnding Balance: [EndBalance1]\n\nBeginning Balance: [BegBalance2]\n\nPurchases Sales\nBuy Date Shares Net Amount SaleDate Shares Net Amount\n\nEnding Balance: [EndBalance2]\n\nBeginning Balance: [BegBalance3]\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 45o0f65 Page\n\nID #:2116\nPurchases Sales\nBuy Date Shares Net Amount SaleDate Shares Net Amount\n\nEnding Balance: [EndBalance3]\n\nDocumentation List\n\n100-d4d2ef44479b89160cfef9ead4c69bb8\\2023\\03\\. |-Braxia_stocks. pdf\n\fFrom: 01/01/2020\nTo: 12/31/2020\n\nAll Activity\n15850D100\n\n03/30/2023 04:39:42 PM ET\n\nDate\n\n12/15/2020\n02/17/2021\n01/27/2021\n02/17/2021\n05/05/2021\n\nDescription\n\nYOU BOUGHT\nYOU BOUGHT\nYOU BOUGHT\nYOU BOUGHT\n\nCase 2:21-cv-03120-JVS-KES Document 100\n\nSymbol\n\n15850D100\n15850D100\n15850D100\n15850D100\n\nNAME CHANGED 158500100\n\nQuantity\n350\n\n780\n1,225\n1,320\n-3,675\n\nPrice Amount Commission\n$0.76 $-266.00 $0.00\n$0.65 $-507.00 $0.00\n$0.67 $-820.75 $0.00\n$0.651 $-859.32 $0.00\n$0.00 $0.00 $0.00\n\nFees\n\n$0.00\n$0.00\n$0.00\n$0.00\n$0.00\n\nType\nCash\nCash\nCash\nCash\nCash\n\nID #:2117\n\nSettlement Date Account\n12/17/2020\n02/19/2021\n01/29/2021\n02/19/2021\n\nFiled 11/14/24 Page 46o0f65 Page\n\nSecurity Description\n\nZHAMPIGNON BRANDS INC COM NPV ISIN CA15850D1006 SEDOL BK4K470\nZHAMPIGNON BRANDS INC COM NPV ISIN CA15850D1006 SEDOL BK4K470\nZHAMPIGNON BRANDS INC COM NPV ISIN CA15850D1006 SEDOL BK4K470\nZHAMPIGNON BRANDS INC COM NPV ISIN CA15850D1006 SEDOL BK4K470\nZHAMPIGNON BRANDS INC COM NPV ISIN CA15850D1006 SEDOL BK4K470\n\fCase 2:21-cv-03120-JVS-KES Document 100\nID #:2118\n\nSUPPORT CENTER\n\nSupport Ticket System\n\n08/07/2023 09:15:15 AM\n\nTicket #920935\n\nStatus\nPriority\nDepartment\nCreate Date\n\nAssigned To\nSLA Plan\nDue Date\n\nTicket Details\n\nCompleted\n\nNormal\n\nClaims Administrators\n08/04/2023 08:16:07 PM\n\nGeorge Allen\n\nFiled 11/14/24\n\nName\nEmail\nPhone\nSource\n\nHelp Topic\nLast Response\nLast Message\n\nPage 47 of 65 Page\n\nEmail\n\nClaims\n08/07/2023 09:15:09 AM\n08/04/2023 08:16:07 PM\n\nCase: Champignon\n\nControl Number(s): 782,\n\nAdditions documents related to Account numbers\n\nTicket #920935 printed by gallen on 08/07/2023 09:15:15 AM\n\nPage 1\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 48o0f65 Page\n\nSUPPORT CENTER ID melts\n\nSupport Ticket System\n\n08/07/2023 09:15:15 AM\n\n08/04/2023 08:16:07 PM Additions documents related to Account numbers\n\nAs per the discussion on phone sending herewith the required documents.\n\nfor\n\n-3678 purchased\n\nThanks\n\nTradeConfirmation12142020_Brzxia_5.pdf (8.9 kb)\nTradeConfirmation12142020_ Brzxia_2.pdf (18.7 kb)\nTradeConfirmation12142020 Brzxia_1.pdf (20.3 kb)\nTradeConfirmation12142020 Brzxia_4.pdf (9.2 kb)\nTradeConfirmation12142020 Brzxia_3.pdf (214.3 kb)\n\nTicket #920935 printed by gallen on 08/07/2023 09:15:15 AM Page 2\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 49o0f65 Page\n\nSUPPORT CENTER ID e120\n\nSupport Ticket System\n\n08/07/2023 09:15:15 AM\n08/07/2023 09:15:09 AM George Allen\n\nGood morning,\nWe have received your information and will pass it on for further review.\nIf you have any questions, please feel free to contact us.\n\nThank you.\n\nClaims Administrator\nStrategic Claims Services\n600 N. Jackson St. - Suite 205\nMedia PA 19063\n\nPhone: 610-565-9202\n\nFax: 610-565-7985\n\nToll Free: 1-866-274-4004\n\nIMPORTANT: The information contained in this message is confidential and is intended only for the named\naddressee(s). If the reader of this message is not an intended recipient (or the individual responsible for\nthe delivery of this message to an intended recipient), please be advised that any re-use, dissemination,\ndistribution or copying of this message is prohibited. If you have received this message in error, please\nreply to the sender that you have received the message in error and then delete it. Thank you.\n\nTicket #920935 printed by gallen on 08/07/2023 09:15:15 AM Page 3\n\fC \u2018gal -CVeal20-JVS-KES Document 100 Filed 11/14/24 Page 50of65 Page\nWael j ID #:2121\n\nINVESTMENTS\n\nTransaction Confirmation Page 1 of 2\nConfirm Date: December 15, 2020\n\nBrokerage Account Number\n\n9900319995\n\nOnline Fidelity.com\nFAST(sm)-Automated Telephone 800-544-5555\nCustomer Service 800-544-6666\n\n9900319995 ALL ORDERS ARE UNSOLICITED UNLESS SPECIFIED ABOVE\n\nCOPIES SENT PER INSTRUCTIONS\nIf you are eligible to make a deposit, please use this form for\ninvestments in your brokerage account\n\nAMOUNT OF INVESTMENT | $\n\nIf there are sufficient funds in your brokerage core account\n(or margin account), Fidelity will use those funds to cover\nthe trade(s) on this confirm. If you wish to deposit\n\nFIDELITY INVESTMENTS additional money, use this deposit slip and make checks\nPO BOX 770001 payable to: NATIONAL FINANCIAL SERVICES LLC.\nCINCINNATI OH 45277-0003 Deposits will be made to the account listed above. Please\n\nmail checks to the Fidelity address on this form. Refer to the\nlast page for instructions on depositing certificates.\n\nFIDELITY BROKERAGE SERVICES LLC, MEMBER NYSE, SIPC\n\fCase 2:21-cv-03120-JVS-KES Document100- Filed 11/14/24. Page 51of65 Page\nID #:2122\nTransaction Confirmation Page 2 of 2\nConfirm Date: December 15, 2020\nBrokerage Account Number\nREFERENCE NO. TYPE | REG.REP. TRADE DATE SETTLEMENT DATE CUSIP NO. ORDER NO.\n20350-1C7N4W 1*| L## 12-15-20 | 12-17-20 |15850D100 |20350-FV99V\nDESCRIPTION and DISCLOSURES\nYou Bought CHAMPIGNON BRANDS INC COM NPV Principal Amount 266.00\n350 ISIN #CA15850D1006 SEDOL #BK4K470 Settlement Amount 266.00\nat . 7600 WE HAVE ACTED AS AGENT.\nSymbol! :\nSHRMF\n\nALL ORDERS ARE UNSOLICITED UNLESS SPECIFIED ABOVE\n\nREMITTANCE COUPON\n\fCase 2:21-cv-03120-JVS-KES Document 100\n\nIn accordance with your instructions we are pleased to confirm the transaction or qifiprft-\n\nfor your account and risk subject to terms listed below.\n\nPlease inform our office promptly if there is an error in this confirmation. Your failure\nto do so may result in the inability to amend a transaction. Please address all\ncommunications to the firm and not to individuals and include your brokerage account\nnumber on all checks and communications.\n\nIt is understood and agreed that all transactions made for you are subject to the rules\nand customs of the exchange or market (and its clearing house, if any) where executed\nby us or by our agents, of the Financial Industry Regulatory Authority, Inc., as the case\nmay be and to the Securities Exchange Act. It is further understood and agreed that on\nmargin business all securities or other things bought or held by us, are pledged as\ncollateral security for any and all claims and demands we then, or thereafter may have\nagainst the party giving such orders whether arising thereunder or not. It is further\nunderstood and agreed that we have the right to close transactions without further\nnotice, at public or private sale, without liability for subsequent difference in value,\nwhen such a sale or purchase is deemed necessary by us for our protection, with the\nright upon our part of becoming the purchaser thereof free from all trust; that securities\nheld by us in margin accounts (and in cash accounts until paid for in full) are or may be\nhypothecated for the sum, due thereon, or for a greater sum, under circumstances\nwhich will permit the commingling thereof with securities carried for the account of\nother customers; and that we have the right to loan such securities held by us.\n\nWhen-lIssued, When-Distributed or TBA Transactions: The information contained herein\nis an estimate based upon information available at the time of your order. The final\nfigures will be forwarded to you when obtainable upon issue, delivery or pool allocation.\nSuch transactions shall be settled at such time, place and in such manner and by\ndelivery of such securities and/or other property as determined by the exchange or\nassociation to whose requirements the transaction is subject, or shall be canceled if\nsuch exchange or association shall so determine. National Financial Services LLC,\n(\"NFS\"), may demand deposits to secure this transaction and reserves the right to close\nthis transaction upon the failure of the customer to tender such deposit.\n\nFractional Share Trading: National Financial Services (\"NFS\"), an affiliate broker-dealer,\nwill execute the fractional component of a customer order in a principal capacity.\n\nOpen Orders. An open order will remain in effect until executed or canceled. Customers\nmay attempt to cancel open orders at any time prior to execution. NFS will cancel open\norders after 180 calendar days (or in accordance with standards set by your Employer)\nand we reserve the right, but are not obligated to, cancel open orders when the limit\nprice becomes unrealistic in relation to the market price. Limits on open orders to BUY\nand STOP ORDERS TO SELL, subject to the rules of the exchange or association\nwhere the securities are traded, may be automatically adjusted on the date the security\ntrades \"ex-dividend\", \"ex-rights\", \"ex-distribution\", or \"ex-interest\". Unexecuted portions\nof an open order which are executed on subsequent days are treated as separate\norders for commission purposes, in accordance with industry practices.\n\nOrders marked \"solicited\" are not the result of \"investment advice\" from Fidelity, as\nthat term is defined under ERISA and underlying U.S. Department of Labor\nRegulations, except to the extent that Fidelity utilizes an unaffiliated third party in\nobtaining such advice.\n\nPayment for Order Flow Disclosure [Exchange Act Rule 10b-10(a){2)(i)(C)]. Fidelity\nBrokerage Services LLC (\"FBS\") and/or NFS receives remuneration, compensation, or\nconsideration for directing orders in equity securities to particular broker/dealers or\nmarket centers for execution. The source and nature of any compensation received in\nconnection with your particular transaction will be disclosed upon written request to\nFBS. Please review FBS's annual disclosure on payment for order flow policies and\norder routing policies.\n\nThe private placement memorandum, term sheet, prospectus or other disclosure\ndocuments (\"Offering Materials\") you previously received include important\ninformation concerning your alternative investment transaction (e.g., hedge funds,\nprivate equity funds, REITS). Please refer to these materials for an explanation of\nthe subscription (i.e., purchase) and redemption process as well as information\nregarding compensation that FBS or NFS may receive from you and/or the alternative\ninvestment in connection with your transaction. The settlement date for these\ntransactions is often extended a number of days beyond the subscription (i.e., trade)\nor redemption date. As part of the subscription process, your subscription funds\ncould be held in escrow until such time as your subscription is accepted by the\nalternative investment. Gross proceeds are reflected on the statement and may\n\nnot be realized at the time of the redemption if the fund is subject to a holdback.\n\nSee the Offering Materials for more details. Any such assets retained by the fund are\nheld as a general obligation of the fund and are not protected by SIPC.\n\n447970.27.0\n\nFiled 11/14/24 Page 52o0f65 Page\n\nEerGction with (i) access to, purchase or redemption of, and/or maintenance of positions\nin mutual funds and other investment products (\"funds\") such as alternative investments or\nprivate placements or (ii) infrastructure needed to support such funds, some funds, or their\ninvestment affiliates, pay FBS and/or NFS sales loads and 12b-1 fees described in the\nOffering Materials as well as additional compensation for shareholder services, start-up\nfees, infrastructure support and maintenance, and marketing, engagement and analytics\nprograms. Additional information about the source(s) and amount(s) of compensation as\nwell as other remuneration received by FBS or NFS will be furnished to you upon written\nrequest.\n\nCurrency exchanges may be effected by Fidelity FOREX, Inc. on a principal basis.\nFidelity FOREX, Inc., an affiliate of NFS, may impose a commission or markup on the\nprevailing interbank market price. Fidelity FOREX may in tum share a portion of any\nforeign exchange commission or markup with NFS and/or FBS. The currency exchange\nrate applicable to any foreign security trade is available upon request.\n\nFor trades of positions set up for average cost, the cost basis per share is calculated as\nthe average price of all shares in the position and shares are depleted on a\nfirst-in-first-out basis.\n\nWhen there are multiple lots for the particular date indicated via versus purchase, the\nsystem depletes the lots starting with the highest quantity lot and moves through the lots\nin descending order of quantity until the order is filled. If an order cannot be matched\nversus purchase, or if the order quantity exceeds the matched lots, lots are depleted\nusing the account-level default disposal method. If more than one lot has the same date\nand quantity, selection among such lots is random.\n\nThe local broker in a foreign securities transaction may be Fidelity Clearing Canada ULC,\nan affiliate of NFS and FBS.\n\nOther remuneration may have been received and information will be furnished on request.\n\nAt the time you purchase shares of a no-load fund, those shares will be assigned either a\ntransaction fee (TF) or no transaction fee (NTF) status. When you subsequently sell those\nshares, any applicable fees will be assessed based on the status assigned to the shares\nat the time of purchase.\n\nCertificates of deposit and certain securities, including bonds, preferred stocks, and\ncommon stocks, may be subject to call or redemption (prior to maturity, if applicable).\nCall features may exist in addition to those which may appear on the front of the\nconfirmation. Early call or redemption could affect Yield. Complete information will be\nprovided upon written request.\n\nThis statement is computed for payment by bank draft on settlement date. If payment is\nmade at a later date, additional interest to date of payment will be charged.\n\nName of the other party, time of execution and remuneration furnished on request.\nFidelity Brokerage Services LLC, Member NYSE/SIPC. Account carried with National\nFinancial Services LLC.\n\n*T - TYPE OF ACCOUNT\n\n0 - Deliver / Receive vs. Payment\n1 - Cash Account\n\n2 - Margin Account\n\n3 - Short Account\n\nIf an odd-lot differential is indicated on the face of this confirmation, an amount of 12%\ncents per share was added to the price of purchase or deducted from the price of sale.\n\nD1. Additional call features exist that may affect yield; complete\ninformation will be provided upon request.\n\nD2. No periodic interest payments - callable below maturity value without notice by mail\nto holder unless registered.\n\nD3. For bonds callable and issued in bearer form, it may be difficult for you to determine\nwhether the securities have been called.\n\nD4. Asset-backed Securities. An asset-backed security represents an interest in or is\nsecured by a pool of financial assets that may be subject to continuous prepayment.\nThe actual yield may vary based on prepayment rates of the underlying receivable\nor other financial assets. Information concerning factors that affect yield will be\nfurnished upon written request.\n\nRatings information, when provided, has been obtained from select ratings services which\nNFS believes to be reliable, however, NFS cannot guarantee its timeliness, accuracy or\ncompleteness. Ratings are opinions and not recommendations or investment advice.\nRatings or the absence of ratings should not alone be relied upon when assessing the credit\nquality of a security or making an investment decision. Ratings are subject to change or\nwithdrawal by the ratings services at any time. Ratings information may not be provided\n\nfor all debt securities. When indicated, NR denotes that the security is not rated by the\nlisted rating organization. The security may be rated by other rating services. Please\ncontact your broker dealer if you need more information about a security.\n\n6 - Special Account\n8 - When Issued / TBA\n9 - Income Account\n\nINSTRUCTIONS FOR DEPOSITING CERTIFICATES\n\n1) The signature on the back of the certificate must correspond exactly to the name as written upon the face of the certificate.\n\nEndorsement Instructions\n\n2) Write \"National Financial Services LLC\" on the line between \"appoint\" and \"attorney.\"\n\n3) Write your brokerage account number on the top right corner of the front of the certificate.\n\n4) Failure to properly prepare the Certificate may result in delays completing your transaction.\n\nMAIL CERTIFICATES TO THIS ADDRESS:\n\nNATIONAL FINANCIAL SERVICES LLC\nATTN: Banking Services\n\nMail Zone KC\n\n100 Crosby Parkway\n\nCovington, KY 41015\n\f-JVS-KES Document 100\n\n(9 Fidelity\n\nFiled 11/14/24\n\nPage 53 0f 65 Page\n\nID #:2124\nINVESTMENTS\nTransaction Confirmation Page 1 of 2\nConfirm Date: February 17, 2021\nBrokerage Account Number\n9900514393\nOnline Fidelity.com\n\nFAST(sm)-Automated Telephone\n\nCustomer Service\n\n800-544-5555\n800-544-6666\n\nREFERENCE NO. TYPE | REG.REP. TRADE DATE SETTLEMENT DATE CUSIP NO. ORDER NO.\n21048-1B8V7S 1*| L## 02-17-21 02-19-21 15850D100_ |21048-DP4JQ\nDESCRIPTION and DISCLOSURES\nYou Bought CHAMPIGNON BRANDS INC COM NPV Principal Amount 859.32\n1,320 ISIN #CA15850D1006 SEDOL #BK4K470 Settlement Amount 859.32\nat .6510 WE HAVE ACTED AS AGENT.\nSymbol! : PARTIAL EXECUTION\nSHRMF\nREFERENCE NO. TYPE | REG.REP. TRADE DATE SETTLEMENT DATE CUSIP NO. ORDER NO.\n21048-1B8ZQT 1*| L## 02-17-21 02-19-21 15850D100 |21048-DP4JQ\nDESCRIPTION and DISCLOSURES\nYou Bought CHAMPIGNON BRANDS INC COM NPV Principal Amount 507.00\n780 ISIN #CA15850D1006 SEDOL #BK4K470 Settlement Amount 507.00\nat .6500 WE HAVE ACTED AS AGENT.\nSymbol! : PARTIAL EXECUTION\nSHRMF\n\n9900514393 ALL ORDERS ARE UNSOLICITED UNLESS SPECIFIED ABOVE\n\nCOPIES SENT PER INSTRUCTIONS\nIf you are eligible to make a deposit, please use this form for\ninvestments in your brokerage account only.\n\nAMOUNT OF INVESTMENT | $\n\nIf there are sufficient funds in your brokerage core account\n(or margin account), Fidelity will use those funds to cover\nthe trade(s) on this confirm. If you wish to deposit\nadditional money, use this deposit slip and make checks\npayable to: NATIONAL FINANCIAL SERVICES LLC.\n\nDeposits will be made to the account listed above. Please\nmail checks to the Fidelity address on this form. Refer to the\nlast page for instructions on depositing certificates.\n\nFIDELITY INVESTMENTS\nPO BOX 770001\nCINCINNATI OH 45277-0003\n\nFIDELITY BROKERAGE SERVICES LLC, MEMBER NYSE, SIPC\n\f(9 Fidelity\n\nINVESTMENTS\n\n-JVS-KES Document100- Filed 11/14/24 Page54of65 Page\n\nID #:2125\n\n9900632745\n\nTransaction Confirmation Page 1 of 3\nConfirm Date: January 27, 2021\n\nBrokerage Account Number\n\nOnline Fidelity.com\n\nFAST(sm)-Automated Telephone 800-544-5555\n\nCustomer Service 800-544-6666\nREFERENCE NO. TYPE | REG.REP. TRADE DATE SETTLEMENT DATE CUSIP NO. ORDER NO.\n\n21027-1DKN2S 1*| L## 01-27-21 01-29-21 15850D100_|21027-GFX5G\nDESCRIPTION and DISCLOSURES\nYou Bought CHAMPIGNON BRANDS INC COM NPV Principal Amount 820.75\n1,225 ISIN #CA15850D1006 SEDOL #BK4K470 Settlement Amount 820.75\nat .6700 WE HAVE ACTED AS AGENT.\nSymbol! :\nSHRMF\n\n9900632745\n\nALL ORDERS ARE UNSOLICITED UNLESS SPECIFIED ABOVE\n\nCOPIES SENT PER INSTRUCTIONS\n\nFIDELITY INVESTMENTS\n\nPO BOX 770001\n\nCINCINNATI OH 45277-0003\n\nIf you are eligible to make a deposit, please use this form for\ninvestments in your brokerage account only.\n\nAMOUNT OF INVESTMENT | $\n\nIf there are sufficient funds in your brokerage core account\n(or margin account), Fidelity will use those funds to cover\nthe trade(s) on this confirm. If you wish to deposit\nadditional money, use this deposit slip and make checks\npayable to: NATIONAL FINANCIAL SERVICES LLC.\n\nDeposits will be made to the account listed above. Please\nmail checks to the Fidelity address on this form. Refer to the\nlast page for instructions on depositing certificates.\n\nFIDELITY BROKERAGE SERVICES LLC, MEMBER NYSE, SIPC\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page55o0f65 Page\n\n= as ID #:2126\nF, ned eli ey: INVESTMENT REPORT\nMay 1, 2021 - May 31, 2021\nFidelity Traditional IRA TRADITIONAL IRA -\n\nFIDELITY MANAGEMENT TRUST CO - CUSTODIAN\n> Account Number:\n\nEnvelope # BKXWRPBBBNGFJ Y A t Val\nour Account Value: $20,465.63\nChange from Last Period: V $3,682.19\nThis Period Year-to-Date\nBeginning Account Value $24,147.82 $25,118.16\nAdditions - 5,500.00\nSubtractions - -7.78\nTransaction Costs, Fees & Charges - -7.78\nChange in Investment Value * -3,682.19 -10,144.75\nEnding Account Value ** $20,465.63 $20,465.63\nAccrued Interest (Al) 0.00\nEnding Account Value Incl. Al $20,465.63\nContact Information\n; dali Reflects appreciation or depreciation of your holdings due to price changes, transactions\nOnline Fidelity.com from Other Activity In or Out and Multi-currency transactions, plus any distribution and o\nFASTS\u2122-Automated Telephone (800) 544-5555 income earned during the statement period.\nCustomer Service (800) 544-6666 \u2122 Excludes unpriced securties.\n\nBrokerage services provided by Fidelity Brokerage Services LLC (FBS), Member NYSE, SIPC (800) 544-6666. Brokerage accounts carried by National Financial Services LLC (NFS), Member NYSE, SIPC.\n1 of 10\n\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 56o0f65 Page\n\nID #:2127\nFidel\ni a STMeE Hie INVESTMENT REPORT\nMay 1, 2021 - May 31, 2021\nAccount Summary\nAccount Value: $20,465.63 Account Holdings\n. 19% Other ($3,872\nChange in Account Value Vv $3,682.19 er\nThis Period Year-to-Date\nBeginning Account Value $24,147.82 $25,118.16\nAdditions - 5,500.00\nContributions - 5,500.00\nSubtractions - -7.78 81% Stocks ($16,592)\nTransaction Costs, Fees & Charges - -7.78\nChange in Investment Value * -3,682.19 -10,144.75 .\nTop Holdings\nEnding Account Value $20,465.63 $20,465.63 Percent of\nAccrued Interest (Al) 0.00 Description Value Account\nEnding Account Value Incl. Al $20,465.63 Marathon Digital Holdings INC Com $3,814 19%\nNano Dimension LTD Spon Ads Ea Repr 1 3,180 16 o\nTotal Account Trades Jun 2020 - May 2021: 0 Ord Shs\nFoley Trasimene Acquistn Corp Wts Exp 1,942 9\n\n* Reflects appreciation or depreciation of your holdings due to price changes, transactions 05/26/2025\nfrom Other Activity In or Out and Multi-currency transactions, plus any distribution and Total $8,937 44%\nincome earned during the statement period. ,\n\n. Please note that, due to rounding, percentages may not add to 100%.\nCore Account and Credit Balance Cash Flow\nCore Account: FDIC INSURED DEPOSIT AT BNY MELLON IRA NOT COVERED BY SIPC\n\nMR_CE _BKXWRPBBBNGFJ_BBBBB 20210528\n\nThis Period Year-to-Date Income Summary\nBeginning Balance $733.71 $343.02 This Period Year-to-Date\nInvestment Activity Tax-deferred : $14.24\nSecurities Bought -$734.71 -$46,390.38 Total - $14.24\nSecurities Sold 1.57 40,540.69 I\nDividends, Interest & Other Income D - 14.24\nTotal Investment Activity -$733.14 -$5,835.45\n\n2 of 10\n\fCase 2:21-cv-03120-JVS-KES Document 100\n\nFidelity\n\nwmVveESTMeEnTS\n\nID #:2128\n\nCore Account and Credit Balance Cash Flow (continued)\nCore Account: FDIC INSURED DEPOSIT AT BNY MELLON IRA NOT COVERED BY SIPC\n\nFiled 11/14/24\n\nPage 57 of 65 Page\n\nINVESTMENT REPORT\nMay 1, 2021 - May 31, 2021\n\nThis Period Year-to-Date Contributions and Distrioutions\nCash Management Activity This Period Year-to-Date\nContributions - 5,500.00 2021 Contributions - $5,500.00\nFees & Charges - -7.00\nTotal Cash Management Activity = $5,493.00\nEnding Balance $0.57 $0.57\nD Includes dividend reinvestments.\nHoldings\nCore Account\n\nBeginning Price Ending Unrealized\n\nMarket Value Quantity Per Unit Market Value Gain/Loss EAI ($) /\n\nDescription May 1, 2021 May 31, 2021 May 31, 2021 May 31, 2021 Cost May 31, 2021 EY (%)\nFDIC INSURED DEPOSIT AT US BANK $12.18 0.570 $1.0000 $0.57 not applicable not applicable -\nIRA 4 -\nNOT COVERED BY S/PC (QUSCQ)\n-- Interest rate: 0.01%\nTotal Core Account (0% of account $12.18 $0.57 -\nholdings)\nStocks\n\nBeginning Price Ending Unrealized\n\nMarket Value Quantity Per Unit Market Value Gain/Loss EAI ($) /\n\nDescription May 1, 2021 May 31, 2021 May 31, 2021 May 31, 2021 Cost May 31, 2021 EY (%)\nCommon Stock\nAPEX TECHNOLOGY ACQUISITION CO $10.71 1.000 $10.3100 $10.31 $14.40 -$4.09 -\nCOM -\nCL A (APXT)\nBEAM GLOBAL COM(BEEM) 1,205.05 35.000 29.1900 1,021.65 2,135.70 -1,114.05 -\nBIOCEPT INC COM (BIOC) 1,481.80 310.000 4.5200 1,401.20 1,619.50 -218.30 -\nBRAXIA SCIENTIFIC CORP COM NPV 1,737.54 3,675.000 0.3270 1,201.65 2,453.07 -1,251.42 -\n\nISIN #CA1057361026 SEDOL\n#BMDW9Q5 (BRAXF)\n\n3 of 10\n\ns\n\nMR_CE _BKXWRPBBBNGFJ_BBBBB 20210528\n\fCase 2:21-cv-03120-JVS-KES Document 100\n\nFiled 11/14/24\n\nPage 58 of 65 Page\n\nID #:2129\nFidel\naaa fi 1. fit 1 INVESTMENT REPORT\nMay 1, 2021 - May 31, 2021\n\nHoldings\n\nStocks (continued)\nBeginning Price Ending Unrealized\nMarket Value Quantity Per Unit Market Value Gain/Loss EAI ($) /\n\nDescription May 1, 2021 May 31, 2021 May 31, 2021 May 31, 2021 Cost May 31, 2021 EY (%)\nCommon Stock (continued)\n\nCORPORATE UNIVERSE INC(COUV) 156.80 1,400.000 0.0977 136.78 922.60 -785.82 -\n\nEPAZZ INC CL A NEW(EPAZ) 261.00 9,000.000 0.0189 170.10 194.85 -24,75 -\nFISKER INC CL A COM STK(FSR) 13.12 1.000 13.2600 13.26 16.30 -3.04 -\nHIVE BLOCKCHAIN TECHNOLOGIES 2,960.57 770.000 2.5166 1,937.74 2,594.90 -657.16 -\n\nLTD COM -\n\nNPV ISIN #CA43366H1001 SEDOL\n#BYZ9816 (HVBTF)\n\nMARATHON DIGITAL HOLDINGS INC 5,664.12 154.000 24.7700 3,814.58 6,402.55 -2,587.97 -\nCOM (MARA) -\nMAXAR TECHNOLOGIES INC COM unavailable 25.000 31.1000 777.50 715.00 62.50 1.00\n(MAXR) 0.130\nNANO DIMENSION LTD SPON ADS EA 3,288.32 448.000 7.1000 3,180.80 5,077.66 -1,896.86 -\nREPR 1 -\n\nORD SHS (NNDM) o\nNANO ONE MATERIALS CORP 118.80 29.000 3.6672 106.34 131.52 -25.18 -\n\nISIN #CA63010A1030 SEDOL #BWCLKK4 -\n(NNOMF) co\nONCORUS INC COM(ONCR) 16.05 1.000 17.2000 17.20 16.35 0.85 -\n\n- 2\nORGANOVO HLDGS INC COM NEW 1,204.14 141.000 9.4000 1,325.40 1,518.12 -192.72 - 3\n(ONVO) - \u00aba\nROLLS ROYCE HOLDINGS SPON ADR 1.44 1.000 1.5170 1.51 1.55 -0.04 - ca\nEACH REP 1 -\n\nORD SHS (RYCEY) 2\nRUSH STREET INTERACTIVE INC COM 1,593.41 119.000 12.4100 1,476.79 2,905.98 -1,429.19 - Q\n(RSI) - 2\nTotal Common Stock (81% of account $19,712.87 $16,592.81 $26,720.05 -$10,127.24 $1.00 a\nholdings) 5\nTotal Stocks (81% of account holdings) $19,712.87 $16,592.81 $26,720.05 -$10,127.24 $1.00 0,\n\n5\nw\n=\n\n4 of 10\n\fCase 2:21-cv-03120-JVS-KES Document 100\n\nFiled 11/14/24\n\nPage 59 of 65\n\nPage\n\nID #:2130\nFideli\na fi = 1. fit S INVESTMENT REPORT\nMay 1, 2021 - May 31, 2021\nHoldings\nOther\nBeginning Price Ending Market Value Unrealized\nMarket Value Quantity Per Unit Accrued Interest (Al) Gain/Loss EAI ($) /\nDescription May 1, 2021 May 31, 2021 May 31, 2021 May 31, 2021 Cost May 31, 2021 EY (%)\nARRIVAL GROUP WTS EXP 03/22/2026 $1,111.25 175.000 $6.1500 $1,076.25 $1,738.63 -$662.38 -\nISIN #LU2322315990 SEDOL #BN2D5H9 - -\n(ARVLW)\nALTITUDE ACQUISITION CORP unavailable 27.000 0.7196 19.42 19.71 -0.29 -\nWTS EXP 11/30/2027 (ALTUW) - -\nAPEX TECHNOLOGY ACQUISITION CO 646.80 280.000 2.4000 672.00 1,114.40 ~442.40 -\nWTS EXP 09/18/2026 (APXTW) - -\nCLOVER HEALTH INVESTMENTS CORP 3.06 1.000 2.2400 2.24 3.45 -1.21 -\nWTS EXP 04/21/2025 (CLOVW) - -\nFOLEY TRASIMENE ACQUISTN CORP 1,732.50 1,050.000 1.8500 1,942.50 2,415.00 -472.50 -\nWTS EXP 05/26/2025 (WPFWS) - -\nLIGHTNING EMOTORS INC unavailable 105.000 1.3400 140.70 444.15 -303.45 -\nWTS EXP 05/18/2025 (ZEVWS) - -\nPLYMOUTH INDL REIT INC COM(PLYM) 18.64 1.000 19.1400 19.14 13.14 6.00 0.84\n- 4.390\nTotal Other (19% of account holdings) $3,512.25 $3,872.25 $5,748.48 -$1,876.23 $0.84\nn\nTotal Holdings $20,465.63 $32,468.53 -$12,003.47 $1.84\n\nEAI Estimated Annual Income (EAI) & Estimated Yield (EY)- EAI is an estimate of annual income for a specific security position over the next rolling 12 months. EAl may be negative on short\n& EY positions. EY is calculated by dividing the current EAI for a security position by its statement closing date market value. EAl and EY are estimates only and may include return of principal\nand/or capital gains, which would render them overstated. Actual income and yield might be lower or higher than the estimated amounts. For calculation details, refer to the\n\n\u201cAdditional Information and Endnotes\" section.\n\nAll positions held in cash account unless indicated otherwise.\n\nTotal Cost does not include the cost basis on core, money market or other positions where cost basis is unknown or not applicable.\n\nh The stated Interest Rate is the interest rate effective for Cash Balances in your FDIC-Insured Deposit Sweep on the last day of the statement period.\n\nq Customers are responsible for monitoring their total assets at the Program Bank to determine the extent of available FDIC insurance. Subject to the terms of the customer agreement,\ncustomers are reminded that funds are swept to a Program Bank the business day following the date that funds are credited to your account and until swept to a Program Bank, funds are\n\ncovered by SIPC. For additional information, please see the FDIC-insured Deposit Sweep Disclosures on Fidelity.com.\n\nMR_CE _BKXWRPBBBNGFJ_BBBBB 20210528\n\n5 of 10\n\fCase 2:21-cv-03120-JVS-KES Document 100\n\nFiled 11/14/24\n\nPage 60 of 65 Page\n\n*EXCHANGED FOR CUSIP 53228T119*\nMER PAYOUT #REOR M0051327560000\n\nTotal Other Activity Out\n\nID #:2131\nFideli\ni oe STME ome \u00ae INVESTMENT REPORT\nMay 1, 2021 - May 31, 2021\nActivity\nSecurities Bought & Sold\nSettlement Symbol/ Transaction\nDate Security Name CUSIP Description Quantity Price Cost Cost Amount\n05/05 HUMBL INC COM 445010104 You Sold -1.000 $1.56500 $0.16 - $1.57\nTransaction Profit: $1.41\n05/07 MAXAR TECHNOLOGIES INC COM 57778K105 You Bought 25.000 28.60000 - -715.00\n05/25 ALTITUDE ACQUISITION CORP 02156Y111 You Bought 27.000 0.73000 - -19.71\nWTS EXP 11/30/2027\nTotal Securities Bought - - -$734.71\nTotal Securities Sold $0.16 - $1.57\nNet Securities Bought & Sold - -$733.14\nOther Activity In\nSettlement Symbol/ Transaction\nDate Security Name CUSIP Description Quantity Price Cost Cost Amount\n05/05 BRAXIA SCIENTIFIC CORP COM NPV 105736102 Name Changed 3,675.000 - - -\nISIN #CA1057361026 SEDOL #BMDW9Q5\nN/C FROM 15850D100 #REOR\nM0051326990001 o\n05/07 LIGHTNING EMOTORS INC 53228T119 Merger 105.000 - - -\nWTS EXP 05/18/2025 MER FROM\n37519D115 #REOR M0051327560001\nTotal Other Activity In - - &\u00a7\nSo\n8\nOther Activity Out a\nao\nSettlement Symbol/ Transaction a\nDate Security Name CUSIP Description Quantity Price Cost Cost Amount 2\n05/05 CHAMPIGNON BRANDS INC COM NPV 15850D100 Name Changed -3,675.000 - - - Q9\nISIN CA15850D1006 SEDOL BK4K470 N/C a\nTO 105736102 #REOR M0051326990000 a\n05/07 GIGCAPITAL3 INC WTS EXP 05/18/2025 37519D115 Merger -105.000 - - - ;\noO\nuw\nO\u00b0\nw\n=\n\n6 of 10\n\fCase 2:21-cv-03120-JVS-KES Document 100\n\nFidelity\n\nwmVveESTMeEnTS\n\nActivity\n\nCore Fund Activity\n\nFor more information about the operation of your core account, please refer to your Customer Agreement.\n\nSettlement Account\n\nID #:2132\n\nFiled 11/14/24 Page 61o0f65 Page\n\nINVESTMENT REPORT\n\nMay 1, 2021 - May 31, 2021\n\nDate Type Transaction Description Quantity Price Amount Balance\n\n05/05 CASH You Bought FDIC INSURED DEPOSIT AT BNY MELLON IRA 1.570 $1.0000 $1.57 $735.28\nNOT COVERED BY SIPC MORNING TRADE @ 1\n\n05/07 CASH You Sold FDIC INSURED DEPOSIT AT BNY MELLON IRA -715.000 1.0000 -715.00 20.28\nNOT COVERED BY SIPC MORNING TRADE @ 1\n\n05/25 CASH You Sold FDIC INSURED DEPOSIT AT BNY MELLON IRA -8.100 1.0000 -8.10 12.18\nNOT COVERED BY SIPC MORNING TRADE @ 1\n\n05/25 CASH You Sold FDIC INSURED DEPOSIT AT US BANK IRA -11.610 1.0000 -11.61 0.57\nNOT COVERED BY SIPC MORNING TRADE @ 1\n\nTotal Core Fund Activity -$733.14\n\nCost basis and gain/loss information is provided as a service to our customers and is based on standards for filing US Federal Tax Returns as determined by Fidelity. This information is not\nintended to address tax law or reporting requirements applicable in your country of tax residence.\n\nAdditional Information and Endnotes\n\nThe following interested party information is on file for your account:\n\nEstimated Annual Income (EAI) & Estimated Yield (EY) - EAI for fixed income is calculated using the coupon rate. For all other securities, EAl is calculated using an\nindicated annual dividend (IAD). The IAD is an estimate of a security's dividend payments for the next 12 months calculated based on prior and/or declared dividends for\nthat security. EY reflects only the income generated by an investment and not changes in its price which may fluctuate. Interest and dividend rates are subject to change at\nany time and may be affected by current and future economic, political and business conditions. EAl and EY are provided for informational purposes only and should not\nbe used or relied on for making investment, trading or tax decisions. EAl and EY are based on data obtained from information providers believed to be reliable, but no\nassurance can be made as to accuracy, timeliness or completeness. Please refer to the Help/Glossary on Fidelity.com for additional information regarding these\n\ncalculations.\n\ns\n\nMR_CE _BKXWRPBBBNGFJ_BBBBB 20210528\n\n7 of 10\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 62o0f65 Page\n\nID #:2133\nmcraig@strategicclaims.net\nFrom: mcraig @strategicclaims.net\nSent: Thursday Navemher 2? 2023 4\u00b058 PM\nTo:\nCec:\nSubject: Champignon / Braxia Claim #782\nAttachments: Final Champignon Long Notice and Claim Form.pdf\nImportance: High\n\nGood afternoon,\n\nThank you for responding to the letters requesting additional documentation that were send on 6/22/2023, 7/27/2023,\nand 9/6/2023 for claim #782.\n\nThank you for your patience while your claim and all documentation were reviewed.\n\nClaim #782 account 220757009 has resulted in a trading gain during the Settlement Class Period. Any claim whose\noverall transactions in Champignon Brands, Inc. n/k/a Braxia Scientific Corp. (\"Braxia\u201d) common stock during the\nSettlement Class Period resulted in a trading gain has a Recognized Claim of $0.00.\n\nPlease review the Court-approved Plan of Allocation on page 13 of the Notice states the overall calculation in paragraphs\n61 and 62 as well as footnotes 4 through 6 (see attached). The calculation is the purchase price per share minus $0.69\nper share (closing price on February 17, 2021).\n\nIf you have any further questions, please contact us at 866-274-4004, you can also visit our website\nhttps://www.strategicclaims.net/braxia/ for more information.\n\nThis is our final determination \u2014 if you do not agree with this determination, please respond to this email on or before\nNovember 12, 2023 with the reason why you do not agree and documentation to support your reason.\n\nRegards,\n\nMargie Craig\n\nProject Manager\nStrategic Claims Services\n600 North Jackson Street\nSuite 205\n\nMedia, PA 19063\n610-565-9202 x1005\n\nToll free 866-274-4004\nFax 610-565-7985\n\nIMPORTANT: The information contained in this message is confidential and is intended only for the named addressee(s).\nIf the reader of this message is not an intended recipient (or the individual responsible for the delivery of this message to\nan intended recipient), please be advised that any re-use, dissemination, distribution or copying of this message is\nprohibited. If you have received this message in error, please reply to the sender that you have received the message in\nerror and then delete it. Thank you\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 630f65 Page\n\nID #:2134\nmcraig@strategicclaims.net\nFrom:\nSent: Saturday, November 11, 2023 4:49 PM\nTo: mcraig@strategicclaims.net\nSubject: Re: Champignon / Braxia Claim #782\nHi,\n\n| do not agree with the determination and need explanation since I've not sold any shares. | think para 61 and\n62 are not applicable in my case.\n\nBased on the below clause\n\nTHE BASIS FOR CALCULATING YOUR RECOGNIZED LOSS:\n\nRecognized Loss for the Company\u2019s Common Stock Purchased During the Settlement Class\nPeriod will be calculated as follows:\n\n(A) For shares purchased during the Settlement Class Period and sold during the Settlement\nClass Period, the Recognized Loss per share will be the lesser of: (1) the inflation per\n\nshare upon purchase (as set forth in Inflation Table A below) less the inflation per share\nupon sale (as set forth in Inflation Table A below); or (2) the purchase price per share\n\nminus the sales price per share.\n\n(B) For shares purchased during the Settlement Class Period and sold during the period\nFebruary 18, 2021 through May 18, 2021, inclusive, the Recognized Loss will be the\n\nlesser of: (1) the inflation per share upon purchase (as set forth in Inflation Table A\n\nbelow); or (2) the difference between the purchase price per share and the average\n\nclosing price per share as of date of sale provided in Table B below.\n\n(C) For shares purchased during the Settlement Class Period and retained as of the close of\ntrading on May 18, 2021 the Recognized Loss will be the lesser of: (1) the inflation per\nshare upon purchase (as set forth in Inflation Table A below); or (2) the purchase price\nper share minus the 90-day lookback price of $.423\n\nper share.\n\nINFLATION TABLE A\n\nCommon Stock Purchased During the Settlement Class Period\nPeriod Inflation\n\nMarch 27, 2020 to June 21, 2020, inclusive $.25 per share\n\nJune 22, 2020 to February 16, 2021, inclusive $.09 per share\nFebruary 17, 2021 $.00 per share\n\nBased on the THE BASIS FOR CALCULATING YOUR RECOGNIZED LOSS and INFLATION TABLE A\nThe claim value should be $141.75\n\nI've purchased 350+1225 shares with $0.09 inflation per share and\n1320+780 shares with $0.00 inflation per share.\n\nIf the share are bought and\nBased on the inflation rate claim value should be 1575 * $.09 = $141.75\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 64o0f65 Page\nID #:2135\nIf I've not sold anything | think para 61 and 62 are not applicable in my case.\n\nThanks and Regards,\n\nOn Thu, Nov 2, 2023 at 3:58 PM wrote:\n\nGood afternoon,\n\nThank you for responding to the letters requesting additional documentation that were send on 6/22/2023, 7/27/2023,\nand 9/6/2023 for claim #782.\n\nThank you for your patience while your claim and all documentation were reviewed.\n\nClaim #782 account 220757009 has resulted in a trading gain during the Settlement Class Period. Any claim whose\noverall transactions in Champignon Brands, Inc. n/k/a Braxia Scientific Corp. (\"Braxia\u201d) common stock during the\nSettlement Class Period resulted in a trading gain has a Recognized Claim of $0.00.\n\nPlease review the Court-approved Plan of Allocation on page 13 of the Notice states the overall calculation in\nparagraphs 61 and 62 as well as footnotes 4 through 6 (see attached). The calculation is the purchase price per share\nminus $0.69 per share (closing price on February 17, 2021).\n\nIf you have any further questions, please contact us at 866-274-4004, you can also visit our website\nhttps://www.strategicclaims.net/braxia/ for more information.\n\nThis is our final determination \u2014 if you do not agree with this determination, please respond to this email on or\nbefore November 12, 2023 with the reason why you do not agree and documentation to support your reason.\n\nRegards,\n\fCase 2:21-cv-03120-JVS-KES Document100_ Filed 11/14/24 Page 65of65 Page\nID #:2136\n\nDisputing Claim\nClaim Number 782\nReason for Rejection: No Recognized Claim.\nThe Claimant had an overall market gain on their Settlement Class Period transactions.\n\nDetailed Explanation:\n\nAll 3,675 shares purchased for a total of $ 2,453.07 during the Settlement Class Period were still\nheld as of the close of trading on February 17, 2021 with a total ascribed holding value of\n$2,535.75 which resulted in an overall market gain of $82.68 with respect to the Claimant\u2019s\noverall transactions.\n\nThe response the Claimant provided did not change the basis for rejection or reflect or support\nany additional transactions beyond those contained in the original submission. Strategic Claims\nServices contacted the Claimant by email to further explain the reason for the rejection and,\nafter the explanation, the Claimant still requested the Court to review the Claim.\n\nTransactional History:\n\nDate of Transaction Transaction Type | Number of Shares | Price Per Share Total Price\n12/15/2020 Purchase 350 $0.76 $266.00\n2/17/2021 Purchase 780 $0.65 $507.00\n1/27/2021 Purchase 1225 $0.67 $820.75\n2/17/2021 Purchase 1320 $0.65 $859.32\n\n2/17/2021 Holding Value 3675 $0.69 $2,535.75\nTotal Market Gain ($82.68)\n\n","ocr_status":1,"date_upload":"2026-06-29T17:14:37.363851-07:00","document_number":"100","attachment_number":null,"pacer_doc_id":"031043659835","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration (Motion related)","acms_document_guid":""}],"date_created":"2024-11-14T13:03:15.616759-08:00","date_modified":"2026-04-20T23:53:34.314699-07:00","date_filed":"2024-11-14","time_filed":"12:51:50","entry_number":100,"recap_sequence_number":"2024-11-14.003","pacer_sequence_number":343,"description":"DECLARATION of Margery Craig In Support of NOTICE OF MOTION AND MOTION for Disbursement of Funds 98 filed by Plaintiff Michael G. Quinn. (Sadler, Casey) (Entered: 11/14/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/408237928/","id":408237928,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/420197549/","id":420197549,"tags":[],"absolute_url":"/docket/59811729/101/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2024-11-14T13:03:14.116217-08:00","date_modified":"2026-06-30T06:51:11.526249-07:00","sha1":"1e898838000b7f62ea974d383ab9c7ec1401ce19","page_count":8,"file_size":176199,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.101.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.101.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 101 Filed 11/14/24 Page 1 of 8 Page ID\n #:2137\n\n\n\n 1 Robert V. Prongay (SBN 270796)\n\n 2\n Casey E. Sadler (SBN 274241)\n GLANCY PRONGAY & MURRAY LLP\n 3 1925 Century Park East, Suite 2100\n 4 Los Angeles, California 90067\n Telephone: (310) 201-9150\n 5 Facsimile: (310) 201-9160\n 6 Email: rprongay@glancylaw.com\n Email: csadler@glancylaw.com\n 7\n\n 8 Counsel for Lead Plaintiff Michael G.\n Quinn and Lead Counsel for the Class\n 9\n\n 10 UNITED STATES DISTRICT COURT\n 11 CENTRAL DISTRICT OF CALIFORNIA\n 12\n\n 13\n JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n 14 Individually and On Behalf of All\n Others Similarly Situated, DECLARATION OF\n 15 SHARON M. MCGOWAN OF THE\n PUBLIC JUSTICE FOUNDATION\n 16 Plaintiff,\n 17 Date: December 16, 2024\n v. Time: 1:30 p.m.\n 18 Crtm: 10C\n 19 CHAMPIGNON BRANDS INC., Judge: James V. Selna\n GARETH BIRDSALL, and\n 20 MATTHEW FISH,\n\n 21\n Defendants.\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n DECLARATION OF SHARON MCGOWAN\n\fCase 2:21-cv-03120-JVS-KES Document 101 Filed 11/14/24 Page 2 of 8 Page ID\n #:2138\n\n\n\n 1 I, Sharon M. McGowan, declare as follows:\n 2 1. I am the Chief Executive Officer of the Public Justice Foundation, a\n 3 501(c)(3) non-profit charitable public foundation dedicated to advancing the public\n\n 4 interest, and Public Justice, P.C., a national public interest law firm that advances the\n\n 5 Public Justice Foundation\u2019s goals (collectively \u201cPublic Justice\u201d).\n\n 6 2. I understand that the above captioned matter is a class action brought by\n 7 investors alleging that Defendants disseminated materially false and misleading\n\n 8 information to the investing public regarding Braxia Scientific Corp. (formerly\n\n 9 \u201cChampignon Brands Inc.\u201d) in violation of federal securities law. I submit this\n\n 10 declaration in support of the designation of Public Justice as a cy pres recipient in this\n\n 11 case.\n\n 12 Efforts on Behalf of Investors\n 13 3. Leveraging cy pres and other resources, Public Justice has been proud to\n 14 advocate for investors who have been allegedly deceived by materially false and\n\n 15 misleading statements about a stock issuer.\n\n 16 4. For instance, in recent years, Public Justice has identified various efforts\n 17 to block cases alleging violations of federal and state securities laws for investors\n\n 18 through such devices as \u201closer pays rules\u201d and bans on class actions in initial public\n\n 19 offerings and corporate bylaws. We have been active in advocating for the ability of\n\n 20 shareholders to pursue their claims, and not to be barred or deterred from doing so.\n\n 21 5. Along with the Consumer Federation of America and other allies, Public\n 22 Justice is a leader in the Secure Our Savings coalition, a collection of more than 40\n\n 23 organizations (including consumer advocacy organizations, unions, religious groups,\n\n 24 and investor advocacy groups), that speak out strongly on behalf of investors and\n\n 25 against forced arbitration of shareholder claims. For particular pieces of advocacy,\n 26 we have enlisted the support of noteworthy allies, such as the American Legion. The\n\n 27 coalition has served as a resource for reporters, policy makers and the public, and has\n\n 28 engaged in advocacy directed at Congress and federal regulators. By way of example,\n\n DECLARATION OF SHARON MCGOWAN\n 1\n\fCase 2:21-cv-03120-JVS-KES Document 101 Filed 11/14/24 Page 3 of 8 Page ID\n #:2139\n\n\n\n 1 we have sent letters to the S.E.C. and Members of Congress speaking out against\n\n 2 terms that would bar or deter investors from pursuing claims under the federal and\n\n 3 state securities laws. Several of these letters led to both the S.E.C. announcing\n 4 changes in policy, and prompted several members of Congress to urge the S.E.C. to\n\n 5 do more to protect private lawsuits enforcing the securities laws.\n\n 6 6. Public Justice also provides valuable information to investors,\n 7 consumers, and others through publications, information clearinghouses, and\n\n 8 participation in educational seminars. We have invested in our communications\n 9 capacity to produce high-quality coverage and built strong relationships with key\n\n 10 media contacts.\n\n 11 7. As proposals to limit cases brought by investors under the federal and\n 12 states securities laws have gained prominence in recent years, Public Justice attorneys\n\n 13 have presented at educational programs aimed both at investors and attorneys who\n\n 14 represent them. Over the past several years, Public Justice attorneys have appeared\n\n 15 at more than two dozen continuing legal education programs, including programs of\n\n 16 the Institute for Law and Economic Policy, a public policy research and educational\n\n 17 foundation whose mission is to preserve, study and enhance investor and consumer\n\n 18 access to the civil justice system. Public Justice attorneys have also appeared at\n\n 19 several programs of the National Association of Shareholder and Consumer Attorneys\n\n 20 (NASCAT) to address threats to securities lawsuits. In addition, Public Justice\n 21 attorneys have spoken to, written for, and appeared at several events and programs\n\n 22 for audiences of institutional investors about threats to private enforcement of the\n\n 23 securities laws.\n\n 24 8. Public Justice staff have contributed to the scholarship on these issues\n 25 by writing articles and blog posts addressing threats to cases under the federal and\n\n 26 state securities laws, see, e.g., Amy Radon, \u201cSchwab Prefers No Regulation,\u201d May\n\n 27 31, 2013 (available at www.publicjustice.net/schwab-prefers-no-regulation/). We\n 28 have also co-authored op eds and other opinion pieces with notable public figures\n\n DECLARATION OF SHARON MCGOWAN\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 101 Filed 11/14/24 Page 4 of 8 Page ID\n #:2140\n\n\n\n 1 working on these issues, such as John Chiang, the former State Treasurer of\n\n 2 California, see, e.g., John Chiang and Amanda Werner, \u201cSEC Must Not Silence Voice\n\n 3 of Wells Fargo Investors,\u201d San Francisco Chronicle, April 22, 2018, (available at\n\n 4 www.sfchronicle.com/opinion/openforum/article/SEC-must-not-silence-voice-of-\n\n 5 Wells-Fargo-12852555.php).\n\n 6 Public Justice Participation in Amicus Briefs in Securities Cases\n 7 9. Public Justice has also filed amicus briefs in support of investors in\n 8 several key cases in recent years. Some illustrations of this work include:\n\n 9 A. Macquarie Infrastructure Corp. v Moab Partners, L.P., 601 U.S. 257\n 10 (2024). Public Justice co-authored a brief on behalf of several amici to\n 11 underscore the importance of the implied private right of action under\n 12 Section 10(b) of the Securities Exchange Act of 1934 and explain why a\n 13 broader view of the private right of action would not result in a flood of\n 14 frivolous litigation.\n 15 B. Erica P. John Fund, Inc. v. Halliburton Co., 573 U.S. 258 (2014). Public\n 16 Justice joined in an amicus brief arguing for the preservation of long-\n 17 standing U.S. Supreme Court precedent supporting investors\u2019 ability to\n 18 argue for class action treatment of securities claims based upon a\n 19 presumption that markets operate efficiently.\n 20 C. In the Matter of Department of Enforcement Complainant v. Charles\n 21 Schwab & Co. Inc. (FINRA National Adjudicatory Council, No.\n 22 2011029760201, 2014). Public Justice submitted, with AARP and the\n 23 National Consumer Law Center, an amici curiae brief challenging\n 24 Schwab\u2019s position that the Federal Arbitration Act (FAA) preempts FINRA\n 25 rules, and therefore allows brokerage houses to amend its investor contracts\n 26 to ban class actions by shareholders bringing securities-related claims.\n 27 D. Amgen, Inc. v. Connecticut Retirement Plans and Trust Funds, No. 11-1085,\n 28 slip op. (U.S., Feb. 27, 2013). Public Justice submitted an amici curiae brief\n\n DECLARATION OF SHARON MCGOWAN\n 3\n\fCase 2:21-cv-03120-JVS-KES Document 101 Filed 11/14/24 Page 5 of 8 Page ID\n #:2141\n\n\n\n 1 in support of investors who were allegedly defrauded by pharmaceutical\n 2 giant Amgen, a leading manufacturer of drugs. The case involved a\n 3 challenge to the district court certification for class action treatment of a\n 4 securities action against Amgen alleging that the company knowingly or\n 5 recklessly made materially misleading statements and omissions concerning\n 6 two of Amgen\u2019s flagship products; we refuted Amgen\u2019s arguments that\n 7 securities lawsuits unfairly target the pharmaceutical industry with frivolous\n 8 litigation.\n 9 E. Roberts v. Triquint Semiconductor, Inc., 364 P.3d 328 (Ore. 2015). In this\n 10 case in the Oregon Supreme Court, the defendant sought to force the\n 11 adoption of a new forum selection by-law without the vote of the\n 12 corporation\u2019s stockholders, effectively eliminating shareholders\u2019 ability to\n 13 bring the defendant to court for any wrongdoing. Public Justice joined an\n 14 amici curiae brief that argued, among other things, that such anti-investor\n 15 by-law changes should not be permissible where individuals have not\n 16 agreed to them.\n 17 10. Public Justice has also filed a host of amicus briefs in federal and state\n 18 appellate courts on other issues relating to the civil justice system in cases that did not\n\n 19 involve securities claims.\n\n 20 Cy Pres Awards To Public Justice In Securities Related Cases\n 21 11. Because of Public Justice\u2019s record of success and commitment to\n 22 ensuring that cy pres awards are properly used, numerous courts have directed that\n\n 23 the Public Justice Foundation be awarded cy pres funds. Since 2010, we have\n\n 24 gratefully received the following cy pres designations originating from the following\n\n 25 securities related cases:\n\n 26 A. In re Qudian Inc. Securities Litigation, No. 1:17-cv-09741-JMF (S.D.N.Y.);\n 27 B. In re Braskem S.A. Securities Litigation, No. 1:15-cv-05132-PAE\n 28 (S.D.N.Y.);\n\n DECLARATION OF SHARON MCGOWAN\n 4\n\fCase 2:21-cv-03120-JVS-KES Document 101 Filed 11/14/24 Page 6 of 8 Page ID\n #:2142\n\n\n\n 1 C. Noble v. Greenberg Traurig, No. RC 11593201 (Cal. Super. Ct., Alameda\n 2 County);\n 3 D. In re Mannkind Corp. Securities Litigation, No. 2:11-cv-00929-GAF-SS\n 4 (C.D. Cal.);\n 5 E. In re Iomega Securities Litigation, No. 3:86-cv-00257 (D. Conn.);\n 6 F. In re Coastal Physicians Group Securities Litigation, No. 1:95-cv-00306\n 7 (M.D.N.C.);\n 8 G. Leumi Gemel, Ltd. v. ECtel, Ltd., et al., No. 8:04-cv-03380-RWT (D. Md.);\n 9 H. Gross v. Medaphis Corp., No. 1:96-cv-02088-TWT (N.D. Ga.);\n 10 I. Hoffman vs. Avant! Corporation, et al, No. 5:97-cv-20698 (N.D. Cal.);\n 11 J. In re Hovnanian Enterprises, Inc. Securities Litigation, No. 2:08-cv-00999\n 12 (SDW) (MCA) (D.N.J.);\n 13 K. Scheiner v. i2 Technologies, Inc., et al., No. 3:01-cv-00418-L (N.D. Tex.);\n 14 L. In re FLAG Telecom Holdings, Ltd. Securities Litigation, No. 1:02-cv-\n 15 03400-CM-PED (S.D.N.Y.);\n 16 M. Crotteau v. Addus Homecare Corporation, et al., No. 1:10-cv-01937, (N.D.\n 17 Ill.);\n 18 N. Jiangchen v. Rentech Inc., et al., No. 17-cv-01490-GW-FFM (C.D. Cal.);\n 19 O. In re Rambus Securities Litigation, Nos. 5:06-cv-04346-JF; C-07-1238-\n 20 RMV (N.D. Cal.);\n 21 P. Bachow v. Swank Energy Income Advisers LP, et al., No. 3:09-cv-00262-K\n 22 (N.D. Tex.); and\n 23 Q. Yaron v. Intersect ENT, Inc., et al., No. 4:19-cv-02647-JSW (N.D. Cal.).\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n DECLARATION OF SHARON MCGOWAN\n 5\n\fCase 2:21-cv-03120-JVS-KES Document 101 Filed 11/14/24 Page 7 of 8 Page ID\n #:2143\n\n\n\n 1 I declare under penalty of perjury under the laws of the United States of\n 2 America that the foregoing is true and correct.\n\n 3 Executed this 17th day of October 2024.\n 4\n\n 5\n\n 6 _____________________\n 7 Sharon M. McGowan\n Chief Executive Officer, Public Justice\n 8\n\n 9\n\n 10\n\n 11\n\n 12\n\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n DECLARATION OF SHARON MCGOWAN\n 6\n\fCase 2:21-cv-03120-JVS-KES Document 101 Filed 11/14/24 Page 8 of 8 Page ID\n #:2144\n\n\n\n 1 PROOF OF SERVICE BY ELECTRONIC POSTING\n 2 I, the undersigned say:\n 3 I am not a party to the above case, and am over eighteen years old. On\n 4 November 14, 2024, I served true and correct copies of the foregoing document, by\n\n 5 posting the document electronically to the ECF website of the United States District\n\n 6 Court for the Central District of California, for receipt electronically by the parties\n\n 7 listed on the Court\u2019s Service List.\n\n 8 I affirm under penalty of perjury under the laws of the United States of America\n 9 that the foregoing is true and correct. Executed on November 14, 2024.\n\n 10\n\n 11 /s/ Casey E. Sadler\n 12\n Casey E. Sadler\n\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\f","ocr_status":2,"date_upload":"2026-06-29T17:14:22.860092-07:00","document_number":"101","attachment_number":null,"pacer_doc_id":"031043659897","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration (Motion related)","acms_document_guid":""}],"date_created":"2024-11-14T13:03:14.104816-08:00","date_modified":"2026-04-20T23:53:34.361386-07:00","date_filed":"2024-11-14","time_filed":"12:55:45","entry_number":101,"recap_sequence_number":"2024-11-14.004","pacer_sequence_number":346,"description":"DECLARATION of Sharon M. McGowan In Support of NOTICE OF MOTION AND MOTION for Disbursement of Funds 98 filed by Plaintiff Michael G. Quinn. (Sadler, Casey) (Entered: 11/14/2024)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/242588429/","id":242588429,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/248750935/","id":248750935,"tags":[],"absolute_url":"/docket/59811729/97/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-03-16T17:34:27.022801-07:00","date_modified":"2026-04-21T04:51:25.504743-07:00","sha1":"7a189fd9633e0688e4d519484e657482affdcad4","page_count":4,"file_size":227616,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.97.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.97.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Cas@\n\noo wa IN DB A FS WY NY\n\nea ee\nN A FSP WW NYO KH CO\n\n2:21-cv-03120-JVS-KES Document97 Filed 03/16/23. Pagelof4 Page ID\n#:2046\n\nUNITED STATES DISTRICT COURT\nCENTRAL DISTRICT OF CALIFORNIA\n\nJEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\nIndividually and On Behalf of All\nOthers Similarly Situated, Honorable James V. Selna\n\nPlaintiff,\nV.\n\nCHAMPIGNON BRANDS INC.,\nGARETH BIRDSALL, and\nMATTHEW FISH,\n\nDefendants.\n\nNY NY KN NY NY NY NY WY NY YF FF KS\noOo nN DB FSP WO NY KY DOD OO fC a\n\nRO Ard ORDER AWARDING ATTORNEYS\u2019 FEES\nAND REIMBURSEMENT OF LITIGATION EXPENSES\n\nThis matter came on for hearing on February 27, 2023 (the \u201cSettlement\nHearing\u201d) on Lead Counsel\u2019s motion for an award of attorneys\u2019 fees and\nreimbursement of Litigation Expenses. The Court having considered all matters\nsubmitted to it at the Settlement Hearing and otherwise; and it appearing that notice\nof the Settlement Hearing substantially in the form approved by the Court was\nmailed to all Settlement Class Members who or which could be identified with\nreasonable effort, and that a summary notice of the hearing substantially in the form\napproved by the Court was transmitted over the Globe Newswire pursuant to the\n\nspecifications of the Court; and the Court having considered and determined the\n\n\fCasq\n\noo wa IN DB A FS WY NY\n\nNO DO KN KN KN HN KO KN KN HH He He FF FR Fr Oe ee\noOo SN DWN mM BPW NY KF CO OBO FAN DWBA BP WD NY KH CO\n\nI\n\n2:21-cv-03120-JVS-KES Document97 Filed 03/16/23. Page2of4 Page ID\n#:2047\n\nfairness and reasonableness of the award of attorneys\u2019 fees and Litigation Expenses\nrequested,\n\nNOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n\n1. This Order incorporates by reference the definitions in the Stipulation\nand Agreement of Settlement dated April 6, 2022 (ECF No. 65-1) (the\n\u201cStipulation\u2019\u2019) and all capitalized terms not otherwise defined herein shall have the\nsame meanings as set forth in the Stipulation.\n\n2. The Court has jurisdiction to enter this Order and over the subject\nmatter of the Action and all parties to the Action, including all Settlement Class\nMembers.\n\n3. Notice of Lead Counsel\u2019s motion for an award of attorneys\u2019 fees and\nreimbursement of Litigation Expenses was given to all Settlement Class Members\nwho could be identified with reasonable effort. The form and method of notifying\nthe Settlement Class of the motion for an award of attorneys\u2019 fees and expenses\nsatisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure, the\nPrivate Securities Litigation Reform Act of 1995 (1S_US.C. \u00a7 78u-4(a\\(7)), due\n\nprocess, and all other applicable law and rules, constituted the best notice\npracticable under the circumstances, and constituted due and sufficient notice to all\npersons and entities entitled thereto.\n\n4, Lead Counsel are hereby awarded attorneys\u2019 fees in the amount of 25%\nof the Settlement Fund and $23,953.30 in reimbursement of Lead Counsel\u2019s\nlitigation expenses (which fees and expenses shall be paid from the Settlement\nFund), which sums the Court finds to be fair and reasonable.\n\n5. In making this award of attorneys\u2019 fees and reimbursement of expenses\nto be paid from the Settlement Fund, the Court has considered and found that:\n\nA. The Settlement has created a fund consisting of $1,000,000 in\ncash that has been funded into escrow pursuant to the terms of the Stipulation,\nand that numerous Settlement Class Members who submit acceptable Claim\n\n2\n\n\fCasq\n\noo wa IN DB A FS WY NY\n\nNO DO KN KN KN HN KO KN KN HH He He FF FR Fr Oe ee\noOo SN DWN mM BPW NY KF CO OBO FAN DWBA BP WD NY KH CO\n\nI\n\n2:21-cv-03120-JVS-KES Document97 _ Filed 03/16/23. Page 3of4 Page ID\n#:2048\n\nForms will benefit from the Settlement that occurred because of the efforts of\n\nPlaintiffs Counsel;\n\nB. Copies of the Postcard Notice were mailed and links to the\nNotice and Claim Form were emailed to over 37,481 potential Settlement\nClass Members and nominees stating that Lead Counsel would apply for\nattorneys\u2019 fees in an amount not to exceed 33\u20194% of the Settlement Fund and\nreimbursement of Litigation Expenses in an amount not to exceed $25,000.\nThere were no objections to the requested attorneys\u2019 fees and expenses;\n\nC. Lead Counsel has conducted the litigation and achieved the\nSettlement with skill, perseverance and diligent advocacy;\n\nD. The Action raised a number of complex issues;\n\nE. Had Lead Counsel not achieved the Settlement there would\nremain a significant risk that Lead Plaintiff and the other members of the\nSettlement Class may have recovered less or nothing from Defendants;\n\nF. Lead Counsel undertook the Action on a fully contingent basis,\nthereby assuming the risk of loss;\n\nG. \u2014 Lead Counsel devoted over 303.90 hours, with a lodestar value\nof approximately $182,872.50 to achieve the Settlement; and\n\nH. The amount of attorneys\u2019 fees awarded and expenses to be\nreimbursed from the Settlement Fund are fair and reasonable and consistent\nwith awards in similar cases.\n\n6. Lead Plaintiff Michael G. Quinn is hereby awarded $1,000 from the\nSettlement Fund as reimbursement for his reasonable costs and expenses directly\nrelated to his representation of the Settlement Class.\n\n7. Any appeal or any challenge affecting this Court\u2019s approval regarding\nany attorneys\u2019 fees and expense application shall in no way disturb or affect the\n\nfinality of the Judgment.\n\n\fCas\u00e9\n\nC0 A ND On FF W NY KF\n\nNM NO NO HN NHN WN NY NO NO RRR RRR Rr OO REReO R R\non Nn On F&F. WO NY KF CO UO WnaANnY Dn ff. WY NY KF O&O\n\nny\n\n2:21-cv-03120-JVS-KES Document97 Filed 03/16/23. Page4of4 Page ID\n#:2049\n\n8. Exclusive jurisdiction is hereby retained over the parties and the\nSettlement Class Members for a period of five (5) years for all matters relating to\nthis Action, including the administration, interpretation, effectuation or enforcement\nof the Stipulation and this Order.\n\n9. In the event that the Settlement is terminated or the Effective Date of\nthe Settlement otherwise fails to occur, this Order shall be rendered null and void to\nthe extent provided by the Stipulation.\n\n10. There is no just reason for delay in the entry of this Order, and\nimmediate entry by the Clerk of the Court is expressly directed.\n\nSO ORDERED this 16th \u2014 day of March _, 2023.\n\nJl\n\nThe Honora\u00a5le James V. Selna\nUnited States District Judge\n\n","ocr_status":1,"date_upload":"2026-04-20T23:50:35.081365-07:00","document_number":"97","attachment_number":null,"pacer_doc_id":"031039659043","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Settlement","acms_document_guid":""}],"date_created":"2023-03-16T17:34:27.011518-07:00","date_modified":"2026-04-20T23:53:34.174971-07:00","date_filed":"2023-03-16","time_filed":"17:20:29","entry_number":97,"recap_sequence_number":"2023-03-16.001","pacer_sequence_number":336,"description":"ORDER AWARDING ATTORNEYS' FEES AND EXPENSES REIMBURSEMENT OF LITIGATION EXPENSES by Judge James V. Selna: IT IS HEREBY ORDERED THAT: This Order incorporates by reference the definitions in the Stipulation and Agreement of Settlement dated April 6, 2022 (ECF No. 65-1) (the \"Stipulation\") and all capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Stipulation. Lead Counsel are hereby awarded attorneys' fees in the amount of 25% of the Settlement Fund and $23,953.30 in reimbursement of Lead Counsel's litigation expenses (which fees and expenses shall be paid from the Settlement Fund), which sums the Court finds to be fair and reasonable. Lead Plaintiff Michael G. Quinn is hereby awarded $1,000 from the Settlement Fund as reimbursement for his reasonable costs and expenses directly related to his representation of the Settlement Class. Granting 89 MOTION for Settlement. [SEE DOCUMENT FOR FURTHER INFORMATION.] (es) (Entered: 03/16/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/224933171/","id":224933171,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/231068863/","id":231068863,"tags":[],"absolute_url":"/docket/59811729/96/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-03-02T17:01:43.935589-08:00","date_modified":"2026-04-20T23:53:34.146811-07:00","sha1":"a108870adecc387c043ed4325a808b0befaf3a07","page_count":12,"file_size":156982,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.96.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.96.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 1 of 12 Page ID #:2034\n\n\n\n\n 1\n 2 JS-6\n 3\n 4\n 5\n 6\n 7\n 8\n UNITED STATES DISTRICT COURT\n 9 CENTRAL DISTRICT OF CALIFORNIA\n 10\n JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n 11 Individually and On Behalf of All\n Others Similarly Situated, Honorable James V. Selna\n 12\n Plaintiff,\n 13\n v.\n 14\n CHAMPIGNON BRANDS INC.,\n 15 GARETH BIRDSALL, and\n MATTHEW FISH,\n 16\n Defendants.\n 17\n 18 JUDGMENT APPROVING CLASS ACTION SETTLEMENT\n 19 WHEREAS, a consolidated class action is pending in this Court entitled\n 20\n Schneider v. Champignon Brands, Inc., et al., Case No. 2:21-cv-03120 (the \u201cAction\u201d);\n 21\n 22 WHEREAS, (a) Lead Plaintiff Michael G. Quinn, on behalf of himself and the\n\n 23 Settlement Class (defined below), and (b) defendant Champignon Brands Inc. n/k/a\n 24\n Braxia Scientific Corp., (\u201cBraxia\u201d), and defendants Gareth Birdsall, Roger McIntyre,\n 25\n 26 Stephen Brohman, and Matthew Fish (collectively, the \u201cIndividual Defendants\u201d; and,\n 27 together with Braxia, the \u201cDefendants\u201d; and together with Lead Plaintiff, the\n 28\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 2 of 12 Page ID #:2035\n\n\n\n\n 1 \u201cParties\u201d) have entered into a Stipulation and Agreement of Settlement dated April 6,\n 2\n 2022 (the \u201cStipulation\u201d), that provides for a complete dismissal with prejudice of the\n 3\n claims asserted against Defendants in the Action on the terms and conditions set forth\n 4\n 5 in the Stipulation, subject to the approval of this Court (the \u201cSettlement\u201d);\n 6\n WHEREAS, unless otherwise defined in this Judgment, the capitalized terms\n 7\n 8 herein shall have the same meaning as they have in the Stipulation;\n 9 WHEREAS, by Order dated November 4, 2022 (the \u201cPreliminary Approval\n 10\n Order\u201d), this Court: (a) preliminarily approved the Settlement; (b) certified the\n 11\n 12 Settlement Class solely for purposes of effectuating the Settlement; (c) ordered that\n 13 notice of the proposed Settlement be provided to potential Settlement Class Members;\n 14\n (d) provided Settlement Class Members with the opportunity either to exclude\n 15\n 16 themselves from the Settlement Class or to object to the proposed Settlement; and (e)\n 17 scheduled a hearing regarding final approval of the Settlement;\n 18\n WHEREAS, due and adequate notice has been given to the Settlement Class;\n 19\n 20 WHEREAS, the Court conducted a hearing on February 27, 2023 (the\n\n 21 \u201cSettlement Hearing\u201d) to consider, among other things, (a) whether the terms and\n 22\n conditions of the Settlement are fair, reasonable and adequate to the Settlement Class,\n 23\n 24 and should therefore be approved; and (b) whether a judgment should be entered\n 25 dismissing the Action with prejudice as against Defendants; and\n 26\n WHEREAS, the Court having reviewed and considered the Stipulation, all\n 27\n 28 papers filed and proceedings held herein in connection with the Settlement, all oral\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 3 of 12 Page ID #:2036\n\n\n\n\n 1 and written comments received regarding the Settlement, and the record in the Action,\n 2\n and good cause appearing therefor;\n 3\n IT IS HEREBY ORDERED, ADJUDGED AND DECREED:\n 4\n 5 1. Jurisdiction \u2013 The Court has jurisdiction over the subject matter of the\n 6\n Action, and all matters relating to the Settlement, as well as personal jurisdiction over\n 7\n 8 all of the Parties and each of the Settlement Class Members.\n 9 2. Incorporation of Settlement Documents \u2013 This Judgment incorporates\n 10\n and makes a part hereof: (a) the Stipulation filed with the Court on April 7, 2022; and\n 11\n 12 (b) the Notice, the Summary Notice, and the Postcard Notice, all of which were filed\n 13 with the Court on April 7, 2022.\n 14\n 3. Class Certification for Settlement Purposes \u2013 The Court hereby\n 15\n 16 affirms its determinations in the Preliminary Approval Order certifying, for the\n 17 purposes of the Settlement only, the Action as a class action pursuant to Rules 23(a)\n 18\n and (b)(3) of the Federal Rules of Civil Procedure on behalf of the Settlement Class\n 19\n 20 consisting of all persons and entities that purchased or acquired Braxia shares on the\n 21 OTC Market between March 27, 2020 and February 17, 2021, inclusive (the\n 22\n \u201cSettlement Class Period\u201d) and were injured thereby. Excluded from the Settlement\n 23\n 24 Class are (a) persons who suffered no compensable losses; and (b) (i) Defendants; (ii)\n 25 the legal representatives, heirs, successors, assigns, and members of the immediate\n 26\n families of the Individual Defendants; (iii) the parents, subsidiaries, assigns,\n 27\n 28 successors, predecessors and affiliates of Braxia; (iv) any person who served as an\n 3\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 4 of 12 Page ID #:2037\n\n\n\n\n 1 Officer and/or director of Braxia during the Settlement Class Period; (v) any entity in\n 2\n which any of the foregoing (i)-(iv) excluded persons have or had a majority ownership\n 3\n interest during the Settlement Class Period; (c) any trust of which any Individual\n 4\n 5 Defendant is the grantor or settlor or which is for the benefit of any Individual\n 6\n Defendant and/or member(s) of his or her immediate family; and (d) Defendants\u2019\n 7\n 8 liability insurance carriers. [Also excluded from the Settlement Class are the persons\n 9 and entities listed on Exhibit 1 hereto who or which are excluded from the Settlement\n 10\n Class pursuant to request.]\n 11\n 12 4. Adequacy of Representation \u2013 Pursuant to Rule 23 of the Federal Rules\n\n 13 of Civil Procedure, and for the purposes of the Settlement only, the Court hereby\n 14\n affirms its determinations in the Preliminary Approval Order certifying Lead Plaintiff\n 15\n 16 as Class Representative for the Settlement Class and appointing Lead Counsel as\n 17 Class Counsel for the Settlement Class. Lead Plaintiff and Lead Counsel have fairly\n 18\n and adequately represented the Settlement Class both in terms of litigating the Action\n 19\n 20 and for purposes of entering into and implementing the Settlement and have satisfied\n 21 the requirements of Federal Rules of Civil Procedure 23(a)(4) and 23(g), respectively.\n 22\n 5. Notice \u2013 The Court finds that the emailing of a link to the webpage\n 23\n 24 hosting an electronic version of the Notice, the dissemination of the Postcard Notice,\n 25 the online posting of the Notice, and the publication of the Summary Notice: (a) were\n 26\n implemented in accordance with the Preliminary Approval Order; (b) constituted the\n 27\n 28 best notice practicable under the circumstances; (c) constituted notice that was\n 4\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 5 of 12 Page ID #:2038\n\n\n\n\n 1 reasonably calculated, under the circumstances, to apprise Settlement Class Members\n 2\n of (i) the pendency of the Action; (ii) the effect of the proposed Settlement (including\n 3\n the Releases to be provided thereunder); (iii) Lead Counsel\u2019s motion for an award of\n 4\n 5 attorneys\u2019 fees and reimbursement of Litigation Expenses; (iv) their right to object to\n 6\n any aspect of the Settlement, the Plan of Allocation and/or Lead Counsel\u2019s motion for\n 7\n 8 attorneys\u2019 fees and reimbursement of Litigation Expenses; (v) their right to exclude\n 9 themselves from the Settlement Class; and (vi) their right to appear at the Settlement\n 10\n Hearing; (d) constituted due, adequate, and sufficient notice to all persons and entities\n 11\n 12 entitled to receive notice of the proposed Settlement; and (e) satisfied the\n 13 requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States\n 14\n Constitution (including the Due Process Clause), the Private Securities Litigation\n 15\n 16 Reform Act of 1995, 15 U.S.C. \u00a7 78u-4, as amended, and all other applicable law and\n 17 rules.\n 18\n 6. Final Settlement Approval and Dismissal of Claims \u2013 Pursuant to, and\n 19\n 20 in accordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby\n 21 fully and finally approves the Settlement set forth in the Stipulation in all respects\n 22\n (including, without limitation: the amount of the Settlement; the Releases provided\n 23\n 24 for therein; and the dismissal with prejudice of the claims asserted against Defendants\n 25 in the Action), and finds that the Settlement is, in all respects, fair, reasonable and\n 26\n adequate to the Settlement Class. The Parties are directed to implement, perform and\n 27\n 28 consummate the Settlement in accordance with the terms and provisions contained in\n 5\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 6 of 12 Page ID #:2039\n\n\n\n\n 1 the Stipulation.\n 2\n 7. The Action and all of the claims asserted against Defendants in the\n 3\n Action by Lead Plaintiff and the other Settlement Class Members are hereby\n 4\n 5 dismissed with prejudice. The Parties shall bear their own costs and expenses, except\n 6\n as otherwise expressly provided in the Stipulation.\n 7\n 8 8. Binding Effect \u2013 The terms of the Stipulation and of this Judgment shall\n\n 9 be forever binding on Defendants, Lead Plaintiff and all other Settlement Class\n 10\n Members (regardless of whether or not any individual Settlement Class Member\n 11\n 12 submits a Claim Form or seeks or obtains a distribution from the Net Settlement\n 13 Fund), as well as their respective successors and assigns. [The persons and entities\n 14\n listed on Exhibit 1 hereto are excluded from the Settlement Class pursuant to request\n 15\n 16 and are not bound by the terms of the Stipulation or this Judgment.]\n 17 9. Releases \u2013 The Releases set forth in paragraphs 6 and 7 of the\n 18\n Stipulation, together with the definitions contained in paragraph 1 of the Stipulation\n 19\n 20 relating thereto, are expressly incorporated herein in all respects. The Releases are\n 21 effective as of the Effective Date. Accordingly, this Court orders that:\n 22\n (a) Without further action by anyone, and subject to paragraph 10\n 23\n 24 below, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other\n 25 Settlement Class Members, on behalf of themselves, and their respective successors\n 26\n or assigns, in their capacities as such, shall be deemed to have, and by operation of\n 27\n 28 law and of this Judgment shall have, fully, finally and forever waived, released,\n 6\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 7 of 12 Page ID #:2040\n\n\n\n\n 1 discharged, and dismissed each and every Released Plaintiff\u2019s Claim against\n 2\n Defendants and the other Defendants\u2019 Releasees, and shall forever be enjoined from\n 3\n prosecuting any or all of the Released Plaintiff\u2019s Claims against any of the\n 4\n 5 Defendants\u2019 Releasees. This Release shall not apply to any of the Excluded Claims\n 6\n (as that term is defined in paragraph 1(t) of the Stipulation).\n 7\n 8 (b) Without further action by anyone, and subject to paragraph 10\n\n 9 below, upon the Effective Date of the Settlement, Defendants, on behalf of\n 10\n themselves, and their respective successors or assigns, in their capacities as such, shall\n 11\n 12 be deemed to have, and by operation of law and of this Judgment shall have, fully,\n 13 finally and forever waived, released, discharged, and dismissed each and every\n 14\n Released Defendants\u2019 Claim against Lead Plaintiff and the other Plaintiff\u2019s Releasees,\n 15\n 16 and shall forever be enjoined from prosecuting any or all of the Released Defendants\u2019\n 17 Claims against any of the Plaintiff\u2019s Releasees. [This Release shall not apply to any\n 18\n person or entity listed on Exhibit 1 hereto.]\n 19\n 20 10. Notwithstanding paragraphs 9(a) \u2013 (b) above, nothing in this Judgment\n\n 21 shall bar any action by any of the Parties to enforce or effectuate the terms of the\n 22\n Stipulation or this Judgment.\n 23\n 24 11. Rule 11 Findings \u2013 The Court finds and concludes that the Parties and\n\n 25 their respective counsel have complied in all respects with the requirements of Rule\n 26\n 11 of the Federal Rules of Civil Procedure in connection with the institution,\n 27\n 28 prosecution, defense, and settlement of the Action.\n 7\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 8 of 12 Page ID #:2041\n\n\n\n\n 1 12. No Admissions \u2013 Neither this Judgment, the Term Sheet, the Stipulation\n 2\n (whether or not consummated), including the exhibits thereto and the Plan of\n 3\n Allocation contained therein (or any other plan of allocation that may be approved by\n 4\n 5 the Court), the negotiations leading to the execution of the Term Sheet and the\n 6\n Stipulation, nor any proceedings taken pursuant to or in connection with the Term\n 7\n 8 Sheet, the Stipulation and/or approval of the Settlement (including any arguments\n 9 proffered in connection therewith):\n 10\n 11 (a) shall be offered against any of the Defendants\u2019 Releasees as\n 12 evidence of, or construed as, or deemed to be evidence of any presumption,\n 13\n concession, or admission by any of the Defendants\u2019 Releasees with respect to the truth\n 14\n 15 of any fact alleged by Lead Plaintiff or the validity of any claim that was or could\n 16 have been asserted or the deficiency of any defense that has been or could have been\n 17\n asserted in this Action or in any other litigation, or of any liability, negligence, fault,\n 18\n 19 or other wrongdoing of any kind of any of the Defendants\u2019 Releasees or in any way\n 20 referred to for any other reason as against any of the Defendants\u2019 Releasees, in any\n 21\n civil, criminal or administrative action or proceeding, other than such proceedings as\n 22\n 23 may be necessary to effectuate the provisions of the Stipulation;\n 24\n 25 (b) shall be offered against any of the Plaintiff\u2019s Releasees, as\n\n 26 evidence of, or construed as, or deemed to be evidence of any presumption,\n 27\n concession or admission by any of the Plaintiff\u2019s Releasees that any of their claims\n 28\n 8\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 9 of 12 Page ID #:2042\n\n\n\n\n 1 are without merit, that any of the Defendants\u2019 Releasees had meritorious defenses, or\n 2\n that damages recoverable under the Complaint would not have exceeded the\n 3\n Settlement Amount or with respect to any liability, negligence, fault or wrongdoing\n 4\n 5 of any kind, or in any way referred to for any other reason as against any of the\n 6\n Plaintiff\u2019s Releasees, in any civil, criminal or administrative action or proceeding,\n 7\n 8 other than such proceedings as may be necessary to effectuate the provisions of the\n 9 Stipulation; or\n 10\n 11 (c) shall be construed against any of the Releasees as an admission,\n 12 concession, or presumption that the consideration to be given under the Settlement\n 13\n represents the amount which could be or would have been recovered after trial;\n 14\n 15 provided, however, that the Parties and the Releasees and their respective counsel\n 16 may refer to this Judgment and the Stipulation to effectuate the protections from\n 17\n liability granted hereunder and thereunder or otherwise to enforce the terms of the\n 18\n 19 Settlement.\n 20 13. Retention of Jurisdiction \u2013 Without affecting the finality of this\n 21\n Judgment in any way, this Court retains continuing and exclusive jurisdiction over:\n 22\n 23 (a) the Parties for purposes of the administration, interpretation, implementation and\n 24\n enforcement of the Settlement; (b) the disposition of the Settlement Fund; (c) any\n 25\n motion for an award of attorneys\u2019 fees and/or Litigation Expenses by Lead Counsel\n 26\n 27 in the Action that will be paid from the Settlement Fund; (d) any motion to approve\n 28\n 9\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 10 of 12 Page ID #:2043\n\n\n\n\n 1 the Plan of Allocation; (e) any motion to approve the Class Distribution Order; and\n 2\n (f) the Settlement Class Members for all matters relating to the Action.\n 3\n 14. Separate orders shall be entered regarding approval of a plan of\n 4\n 5 allocation and the motion of Lead Counsel for an award of attorneys\u2019 fees and\n 6\n reimbursement of Litigation Expenses. Such orders shall in no way affect or delay\n 7\n 8 the finality of this Judgment and shall not affect or delay the Effective Date of the\n 9 Settlement.\n 10\n 15. Modification of the Agreement of Settlement \u2013 Without further\n 11\n 12 approval from the Court, Lead Plaintiff and Defendants are hereby authorized to agree\n 13 to and adopt such amendments or modifications of the Stipulation or any exhibits\n 14\n attached thereto to effectuate the Settlement that: (a) are not materially inconsistent\n 15\n 16 with this Judgment; and (b) do not materially limit the rights of Settlement Class\n 17 Members in connection with the Settlement. Without further order of the Court, Lead\n 18\n Plaintiff and Defendants may agree to reasonable extensions of time to carry out any\n 19\n 20 provisions of the Settlement.\n 21 16. Termination of Settlement \u2013 If the Settlement is terminated as provided\n 22\n in the Stipulation or the Effective Date of the Settlement otherwise fails to occur, this\n 23\n 24 Judgment shall be vacated, rendered null and void and be of no further force and\n 25 effect, except as otherwise provided by the Stipulation, and this Judgment shall be\n 26\n without prejudice to the rights of Lead Plaintiff, the other Settlement Class Members\n 27\n 28 and Defendants, and the Parties shall revert to their respective positions in the Action\n 10\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 11 of 12 Page ID #:2044\n\n\n\n\n 1 as of February 25, 2022, as provided in the Stipulation.\n 2\n 17. Entry of Final Judgment \u2013 There is no just reason to delay the entry of\n 3\n this Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court\n 4\n 5 is expressly directed to immediately enter this final judgment in this Action.\n 6\n SO ORDERED this 2nd day of March, 2023.\n 7\n 8\n 9\n 10\n ________________________________________\n 11 The Honorable James V. Selna\n 12 United States District Judge\n\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 11\n\fCase 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 12 of 12 Page ID #:2045\n\n\n\n\n 1 Exhibit 1\n 2\n [List of Persons and Entities Excluded from the Settlement Class Pursuant to\n 3\n Request]\n 4\n 5\n 6\n 7\n 8\n 9\n 10\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 12\n\f","ocr_status":2,"date_upload":"2023-03-03T00:14:49.713058-08:00","document_number":"96","attachment_number":null,"pacer_doc_id":"031039566663","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Judgment","acms_document_guid":""}],"date_created":"2023-03-02T17:01:43.922202-08:00","date_modified":"2026-04-20T23:53:34.121686-07:00","date_filed":"2023-03-02","time_filed":"16:31:00","entry_number":96,"recap_sequence_number":"2023-03-02.001","pacer_sequence_number":330,"description":"JUDGMENT APPROVING CLASS ACTION SETTLEMENT by Judge James V. Selna, Related to: Order 95 IT IS HEREBY ORDERED, ADJUDGED AND DECREED: Pursuant to, and in accordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby fully and finally approves the Settlement set forth in the Stipulation in all respects (including, without limitation: the amount of the Settlement; the Releases provided for therein; and the dismissal with prejudice of the claims asserted against Defendants in the Action), and finds that the Settlement is, in all respects, fair, reasonable and adequate to the Settlement Class. The Parties are directed to implement, perform and consummate the Settlement in accordance with the terms and provisions contained in the Stipulation. [SEE JUDGMENT FOR FURTHER DETAILS.] (MD JS-6, Case Terminated). (es) (Entered: 03/02/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/223948649/","id":223948649,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/230079880/","id":230079880,"tags":[],"absolute_url":"/docket/59811729/95/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-02-28T16:35:14.983637-08:00","date_modified":"2026-06-30T05:22:20.178453-07:00","sha1":"9b547c528cf3f7a101984f9f28d96f170fcd184a","page_count":3,"file_size":123171,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.95.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.95.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 95 Filed 02/28/23 Page 1 of 3 Page ID\n #:2031\n\n\n\n 1\n 2\n 3\n 4\n 5\n 6\n 7\n 8 UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n 9\n 10 JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n Individually and On Behalf of All\n 11 Others Similarly Situated, Honorable James V. Selna\n 12 Plaintiff,\n 13 v.\n 14 CHAMPIGNON BRANDS INC.,\n GARETH BIRDSALL, and\n 15 MATTHEW FISH,\n 16 Defendants.\n 17\n ORDER APPROVING\n 18 PLAN OF ALLOCATION OF NET SETTLEMENT FUND\n 19 This matter came on for hearing on February 27, 2023 (the \u201cSettlement\n 20 Hearing\u201d) on Lead Plaintiff\u2019s motion to determine whether the proposed plan of\n 21 allocation of the Net Settlement Fund (\u201cPlan of Allocation\u201d) created by the Settlement\n 22 obtained in the above-captioned class action (the \u201cAction\u201d) should be approved. The\n 23 Court having considered all matters submitted to it at the Settlement Hearing and\n 24 otherwise; and it appearing that notice of the Settlement Hearing substantially in the\n 25 form approved by the Court was mailed or emailed to all Settlement Class Members\n 26 who or which could be identified with reasonable effort, and that a summary notice\n 27 of the hearing substantially in the form approved by the Court was transmitted over\n 28 the Globe Newswire pursuant to the specifications of the Court; and the Court having\n 1\n\fCase 2:21-cv-03120-JVS-KES Document 95 Filed 02/28/23 Page 2 of 3 Page ID\n #:2032\n\n\n\n 1 considered and determined the fairness and reasonableness of the proposed Plan of\n 2 Allocation,\n 3 NOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n 4 1. This Order approving the proposed Plan of Allocation incorporates by\n 5 reference the definitions in the Stipulation and Agreement of Settlement dated April\n 6 6, 2022 (ECF No. 65-1) (the \u201cStipulation\u201d) and all capitalized terms not otherwise\n 7 defined herein shall have the same meanings as set forth in the Stipulation.\n 8 2. The Court has jurisdiction to enter this Order approving the proposed\n 9 Plan of Allocation, and over the subject matter of the Action and all parties to the\n 10 Action, including all Class Members.\n 11 3. Notice of Lead Plaintiff\u2019s motion for approval of the proposed Plan of\n 12 Allocation was given to all Settlement Class Members who could be identified with\n 13 reasonable effort. The form and method of notifying the Settlement Class of the\n 14 motion for approval of the proposed Plan of Allocation satisfied the requirements of\n 15 Rule 23 of the Federal Rules of Civil Procedure, the Private Securities Litigation\n 16 Reform Act of 1995 (15 U.S.C. \u00a7 78u-4(a)(7)), due process, and all other applicable\n 17 law and rules, constituted the best notice practicable under the circumstances, and\n 18 constituted due and sufficient notice to all persons and entities entitled thereto.\n 19 4. Copies of the Postcard Notice, which directs Settlement Class Members\n 20 to the Notice on the settlement website, were mailed or a link to the Notice were\n 21 emailed to over 37,481 potential Settlement Class Members, which included the Plan\n 22 of Allocation, and no objections to the proposed plan were submitted.\n 23 5. The Court hereby finds and concludes that the formula for the calculation\n 24 of the claims of Claimants as set forth in the Plan of Allocation provided to Class\n 25 Members provides a fair and reasonable basis upon which to allocate the proceeds of\n 26 the Net Settlement Fund among Settlement Class Members with due consideration\n 27 having been given to administrative convenience and necessity.\n 28\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 95 Filed 02/28/23 Page 3 of 3 Page ID\n #:2033\n\n\n\n 1 6. The Court hereby finds and concludes that the Plan of Allocation is, in\n 2 all respects, fair and reasonable to the Settlement Class.\n 3 7. There is no just reason for delay in the entry of this Order, and immediate\n 4 entry by the Clerk of the Court is expressly directed.\n 5\n 6 SO ORDERED this 28th day of February 2023.\n 7\n 8\n 9\n 10 ________________________________________\n The Honorable James V. Selna\n 11\n United States District Judge\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 3\n\f","ocr_status":2,"date_upload":"2026-06-29T17:14:45.501569-07:00","document_number":"95","attachment_number":null,"pacer_doc_id":"031039548205","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order","acms_document_guid":""}],"date_created":"2023-02-28T16:35:14.973927-08:00","date_modified":"2026-04-20T23:53:34.068170-07:00","date_filed":"2023-02-28","time_filed":"16:02:47","entry_number":95,"recap_sequence_number":"2023-02-28.002","pacer_sequence_number":328,"description":"ORDER APPROVING PLAN OF ALLOCATION OF NET SETTLEMENT FUND by Judge James V. Selna, See document for details. (es) (Entered: 02/28/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/223924861/","id":223924861,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/230056083/","id":230056083,"tags":[],"absolute_url":"/docket/59811729/94/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-02-28T16:05:12.011647-08:00","date_modified":"2026-06-30T04:57:06.889289-07:00","sha1":"cd69a203b344275d61e36252b7e08bf5508b71d8","page_count":19,"file_size":214978,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.94.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.94.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 1 of 19 Page ID\n #:2012\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n\n Present: The James V. Selna, U.S. District Court Judge\n Honorable\n Elsa Vargas Not Present\n Deputy Clerk Court Reporter\n Attorneys Present for Plaintiffs: Attorneys Present for Defendants:\n Not Present Not Present\n\n Proceedings: [IN CHAMBERS] Order Regarding Motions for Final Approval of\n Class Action Settlement [89] and Attorneys\u2019 Fees [80]\n\n Lead Plaintiff Michael G. Quinn (\u201cPlaintiff\u201d) moves for final approval of his class\naction settlement with Defendants Champignon Brands Inc., now known as Braxia\nScientific Corp. (\u201cChampignon\u201d or \u201cBraxia\u201d or the \u201cCompany\u201d), Gareth Birdsall\n(\u201cBirdsall\u201d), Matthew Fish (\u201cFish\u201d), Roger McIntyre (\u201cMcIntyre\u201d), and Stephen\nBrohman (\u201cBrohman\u201d) (collectively, \u201cDefendants\u201d). (Mot., Dkt. No. 89.) The motion is\nunopposed. Plaintiff also moves for attorneys\u2019 fees and reimbursement of litigation\nexpenses. (Attorneys\u2019 Fees Mot., Dkt. No. 80.) The Court heard oral argument on\nFebruary 27, 2023.\n\n For the following reasons, the Court GRANTS the motions.\n\n I. BACKGROUND\n\n A. Allegations\n\n This is a federal securities class action on behalf of those who purchased or\nacquired Champignon securities between March 27, 2020, and February 17, 2021 (the\n\u201cClass Period\u201d). (First Amended Complaint (\u201cFAC\u201d), Dkt. 40, \u00b6 1.)\n\n Champignon is a corporation focused on the formulation and manufacturing of\nnovel ketamine, anesthetics, and adaptogenic delivery platforms for nutraceutical and\npsychedelic medicine while being supported by a leading psychedelics medicines clinic\nplatform. (Id. \u00b6 22.) It is also pursuing the development and commercialization of rapid\nonset treatments capable of improving health outcomes, such as depression and post-\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 1 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 2 of 19 Page ID\n #:2013\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\ntraumatic stress disorder (\u201cPTSD\u201d) as well as substance and alcohol use disorders. (Id. \u00b6\n22.) Champignon, which is now known as Braxia Scientific Corp., is incorporated under\nthe laws of British Columbia and its primary office is located in Mississauga, Ontario,\nCanada. (Id. \u00b6 14.) Gareth Birdsall founded Champignon and was its President and\nSecretary until May 6, 2020, its CEO until May 11, 2020, and a director of the company\nuntil November 23, 2020. (Id. \u00b6 16.) Fish was Champignon\u2019s president since May 2020\nand a director since August 2019. (Id. \u00b6 19.) During the Class Period, Champignon\u2019s\nshares traded on the Canadian Securities Exchange under the ticker symbol \u201cSHRM\u201d and\non the quotation board of the Frankfurt Stock Exchange under the ticker symbol \u201c496.\u201d\n(Id. \u00b6 14.) Champignon\u2019s common shares also traded on the OTC Pink Open Market\nuntil April 23, 2020, when its shares began trading on the OTCQB Venture Markets\nGroup. (Id.)\n\n Plaintiff alleges that on February 28, 2020, Champignon closed its initial public\noffering and began trading on the Canadian Securities Exchange (the \u201cCSE\u201d) on March 2,\n2020. (Id. \u00b6 24.) In the offering, Champignon issued 18,916,667 common shares at a\nprice of $0.15 per share for total gross proceeds of $2,837,500.05. (Id.) Thereafter,\nChampignon\u2019s shares began trading on the OTC on March 17, 2020. (Id.)\n\n With funds obtained and the shares issued in the offering, Champignon began\nacquiring entities in a massive purported expansion of the scope and scale of the\nbusiness. (Id. \u00b6 25.) In March and April 2020, Champignon acquired four entities:\nArtisan Growers Ltd., Novo Formulations Ltd., Tassili Life Sciences Corp., and AltMed\nCapital Corp (the \u201cAcquisitions\u201d). (Id.) According to Champignon, these Acquisitions,\namong other things, \u201cexpand[ed] the Company\u2019s preclinical trial pipeline, as well as its\naggregation of broad intellectual property,\u201d \u201caccelerate[d] the architecture of\nChampignon\u2019s patent portfolio\u201d and \u201csecur[ed] valuable infrastructure to expedite [its]\nR&D pursuits.\u201d (Id.) These four Acquisitions cost the Company more than $90 million\nand resulted in its stock skyrocketing from $0.295 per share and $6.05 million market\ncapitalization at the start of the Class Period to $1.34 per share and $108 million market\ncapitalization by the end of May. (Id. \u00b6 26.) However, this stock appreciation was short-\nlived because the acquired companies were unprofitable, and Champignon had failed to\naccount for these transactions accurately under applicable accounting principles or\ndocument them in accordance with Canadian securities law.\n\n Plaintiff alleges that in reality, three of the acquired companies were not actual\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 2 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 3 of 19 Page ID\n #:2014\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\nbusinesses as they had been incorporated mere months before Champignon acquired them\nand lacked any valuable assets such as intellectual property. (Id. \u00b6 28.) Ultimately,\nChampignon admitted that it immensely overpaid for the three companies, and the\ntransactions essentially enriched Champignon\u2019s CEO\u2019s brother, Lucas Birdsall, who was\na shareholder in each of the four companies and received a substantial number of\nChampignon shares in connection with the acquisitions. (Id.)\n\n While Lucas Birdsall\u2019s involvement was never disclosed during the Class Period,\nChampignon issued a press release on February 17, 2021, revealing, among other things,\nthat \u201ca shareholder and contracted consultant . . . of the Company was a related party with\nrespect to the Acquisitions.\u201d (Id. \u00b6 77.) As a result, the financial statements and\nmanagement discussion and analysis (\u201cMD&A\u201d) would \u201cinclude additional disclosure\ndetails with respect to related party transactions involving the Consultant.\u201d (Id. \u00b6 77.) It\nstill did not identify the related party. (Id.) The press release also noted that\nChampignon would restate its financial results for the three and six month periods ending\nMarch 31, 2020. (Id. \u00b6 78.) Specifically, it stated that \u201cthe Company previously\nrecognized intangible assets in connection with the [A]cquisitions . . . that aggregated to\napproximately $12 million.\u201d (Id.) The restatement would \u201ccorrect the accounting for the\nAcquisitions as the assets do not meet the definition of intangible assets for the purposes\nof international financial reporting standards and as a result will be recorded as\ntransaction costs in the Company\u2019s statement of loss and comprehensive loss.\u201d (Id.) On\nthis news, the Company\u2019s stock price fell 10.8% to close at $0.687 per share on February\n17, 2021, on unusually heaving trading volume. (Id. \u00b6 79.)\n\n On March 11, 2021, the Company finally identified Lucas Birdsall as the related\nparty to the Acquisitions. (Id. \u00b6 80.) In the financial statements for 2Q20 (the \u201cRestated\n2Q20 Report\u201d), the Company stated:\n\n The Company has also identified a significant shareholder and contracted\n consultant of the Company (the \u201cConsultant\u201d) as a related party for reporting\n purposes as the Consultant exerted significant influence over the Company.\n The Consultant was also a shareholder of Artisan Growers, Novo [NFL] and\n Tassili and was issued common shares of the Company for these three\n acquisitions (Notes 3 and 9). In addition, the Consultant was paid $20,000 and\n issued 1,400,000 options to acquire common shares of the Company during the\n six month period ended March 31, 2020.\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 3 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 4 of 19 Page ID\n #:2015\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n\nThe MD&A accompanying the Restated 2Q20 Report identified this Consultant as Lucas\nBirdsall, Defendant Gareth Birdsall\u2019s brother. (Id.) The consulting agreement was\nterminated in November 2020.\n\n The Restated 2Q20 Report also restated the accounting of the acquisitions,\neffectively reporting that the value of the \u201cintellectual property\u201d in the acquisitions was\nzero.\n\n B. Procedural History\n\n On April 10, 2021, a class action complaint was filed in this Court. (Dkt. No. 1.)\nOn June 9, 2021, a number of movants applied for appointment as lead plaintiff pursuant\nto the Private Securities Litigation Reform Act (\u201cPSLRA\u201d). (Dkt. Nos. 10, 15, 20.) On\nJune 29, 2021, the Court appointed Plaintiff Michael G. Quinn as lead plaintiff for the\nAction and approved his selection of Glancy Prongay & Murray LLP as Lead Counsel for\nthe class. (Dkt. No. 28.)\n\n On November 3, 2021, Plaintiff filed and served the Amended Class Action\nComplaint for Violations of Federal Securities Laws (the \u201cComplaint\u201d) based on\ncounsel\u2019s investigation. (See Dkt. No. 40.) The Complaint asserts claims on behalf of a\nputative class of investors pursuant to Sections 10(b) and 20(a) of the Securities\nExchange Act of 1934 (the \u201cExchange Act\u201d), 15 U.S.C. \u00a7\u00a7 78j(b) and 78t(a), and Rule\n10b-5 promulgated thereunder, 17 C.F.R. \u00a7 240.10b-5, against Defendants. (Id.)\nDefendants moved to dismiss the Complaint on December 20, 2021. (Dkt. Nos. 55\u201358.)\n\n On January 13, 2022, Plaintiff served a confidential settlement demand on\nDefendants. (Dkt. No. 59.) The parties reached an agreement, and on February 25, 2022,\nthe parties executed a term sheet memorializing the material terms of the settlement. (See\nDkt. No. 65-1 (the \u201cTerm Sheet\u201d).)\n\n On April 7, 2022, Plaintiff moved for preliminary settlement approval. (Dkt. No.\n63.) On August 9, 2022, the Court issued a Tentative Order identifying several\ndeficiencies in the evidence provided in the Motion. (See Supplemental Decl. of Casey\nSadler (\u201cSupp. Sadler Decl.\u201d), Dkt. 72 \u00b6 2.) The Court granted leave for Plaintiff to file a\nsupplemental submission in further support of the preliminary settlement motion which\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 4 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 5 of 19 Page ID\n #:2016\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\nPlaintiff did on August 31, 2022. (Dkt. No. 71.) Plaintiff also filed a submission for in\ncamera review. (Dkt. No. 73.) On September 14, 2022, the Court issued an Order for\nPlaintiff to submit a formal motion for attorneys\u2019 fees along with evidence of time spent\non the case and a lodestar calculation. (Dkt. No. 74.) On September 26, 2022, Plaintiff\nfiled a motion for attorneys\u2019 fees and reimbursement of litigation expenses.\n\n On November 1, 2022, the Court granted the preliminary approval of class action\nsettlement. (Dkt. No. 87.) Plaintiff now moves for final approval of class action\nsettlement. (See Mot.)\n\n C. Summary of the Class Action Settlement\n\n 1. The Settlement Class\n\n The parties stipulate and agree to certification of the following class for purposes\nof settlement (the \u201cSettlement Class\u201d):\n\n All persons and entities that purchased or acquired [Champignon] shares on the\n OTC Market between March 27, 2020 and February 17, 2021, inclusive (the\n \u201cSettlement Class Period\u201d) and were injured thereby. Excluded from the\n Settlement Class are (a) persons who suffered no compensable losses; and\n (b) (i) Defendants, (ii) the legal representatives, heirs, successors, assigns, and\n members of the immediate families of the Individual Defendants; (iii) the\n parents, subsidiaries, assigns, successors, predecessors and affiliates of\n [Champignon]; (iv) any person who served as an Officer and/or director of\n [Champignon] during the Settlement Class Period; (v) any entity in which any\n of the foregoing (i)\u2013(iv) excluded persons have or had a majority ownership\n interest during the Settlement Class Period; (c) any trust of which any\n Individual Defendant is the grantor or settlor or which is for the benefit of any\n Individual Defendant and/or member(s) of his or her immediate family; . . .\n (d) Defendants\u2019 liability insurance carriers[; and (e)] any persons or entities\n who or which exclude themselves by submitting a request for exclusion that is\n accepted by the Court.\n\n(Proposed Order, Dkt. No. 89-2, at 3\u20134.) The Complaint alleges that\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 5 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 6 of 19 Page ID\n #:2017\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n [w]hile the exact number of Class members is unknown to Plaintiff at this time\n and can only be ascertained through appropriate discovery, Plaintiff believes\n that there are hundreds or thousands of members in the [P]roposed Class.\n Millions of Champignon shares were traded publicly during the Class Period\n on the OTC.\n\nFAC \u00b6 136.\n\n 2. Settlement Amount\n\n Under the terms of the Settlement Agreement, Champignon will pay $1,000,000\ncash to fund the settlement of the claims (the \u201cSettlement Fund\u201d). (See Stipulation and\nAgreement of Settlement, Dkt. No. 65-1 (\u201cSettlement Agreement), at p. 3, \u00b6 I; p. 11, \u00b6\n(tt).) The Settlement Fund shall be used to pay: (a) any taxes; (b) any notice and\nadministration Costs; (c) any litigation expenses awarded by the Court; and (d) any\nattorneys\u2019 fees awarded by the Court. (Id. \u00b6 10.) Then, the remaining balance (the \u201cNet\nSettlement Fund\u201d), shall be distributed to Settlement Class members. (Id.)\n\n 3. Attorneys\u2019 Fees and Costs\n\n Lead Counsel requests a preliminary award of attorneys\u2019 fees in the amount of\n25% of the Settlement Fund, or $250,000, plus interest earned at the same rate as the\nSettlement Fund. (Attorney\u2019s Fees Mot.) Lead Counsel also seeks reimbursement of\n$23,953.30 in out-of-pocket expenses and $1,000 of reasonable costs and expenses for\nLead Plaintiff, paid from the Settlement Fund. (Id.)\n\n 4. Administrative Expenses\n\n The Settlement Agreement states that \u201cLead Counsel may pay from the Settlement\nFund, without further approval from Defendants or further notice of the Court, all Notice\nand Administration Costs actually incurred and payable.\u201d (Settlement Agreement, \u00b6 15.)\nThe Agreement does not include a maximum amount to be allocated for administration\ncosts.\n\n 5. Release\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 6 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 7 of 19 Page ID\n #:2018\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n The Settlement releases two types of claims (collectively, \u201cReleased Claims\u201d).\nFirst, the Agreement provides a release for all \u201cReleased Defendants\u2019 Claims\u201d:\n\n \u201cReleased Defendants\u2019 Claims\u201d means all claims and causes of action of every\n nature and description, whether known claims or Unknown Claims, whether\n arising under federal, state, common or foreign law, that arise out of or relate\n in any way to the institution, prosecution, or settlement of the claims asserted\n in the Action against Defendants. Released Defendants\u2019 Claims do not include\n any claims relating to the enforcement of the Term Sheet or the Settlement or\n any claims against any person or entity who or which submits a request for\n exclusion from the Settlement Class that is accepted by the Court.\n\n(Id. \u00b6\u00b6 1(oo), 6.) Additionally, the Settlement Agreement provides for the release of all\n\u201cReleased Plaintiff\u2019s Claims\u201d:\n\n \u201cReleased Plaintiff\u2019s Claims\u201d means any and all claims, debts, duties, losses,\n actions, suits, demands, controversies, rights, liabilities, obligations, judgments,\n damages, costs, restitution, rescission, interest, attorneys\u2019 fees, expert or\n consulting fees, expenses, matters, arguments, causes of action, and issues\n whatsoever, whether known claims or Unknown Claims, asserted or unasserted,\n accrued or unaccrued, liquidated or unliquidated, whether arising under federal,\n state, local, statutory, common foreign or administrative law or any other law,\n rule or regulation, whether fixed or contingent, at law or in equity, whether in\n the nature of class, individual, representative, or in other capacity, that Lead\n Plaintiff or any other member of the Settlement Class: (i) asserted in the\n Complaint; or (ii) could have asserted in any forum that arise out of or are\n based upon the allegations, transactions, facts, matters or occurrences,\n representations or omissions involved, set forth, or referred to in the Complaint\n and that relate to the purchase, acquisition, or sale of Braxia shares that traded\n on the OTC Market during the Settlement Class Period. Released Plaintiff\u2019s\n Claims do not include: (i) any claims relating to the enforcement of the\n Settlement or its terms; (ii) any claims related to the purchase, acquisition or\n sale of Braxia stock on the Canadian Stock Exchange or any other exchange\n besides the OTC Market; or (iii) any claims of any person or entity who or\n which submits a request for exclusion that is accepted by the Court.\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 7 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 8 of 19 Page ID\n #:2019\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n(Id. \u00b6\u00b6 1(\u00b6), 7.)\n\n 6. Notice\n\n Lead Counsel selected Strategic Claims Service as the Claims Administrator. (See\nDeclaration of Margery Craig (\u201cCraig Decl.\u201d), Dkt. No. 89-4, \u00b6 1.) SCS published a\nnotice electronically on Globe Newswire, maintains a toll-free telephone, and maintains a\nwebpage at www.strategicclaims.net/Braxia/ (the \u201cSettlement Webpage\u201d). (Sett. (Id. \u00b6\u00b6\n10\u201312.) SCS mailed 16,741 Postcard Notices and sent 20,740 emails to potential\nSettlement Class Members. (See Supplemental Declaration of Margery Craig (\u201cSupp.\nCraig Decl.\u201d), Dkt. No. 92-1, \u00b6\u00b6 3\u20134.) As of February 16, 2023, SCS did not receive any\nrequests for exclusion or objections. (Id. \u00b6\u00b6 7\u20138.)\n\n 7. Claims Submission Process\n\n Settlement Class members who wish to receive a distribution from the Net\nSettlement Fund must submit a Claim Form online or via mail. (Order at 9.) All Claim\nForms must be submitted or postmarked no later than one-hundred-twenty days after the\nNotice Date. (Id.) Any Settlement Class Member who does not submit a valid Claim\nForm will not be entitled to receive any distribution from the Net Settlement Fund, but\nwill otherwise be bound by all of the terms of the Settlement Agreement. (Settlement\nAgreement \u00b6 23.)\n\n 8. Opt-Out and Objection Process\n\n Settlement Class Members were able to opt out of the Settlement Agreement by\nsubmitting a written request, to be received no later than February 6, 2023. (See Craig\nDecl. \u00b6 13.) The written exclusion request must include: (1) the name, address, and\ntelephone number of the person or entity requesting exclusion, and in the case of entities,\nthe name and telephone number of the appropriate contact person; (2) a statement that\nsuch person or entity \u201crequests exclusion from the Settlement Class in Schneider v.\nChampignon Brands Inc., Case No. 2:21-cv-03120; (3) the number of Braxia shares that\nthe person or entity purchased/acquired and/or sold on the OTC Market during the\nSettlement Class Period, as well as the dates and prices of each purchase, acquisition, and\nsale; and (4) the signature of the person or entity requesting exclusion or an authorized\nrepresentative.\u201d (Id., Ex. A, at 14.)\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 8 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 9 of 19 Page ID\n #:2020\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n Any Settlement Class Member who does not opt out may object to the proposed\nsettlement by submitting a written objection to the Court and serving copies of such\nobjection on Lead Counsel and Defendants\u2019 Counsel such that they are received no later\nthan February 6, 2023. (Id. at 15.) The objection must: (1) state the name, address, and\ntelephone number of the person or entity objecting and must be signed by the objector;\n(2) contain a statement of the Settlement Class Member\u2019s objections and the specific\nreasons for each objection; and (3) include documents sufficient to prove membership in\nthe Settlement Class, including the number of Braxia shares that the objecting Settlement\nClass Member purchased/acquired and/or sold on the OTC Market during the Settlement\nClass Period, and the dates and prices of each purchase, acquisition, and sale. (Id. \u00b6 16.)\n\n As discussed above, no request to opt out or objection to the Settlement was\nreceived. (Supp. Craig Decl. \u00b6\u00b6 7\u20138.)\n\n 9. Revocation of Agreement\n\n The Parties have entered into a confidential agreement that establishes certain\nconditions under which Defendants may terminate the Settlement if Class Members who\ncollectively have damages equating to a certain dollar amount under the Plan of\nAllocation request exclusion from the Settlement. (Order at 10.)\n\n II. LEGAL STANDARD\n\n Federal Rule of Civil Procedure Rule 23(e) states that \u201c[t]he claims . . . of a\ncertified class\u2014or a class proposed to be certified for purposes of settlement\u2014may be\nsettled . . . or compromised only with the court\u2019s approval.\u201d \u201cThe parties must provide\nthe court with information sufficient to enable it to determine whether to give notice of\nthe propos[ed] [settlement] to the class.\u201d Fed. R. Civ. P. 23(e)(1)(A). \u201cThe court must\ndirect notice in a reasonable manner to all class members who would be bound by the\nproposal if giving notice is justified by the parties\u2019 showing that the court will likely be\nable to: (i) approve the propos[ed] [settlement] under Rule 23(e)(2); and (ii) certify the\nclass for purposes of judgment on the proposal.\u201d Fed. R. Civ. P. 23(e)(1)(B)(i)(ii).\n\n III. DISCUSSION\n\n A. Class Certification\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 9 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 10 of 19 Page ID\n #:2021\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n The Court previously held \u201cPlaintiffs meet their burden for class certification for\npurposes of the preliminary settlement motion.\u201d (Order, Dkt. No. 87, at 17.) There the\nCourt found, based on the record before it, Plaintiff satisfied the requirements for class\ncertification under Federal Rules of Civil Procedure 23(a) and 23(b). (Id. at 10\u201317.)\nNothing has changed in the interim that would warrant a deviation from the Court\u2019s prior\nruling. (See Mot. at 18.) Thus, for the reasons specified in its preliminary approval\norder, the Court certifies the Settlement Class for final approval of the Settlement.\n\n B. Approval of the Class Settlement\n\n Under Rule 23(e)(2), if the proposed settlement would bind class members, the\nCourt may approve it only after a hearing and only on finding that it is \u201cfair, reasonable,\nand adequate.\u201d \u201cCourts reviewing class action settlements must \u2018ensure[] that unnamed\nclass members are protected from unjust or unfair settlements affecting their rights,\u2019\nwhile also accounting for \u2018the strong judicial policy that favors settlements, particularly\nwhere complex class action litigation is concerned.\u2019\u201d Campbell v. Facebook, Inc., 951\nF.3d 1106, 1121 (9th Cir. 2020) (quoting In re Hyundai & Kia Fuel Econ. Litig., 926\nF.3d 539, 556 (9th Cir. 2019) (en banc) (internal quotation marks omitted)).\n\n When evaluating the fairness of a class action settlement, the Court must consider\nthe following factors:\n\n (A) the class representatives and class counsel have adequately represented the\n class;\n (B) the proposal was negotiated at arm\u2019s length;\n (C) the relief provided for the class is 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\n class, including the method of processing class-member claims;\n (iii) the terms of any proposed award of attorneys\u2019 fees, including timing\n of payment; and\n (iv) any agreement required to be identified under Rule 23(e)(3); and\n (D) the proposal treats class members equitably relative to each other.\n\nFed. R. Civ. P. 23(e)(2).\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 10 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 11 of 19 Page ID\n #:2022\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n Before the revisions to the Federal Rule of Civil Procedure 23(e), the Ninth Circuit\nhad developed its own list of factors to be considered. See, e.g., In re Bluetooth Headset\nProds. Liab. Litig., 654 F.3d 935, 964 (9th Cir. 2011) (citing Churchill Vill., L.L.C. v.\nGen. Elec., 361 F.3d 566, 575 (9th Cir. 2004)). The revised Rule 23 \u201cdirects the parties\nto present [their] settlement to the court in terms of [this new] shorter list of core\nconcerns[.]\u201d Fed. R. Civ. P. 23(e)(2), 2018 Advisory Committee Notes. \u201cThe goal of\n[amended Rule 23(e)] is . . . to focus the [district] court and the lawyers on the core\nconcerns of procedure and substance that should guide the decision whether to approve\nthe proposal.\u201d Id.\n\n A \u201chigher standard of fairness\u201d applies when, like here, parties settle a case before\nthe district court has formally certified a litigation class. See Campbell v. Facebook, Inc.,\n951 F.3d at 1121 (citing Hanlon, 150 F.3d at 1026). In such cases, \u201c[t]he dangers of\ncollusion between class counsel and the defendant, as well as the need for additional\nprotections when the settlement is not negotiated by a court-designated class\nrepresentative, weigh in favor of a more probing inquiry than may normally be required\nunder Rule 23(e).\u201d Id. (quoting Hanlon, 150 F.3d at 1026).\n\n 1. Adequacy of Representation by Class Representatives and Class\n Counsel\n\n Under Rule 23(e)(2)(A), the first factor to be considered is whether the class\nrepresentatives and class counsel have adequately represented the class. This analysis\nincludes \u201cthe nature and amount of discovery\u201d undertaken in the litigation. Fed. R. Civ.\nP. 23(e)(2)(A), 2018 Advisory Committee Notes. For a court to approve a proposed\nsettlement, \u201c[t]he parties must . . . have engaged in sufficient investigation of the facts to\nenable the court to intelligently make an appraisal of the settlement.\u201d Acosta, 243 F.R.D.\nat 396 (internal quotation marks omitted).\n\n Here, no extensive discovery \u2014 or any formal discovery \u2014 has yet commenced.\nPlaintiff contends that \u201cLead Counsel conducted an extensive investigation of the claims\nasserted in this Action, including consultation with experts in the fields of loss causation,\ndamages, and accounting.\u201d (Mot. at 6.) Specifically, Plaintiff states that \u201ccounsel\nconducted an investigation into Defendants\u2019 allegedly wrongful acts, which included,\namong other things: (1) reviewing and analyzing (a) the Company\u2019s filings with\nCanadian regulatory agencies, including the British Columbia Securities Commission,\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 11 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 12 of 19 Page ID\n #:2023\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\nand the U.S. Securities and Exchange Commission (\u201cSEC\u201d), (b) public reports, blog\nposts, research reports prepared by securities and financial analysis, and news articles\nconcerning the Company, and (c) other publicly available material related to the\nCompany; and (2) retaining and working with damages and loss causation experts as well\nas an accounting expert.\u201d (Id.)\n\n It is true that discovery has not commenced in this case. However, \u201c[i]n the\ncontext of class action settlements, formal discovery is not a necessary ticket to the\nbargaining table where the parties have sufficient information to make an informed\ndecision about settlement.\u201d In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 459 (9th Cir.\n2000), as amended (June 19, 2000) (internal quotations and citation omitted). Here,\nbecause Defendants filed a motion to dismiss, Plaintiff was precluded by the PSLRA\nfrom commencing discovery \u201cduring the pendency of any motion to dismiss, unless the\ncourt finds upon the motion of any party that particularized discovery is necessary to\nprevent undue prejudice to that party.\u201d 15 U.S.C. \u00a7 78u-4(b)(3)(B). Lead Counsel\nasserts they made an informed assessment of the action, and incorporated their extensive\nexperience in securities litigation. (Mot. at 15\u201316.) Given this and the investigation that\nLead Counsel provided evidence of conducting, the Court finds that Plaintiff had\nsufficient information to make an informed decision.\n\n 2. Negotiated at Arm\u2019s Length\n\n The second Rule 23(e)(2) factor asks the Court to confirm that the settlement was\nnegotiated at arm\u2019s length. Fed. R. Civ. P. 23(e)(2)(B). As with the preceding factor, this\ncan be \u201cdescribed as [a] \u2018procedural\u2019 concern[], looking to the conduct of the litigation\nand of the negotiations leading up to the proposed settlement.\u201d Fed. R. Civ. P. 23(e)(2),\n2018 Advisory Committee Notes. \u201c[T]he involvement of a neutral or court-affiliated\nmediator or facilitator in [settlement] negotiations may bear on whether th[ose]\n[negotiations] were conducted in a manner that would protect and further the class\ninterests.\u201d Fed. R. Civ. P. 23(e), 2018 Advisory Committee Notes; accord Pederson v.\nAirport Terminal Servs., 2018 WL 2138457, at *7 (C.D. Cal. Apr. 5, 2018) (the oversight\n\u201cof an experienced mediator\u201d reflected noncollusive negotiations).\n\n The Court finds that the Settlement has been negotiated at arm\u2019s length.\n\n 3. Adequacy of Relief Provided for the Class\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 12 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 13 of 19 Page ID\n #:2024\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n The third factor the Court considers is whether \u201cthe relief provided for the class is\nadequate, taking in to account: (i) the costs, risks, and delay of trial and appeal; (ii) the\neffectiveness of any proposed method of distributing relief to the class, including the\nmethod of processing class-member claims; (iii) the terms of any proposed award of\nattorneys\u2019 fees, including timing of payment; and (iv) any agreement required to be\nidentified under Rule 23(e)(3).\u201d Fed. R. Civ. P. 23(e)(2)(C). Under this factor, the relief\n\u201cto class members is a central concern.\u201d Fed. R. Civ. P. 23(e)(2)(C), Advisory Committee\nNotes.\n\n \u201cTo evaluate the adequacy of the settlement amount, \u2018courts primarily consider\nplaintiffs\u2019 expected recovery balanced against the value of the settlement offer.\u2019\u201d Hefler\nv. Wells Fargo & Co., 2018 WL 6619983, at *8 (N.D. Cal. Dec. 18, 2018). Here,\nPlaintiff argues that \u201c[t]he $1,000,000 cash Settlement Amount is well within the range of\nreasonableness under the circumstances to warrant final approval of the Settlement and\nthe issuance of notice to the Settlement.\u201d (Mot. at 11.) In support of this assertion,\nPlaintiff presents evidence by the retained damages expert, Michael Marek (\u201cMarek\u201d).\nUsing a multi-trader model, a \u201cwidely accepted\u201d model for estimating the number of\ndamaged shares, Marek estimated the artificial inflation per share, determined that there\nwere 53,716,176 damaged shares and calculates the full damages to be $7,926,522.\n(Declaration of Michael A. Marek (\u201cMarek Decl.), Dkt. No. 72-1, \u00b6\u00b6 12\u201317.)\n\n Plaintiff asserts that the $1 million Settlement Amount thus \u201crepresents\napproximately 12.7% of the total maximum damages potentially available in this\nAction.\u201d (Mot. at 11 (italics and bold in original).) This percentage is \u201cnot unreasonable\nin light of the risks, expenses, and likely duration of further litigation in this action.\u201d Int\u2019l\nBhd. of Elec. Workers Loc. 697 Pension Fund v. Int\u2019l Game Tech., Inc., No.\n3:09-CV-00419-MMD, 2012 WL 5199742, at *3 (D. Nev. Oct. 19, 2012) (finding that\n3.5% \u201cis within the median recovery in securities class actions settled in the last few\nyears\u201d).\n\n In assessing the adequacy of the relief, the Court finds it significant that there are\nno opt outs or objectors.\n\n a. Costs, Risk, and Dely of Trial and Appeal\n\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 13 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 14 of 19 Page ID\n #:2025\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n \u201cA[] central concern [when evaluating a proposed class action settlement] . . .\nrelate[s] to the cost and risk involved in pursuing a litigated outcome.\u201d Fed. R. Civ. P.\n23(e), 2018 Advisory Committee Notes. Here, the costs, risks, and delay of trial and\nappeal favor preliminary approval. \u201cProceeding in this litigation in the absence of\nsettlement poses various risks such as . . . having summary judgment granted against\nPlaintiffs[] or losing at trial. Such considerations have been found to weigh heavily in\nfavor of settlement.\u201d Graves v. United Indus. Corp., 2020 WL 953210, at *7 (C.D. Cal.\nFeb. 24, 2020) (citing Rodriguez v. West Publ\u2019g Corp., 563 F.3d 948, 966 (9th Cir.\n2009); Curtis-Bauer v. Morgan Stanley & Co., Inc., 2008 WL 4667090, at *4 (N.D. Cal.\nOct. 22, 2008)).\n\n Plaintiff contends that the Settlement Amount is fair given the significant risks\ninvolved in continuing litigation that could substantially reduce the amount of\nrecoverable damages. (Mot. at 8\u201310.) The Court agrees that the early stage of this\nlitigation, and the risks that are avoided by reaching this settlement, should be weighed in\nconsidering the reasonableness of the Settlement. The Settlement Agreement offers the\nParties immediate and certain relief. This case would still have to proceed through\nsummary judgment, trial, and appeal if Plaintiffs are successful in the absence of the\nSettlement Agreement. This subfactor therefore favors preliminary approval of the Class\nSettlement because in its absence there will be inevitable costs, high risks, and delay.\n\n b. Effectiveness of Proposed Method of Relief Distribution\n\n Next, the Court must consider \u201cthe effectiveness of any proposed method of\ndistributing relief to the class, including the method of processing class-member claims.\u201d\nFed. R. Civ. P. 23(e)(2)(C). \u201cOften it will be important for the court to scrutinize the\nmethod of claims processing to ensure that it facilitates filing legitimate claims.\u201d Fed. R.\nCiv. P. 23(e), 2018 Advisory Committee Notes. \u201cA claims processing method should\ndeter or defeat unjustified claims, but the court should be alert to whether the claims\nprocess is unduly demanding.\u201d Id.\n\n Here, Settlement Class members who wish to receive a distribution from the Net\nSettlement Fund may either submit a Claim Form online or via mail. (Craig Decl. \u00b6 9.)\nThis is a reasonable means of distributing relief. See In re Toyota Motor Corp.\nUnintended Acceleration Marketing, Sales Practices, & Products Liability Litigation,\n2013 WL 3224585, at *18 (C.D. Cal. June 17, 2013) (\u201cThe requirement that class\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 14 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 15 of 19 Page ID\n #:2026\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\nmembers download a claim form or request in writing a claim form, complete the form,\nand mail it back to the settlement administrator is not onerous.\u201d). Further, SCS will allow\nclaimants an opportunity to cure any claim deficiencies or request the Court to review a\ndenial of their claims. (Mot. at 12.) This subfactor therefore weighs in favor of approval.\n\n c. Terms of Award of Attorneys\u2019 Fees\n\n Third, the Court must consider \u201cthe terms of any proposed award of attorneys\u2019\nfees, including timing of payment.\u201d Fed. R. Civ. P. 23(e)(2)(c). In considering the\nproposed award of attorney\u2019s fees, the Court must scrutinize the Settlement for three\nfactors that tend to show collusion: \u201c(1) when counsel receives a disproportionate\ndistribution of the settlement; (2) when the parties negotiate a \u201cclear sailing\narrangement,\u201d under which the defendant agrees not to challenge a request for an\nagreed-upon attorney\u2019s fee; and (3) when the agreement contains a \u201ckicker\u201d or \u201creverter\u201d\nclause that returns unawarded fees to the defendant, rather than the class.\u201d Briseno v.\nConAgra Foods, Inc., 2021 WL 2197968, at *6 (9th Cir. 2021) (internal quotation marks\nomitted) (citing In re Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935, 947 (9th Cir.\n2011)). The Court must consider whether these factors exist in post-class certification\nsettlements. Id. at *8.\n\n Lead Counsel requests a preliminary award of attorneys\u2019 fees in the amount of\n25% of the Settlement Fund, or $250,000, plus interest earned at the same rate as the\nsettlement fund. (Attorneys\u2019 Fees Mot.) Lead Counsel also seeks reimbursement of\n$23,953.30 in out-of-pocket expenses and $1,000 of reasonable costs and expenses for\nLead Plaintiff, paid from the Settlement Fund. (Id.)\n\n The Ninth Circuit \u201chas established 25% of the common fund as a benchmark award\nfor attorney fees.\u201d Hanlon, 150 F.3d at 1029. That benchmark is not rigid, and leaves\nroom for the consideration of the circumstances of the case, including the results\nachieved, the risk of the litigation, the skill required, and the contingent nature of the fee.\nVizcaino v. Microsoft Corp., 290 F.3d 1043, 1047\u201350 (9th Cir. 2002). Courts in this\ndistrict typically adhere to this benchmark in cases in which there is little active litigation\npre-settlement. See, e.g., Ramirez v. Rite Aid Corp., 2022 U.S. Dist. LEXIS 109069, at\n*23 (C.D. Cal. May 3, 2022) (25% \u201cis a benchmark that this Court . . . almost always\nadheres to in cases where there is little active litigation pre-settlement\u201d). The Court may\nexercise discretion to award attorneys\u2019 fees in a class action settlement by applying either\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 15 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 16 of 19 Page ID\n #:2027\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\nthe lodestar method or the percentage-of-the-fund method. Fischel v. Equitable Life\nAssurance Soc\u2019y of U.S., 307 F.3d 997, 1006 (9th Cir. 2002).\n\n Here, Lead Counsel requests a fee award of 25%. This is consistent with the 25%\nbenchmark used by courts in the circuit. As discussed above, the total possible maximum\ndamages is $7,926,522. Lead Counsel achieved a settlement amount equal to 12.7% of\nthe maximum possible settlement amount, which is reasonable. This result was achieved\nin light of substantial risks of prolonged litigation, including potential difficulty in\nproving loss causation, liability, and damages. (See Attorneys\u2019 Fees Mot. at 7\u201310.) Lead\nCounsel has a long-record of successfully prosecuting securities litigation cases, and took\nthis case on a contingent fee. (Id. at 10\u201313.) All of these factors weigh in favor of the\n25% as reasonable.\n\n Additionally, Lead Counsel\u2019s lodestar cross-check calculation yields a sum of\n$182,872.50 based on 303.90 hours worked. (Id. at 16\u201317.) Compared to the 25% fee\nrequest, this yields a multiplier of 1.37. This multiplier is reasonable. See, e.g.,\nVizcaino, 290 F.3d at 1051 (affirming district court\u2019s approval where the lodestar\nmultiplier was 3.65). The Court finds the percentage-of-the-fund-method is fair and\nreasonable.\n\n Lead Counsel also seeks a total sum of $24,953.30 in litigation expenses. The\nexpenses include $21,656 for experts, $2,297 for service of process, and $1,000 for costs,\nincluding lost wages, incurred by Plaintiff. Experts and service of process are routinely\nbilled to clients and thus reasonable for Lead Counsel to recover these costs from the\nSettlement Fund. See, e.g., Todd v. STAAR Surgical Co., 2017 WL 4877417, at *6\n(C.D. Cal. Oct. 24, 2017). The $1,000 reimbursement to Plaintiff is also reasonable and\ndirectly related to the representation of the Settlement Class. See, e.g., In re K12 Inc.\nSec. Litig., 2019 WL 3766420 at *2 (N.D. Cal. July 10, 2019).\n\n Lead Counsel\u2019s request for attorneys\u2019 fees and litigation expenses is fair and\nreasonable. This subfactor therefore weighs in favor of approval.\n\n d. Agreement Identification Requirement\n\n The Court must also evaluate any agreement made in connection with the proposed\nSettlement. See Fed. R. Civ. P. 23(e)(2)(C)(iv), (e)(3). The Parties entered into a\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 16 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 17 of 19 Page ID\n #:2028\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\nconfidential agreement that establishes certain conditions under which Defendants may\nterminate the Settlement if Class Members who collectively have damages equating to a\ncertain dollar amount under the Plan of Allocation request exclusion from the Settlement.\n(Mot. at 13.) \u201cThe existence of a termination option triggered by the number of class\nmembers or shares that opt out of the Settlement does not by itself render the Settlement\nunfair.\u201d Fleming v. Impax Labs. Inc., 2021 U.S. Dist. LEXIS 225218, at *32.\n\n Plaintiff previously provided the Court with a copy of the Opt-Out Agreement for\nthe Court\u2019s review. (Order at 24\u201325.) The Court reviewed the Opt-Out Agreement in-\ncamera and found it was not unreasonable. (Id.)\n\n 4. Equitable Treatment of Class Members\n\n The final Rule 23(e)(2) factor turns on whether the proposed settlement \u201ctreats\nclass members equitably relative to each other.\u201d Fed. R. Civ. P. 23(e)(2)(D). \u201cMatters of\nconcern could include whether the apportionment of relief among class members takes\nappropriate account of differences among their claims, and whether the scope of the\nrelease may affect class members in different ways that bear on the apportionment of\nrelief.\u201d Fed. R. Civ. P. 23(e)(2)(D), 2018 Advisory Committee Notes.\n\n Claimants will be treated equitably by receiving a pro rata share of the Net\nSettlement Fund based on their estimated injury. Plaintiffs explain that \u201can Authorized\nClaimant\u2019s pro rata share shall be the Authorized Claimant\u2019s Recognized Claim divided\nby the total amount in the Net Settlement Fund.\u201d (Mot. at 13\u201314.) Accordingly, the\naverage recovery among class members will presumably vary depending on the number\nof shares purchased, acquired, and sold and the time period. The Court finds no\nindication that the distribution and allocation methods that Plaintiff proposes will result\nin inequitable treatment of class members. See Meredith Corp. v. SESAC, LLC, 87 F.\nSupp. 3d 650, 667 (S.D.N.Y. 2015) (finding that a pro rata allocation plan \u201cappear[ed] to\ntreat the class members equitably . . . and ha[d] the benefit of simplicity\u201d).\n\n This factor thus weighs in favor of preliminary approval of the Settlement.\n\n 5. Conclusion\n\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 17 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 18 of 19 Page ID\n #:2029\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\n As each of the above factors weighs in favor of approval and Plaintiff provided\nsufficient information for the Court to evaluate the reasonableness of the Settlement\nAgreement. Accordingly, the Court finds that the Settlement is fair, reasonable, and\nadequate.\n\n C. Notice\n\n Rule 23(c)(2)(B) requires that the Court \u201cdirect to class members the best notice\nthat is practicable under the circumstances, including individual notice to all members\nwho can be identified through reasonable effort.\u201d Fed. R. Civ. P. 23(c)(2)(B). Similarly,\nRule 23(e)(1) requires that a proposed settlement may only be approved after notice is\ndirected in a reasonable manner to all class members who would be bound by the\nagreement. Fed. R. Civ. P. 23(e)(1).\n\n \u201cNotice is satisfactory if it generally describes the terms of the settlement in\nsufficient detail to alert those with adverse viewpoints to investigate and to come forward\nand be heard.\u201d Rodriguez v. West Publ\u2019g Corp., 563 F.3d 948, 962 (9th Cir. 2009)\n(internal quotation marks and citation omitted). \u201cSettlement notices are supposed to\npresent information about a proposed settlement neutrally, simply, and understandably[.]\u201d\nId. \u201cThat standard does not require detailed analysis of the statutes or causes of action\nforming the basis for the plaintiff class\u2019s claims, and it does not require an estimate of the\npotential value of those claims.\u201d Lane, 696 F.3d at 826.\n\n The Notice approved by the Court and implemented by the Claims\nAdministrator satisfies the applicable standard. (See Craig Decl.; Reply.) Accordingly,\nthe Court finds that the notice to the Settlement Class was fair, adequate, and reasonable.\n\n D. Attorneys\u2019 Fees and Costs\n\n The Court previously held \u201cLead Counsel\u2019s request for attorneys\u2019 fees and\nlitigation expenses is fair and reasonable.\u201d (Order at 6\u20137, 22\u201324.) Specifically, the Court\nfound the request for attorneys\u2019 fees in the amount of 25% of the Settlement Fund, or\n$250,000, plus interest earned at the same rate as the settlement fund is fair. (Id. at 23.)\nThe Court also found reimbursement for $24,953.30 in litigation expenses was also\nreasonable. Nothing has changed in the interim that would warrant a deviation from the\nCourt\u2019s prior ruling. (See Mot. at 19.) Thus, for the reasons specified in its preliminary\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 18 of 19\n\f Case 2:21-cv-03120-JVS-KES Document 94 Filed 02/28/23 Page 19 of 19 Page ID\n #:2030\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV21-3120 JVS (KESx) Date February 28, 2023\n Title Jeffrey N. Schneider v. Champignon Brands Inc. et al.\n\napproval order, the Court GRANTS the motion for attorneys\u2019 fees and reimbursement of\nlitigation expenses.\n IV. CONCLUSION\n\n For the foregoing reasons, the Court GRANTS the motions.\n\n IT IS SO ORDERED.\n\n\n\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 19 of 19\n\f","ocr_status":1,"date_upload":"2026-06-29T17:14:49.354567-07:00","document_number":"94","attachment_number":null,"pacer_doc_id":"031039547823","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Settlement AND Attorney Fees","acms_document_guid":""}],"date_created":"2023-02-28T16:05:12.001122-08:00","date_modified":"2026-04-20T23:53:34.016553-07:00","date_filed":"2023-02-28","time_filed":"15:41:51","entry_number":94,"recap_sequence_number":"2023-02-28.001","pacer_sequence_number":325,"description":"MINUTES [IN CHAMBERS] Order Regarding Motions for Final Approval of Class Action Settlement 89 and Attorneys' Fees 80 by Judge James V. Selna: Lead Plaintiff Michael G. Quinn (\"Plaintiff\") moves for final approval of his class action settlement with Defendants Champignon Brands Inc., now known as Braxia Scientific Corp. (\"Champignon\" or \"Braxia\" or the \"Company\"), Gareth Birdsall (\"Birdsall\"), Matthew Fish (\"Fish\"), Roger McIntyre (\"McIntyre\"), and Stephen Brohman (\"Brohman\" ) (collectively, \"Defendants\"). (Mot., Dkt. No. 89.) The motion is unopposed. Plaintiff also moves for attorneys' fees and reimbursement of litigation expenses. (Attorneys' Fees Mot., Dkt. No. 80.) The Court heard oral argument on February 27, 2023. For the following reasons, the Court GRANTS the motions. Granting 80 MOTION for Attorney Fees. Granting 89 MOTION for Class Action Settlement. [SEE DOCUMENT FOR FURTHER INFORMATION] (es) (Entered: 02/28/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/223020232/","id":223020232,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/229149085/","id":229149085,"tags":[],"absolute_url":"/docket/59811729/93/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-02-27T15:34:19.281415-08:00","date_modified":"2026-06-30T05:47:56.178603-07:00","sha1":"c6713199e32f03b2dfdc25f6d8ca1bc7b8319d6a","page_count":1,"file_size":85950,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.93.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.93.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:21-cv-03120-JVS-KES Document 93 Filed 02/27/23 Page 1 of 1 Page ID\n #:2011\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. CV 21-03120-JVS(KESx) Date February 27, 2023\n Title Jeffrey N. Schneider, et al v. Champignon Brands Inc., et al\n\n\n\n Present: The James V. Selna, U.S. District Court Judge\n Honorable\n Deborah Lewman for Elsa Vargas Sharon Seffens\n Deputy Clerk Court Reporter\n Attorneys Present for Plaintiffs: Attorneys Present for Defendants:\n Casey Sadler Paul Yong\n\n Proceedings: Final Approval of Settlement Hearing; Plaintiff\u2019s Motion for Final Approval of\n Class Action Settlement [89]\n\n Cause is called for hearing and counsel make their appearances. The Court\u2019s tentative ruling is\nissued. Motion is argued and taken under submission.\n\n\n\n\n : 01\n\n Initials of Preparer djl\n\n\n\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 1 of 1\n\f","ocr_status":1,"date_upload":"2026-06-29T17:14:52.755934-07:00","document_number":"93","attachment_number":null,"pacer_doc_id":"031039537773","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Motion Hearing AND Settlement","acms_document_guid":""}],"date_created":"2023-02-27T15:34:19.270861-08:00","date_modified":"2026-04-20T23:53:33.963178-07:00","date_filed":"2023-02-27","time_filed":"15:27:05","entry_number":93,"recap_sequence_number":"2023-02-27.001","pacer_sequence_number":322,"description":"MINUTES OF Final Approval of Settlement Hearing; Plaintiff's Motion for Final Approval of Class Action Settlement 89 Hearing held before Judge James V. Selna: Cause is called for hearing and counsel make their appearances. The Court's tentative ruling is issued. Motion is argued and taken under submission. Taking under advisement 89 MOTION for Settlement. Court Reporter: Sharon Seffens. (es) (Entered: 02/27/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/219756254/","id":219756254,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/225844450/","id":225844450,"tags":[],"absolute_url":"/docket/59811729/92/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-02-17T08:33:49.191772-08:00","date_modified":"2026-06-30T05:47:22.265688-07:00","sha1":"89a442ffcba7764eb68d63b85bfb0183f761268b","page_count":7,"file_size":219754,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.92.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.92.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 92 Filed 02/17/23 Page 1 of 7 Page ID\n #:2000\n\n\n\n 1 Robert V. Prongay (SBN 270796)\n Casey E. Sadler (SBN 274241)\n 2\n GLANCY PRONGAY & MURRAY LLP\n 3 1925 Century Park East, Suite 2100\n Los Angeles, California 90067\n 4\n Telephone: (310) 201-9150\n 5 Facsimile: (310) 201-9160\n Email: rprongay@glancylaw.com\n 6\n Email: csadler@glancylaw.com\n 7\n 8 Counsel for Lead Plaintiff Michael G.\n Quinn and Lead Counsel for the Class\n 9\n 10 UNITED STATES DISTRICT COURT\n 11 CENTRAL DISTRICT OF CALIFORNIA\n 12\n JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n 13 Individually and On Behalf of All\n Others Similarly Situated, REPLY MEMORANDUM IN\n 14\n FURTHER SUPPORT OF LEAD\n 15 Plaintiff, PLAINTIFF\u2019S UNOPPOSED\n MOTION FOR FINAL APPROVAL\n 16\n v. OF CLASS ACTION SETTLEMENT\n 17\n CHAMPIGNON BRANDS INC., Date: February 27, 2023\n 18\n GARETH BIRDSALL, and Time: 1:30 p.m.\n 19 MATTHEW FISH, Crtm: 10C\n Judge: James V. Selna\n 20\n Defendants.\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\fCase 2:21-cv-03120-JVS-KES Document 92 Filed 02/17/23 Page 2 of 7 Page ID\n #:2001\n\n\n\n 1 Court-appointed Lead Plaintiff Michael G. Quinn (\u201cLead Plaintiff\u201d)\n 2 respectfully submits this memorandum in further support of Lead Plaintiff\u2019s\n 3 Unopposed Motion for Final Approval of Class Action Settlement and Plan of\n 4 Allocation (ECF No. 90, the \u201cFinal Approval Motion\u201d).1 This memorandum updates\n 5 the Court on the status of the notice program and the Settlement Class\u2019s reaction\n 6 thereto, including that there have been no objections to the Settlement, Plan of\n 7 Allocation, or request for attorneys\u2019 fees and reimbursement of Litigation Expenses,\n 8 and not a single Settlement Class Member has requested exclusion.\n 9 I. THE SETTLEMENT CLASS\u2019S REACTION WAS UNIVERSALLY\n POSITIVE AND SUPPORTS APPROVAL OF THE SETTLEMENT\n 10\n AND PLAN OF ALLOCATION, AS WELL AS THE REQUESTED\n 11 ATTORNEYS\u2019 FEES AND LITIGATION EXPENSES\n 12 A. The Court-Approved Notice Program\n 13 Pursuant to the Court\u2019s November 4, 2022 Preliminary Approval Order, 37,481\n 14 potential Settlement Class Members and their nominees were notified by either the\n 15 Postcard Notice or an email with a link to the Notice and Claim Form. See\n 16 Supplemental Declaration of Margery Craig Concerning: (A) Mailing of the Postcard\n 17 Notice; and (B) Report on Requests for Exclusion and Objections (\u201cSupp. Craig\n 18 Decl.\u201d), \u00b64. The Postcard Notice directed potential Settlement Class Members to\n 19 downloadable versions of the Notice and Claim Form posted online at\n 20 www.strategicclaims.net/braxia/ (the \u201cSettlement Webpage\u201d).2 The Notice advised\n 21\n 1\n All capitalized terms used herein that are not otherwise defined have the meanings\n 22 ascribed to them in the Stipulation and Agreement of Settlement, dated April 6, 2022\n 23 (ECF No. 65-1, the \u201cStipulation\u201d).\n 2\n 24 The Settlement Webpage became operational on or about November 18, 2022, and\n is accessible 24-hours-a-day, seven-days-a-week, and its address is set forth in the\n 25 Postcard Notice, Notice, and Summary Notice. See Declaration of Margery Craig\n 26 Concerning: (A) Mailing of the Postcard Notice; (B) Publication of the Summary\n Notice; and (C) Report on Requests for Exclusion and Objections (ECF No. 89-4, the\n 27 \u201cMailing Decl.\u201d), at \u00b612, and Exs. A, B, and D. In addition to providing access to\n 28 downloadable versions of the Notice and Claim Form, potential Settlement Class\n (footnote continued)\n 1\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 92 Filed 02/17/23 Page 3 of 7 Page ID\n #:2002\n\n\n\n 1 Settlement Class Members of the Settlement, the Plan of Allocation, and the request\n 2 for an award of attorneys\u2019 fees and reimbursement of Litigation Expenses. See\n 3 Mailing Decl., Ex. B. The Notice further advised the Settlement Class that February\n 4 6, 2023 was the deadline for: (1) requesting exclusion from the Settlement Class; and\n 5 (2) filing an objection to the Settlement, Plan of Allocation, and/or the request for an\n 6 award of attorneys\u2019 fees and reimbursement of Litigation Expenses.3 Id.\n 7 On January 20, 2023, Lead Plaintiff filed the Final Approval Motion. Included\n 8 with the filing was a declaration from the Claims Administrator explaining the Notice\n 9 program as of the date of the Final Approval Motion. These papers are available on\n 10 the Court\u2019s public docket and were posted on the Settlement Webpage. See ECF Nos.\n 11 89-90; Supp. Craig Decl., \u00b66.\n 12 Following this extensive notice program, not a single Settlement Class Member\n 13 requested exclusion from the Settlement Class, or objected to the Settlement, the Plan\n 14 of Allocation, the request for attorneys\u2019 fees and reimbursement of expenses, or Lead\n 15 Plaintiff\u2019s request to be reimbursed for his work litigating the Action. See Suppl. Craig\n 16 Decl. at \u00b6\u00b67-8.\n 17 B. The Settlement Class\u2019s Reaction Supports Approval Of The\n Settlement, Plan Of Allocation, And Lead Counsel\u2019s Requested Fees\n 18\n And Litigation Expenses\n 19 In this Circuit, \u201cthe reaction of the class members to the proposed settlement\u201d\n 20 is one of the factors to consider in analyzing whether a settlement is fair, reasonable,\n 21 and adequate. See, e.g., Linney v. Cellular Alaska P\u2019ship, 151 F.3d 1234, 1242 (9th\n 22\n 23\n 24\n Members can view or download the Stipulation, the Preliminary Approval Findings,\n 25 and the Preliminary Approval Order. Id. at \u00b612.\n 26 3\n The February 6, 2023 deadline to object or request exclusion was also included in\n the Postcard Notice and the Summary Notice. See Mailing Decl., Exs. A and D. On\n 27\n December 14, 2022, the Summary Notice was published electronically over Globe\n 28 Newswire. Id. at \u00b610.\n\n 2\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 92 Filed 02/17/23 Page 4 of 7 Page ID\n #:2003\n\n\n\n 1 Cir. 1998);4 Hanlon v. Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998) (same).\n 2 \u201c[T]he absence of a large number of objections to a proposed class action settlement\n 3 raises a strong presumption that the terms of a proposed class settlement action are\n 4 favorable to the class members.\u201d Nat\u2019l Rural Telecomm\u2019s Coop. v. DIRECTV, Inc.,\n 5 221 F.R.D. 523, 529 (C.D. Cal. 2004); see also Ching v. Siemens Indus., Inc., 2014\n 6 WL 2926210, at *6 (N.D. Cal. June 27, 2014) (\u201cthe Court may appropriately infer\n 7 that a class action settlement is fair, adequate, and reasonable when few class\n 8 members object to it.\u201d).\n 9 Here, the lack of a single objection or request for exclusion to the Settlement\n 10 demonstrates that the proposed Settlement is fundamentally fair, reasonable, and\n 11 adequate. See, e.g., In re Apollo Grp. Inc. Sec. Litig., 2012 WL 1378677, at *3 (D.\n 12 Ariz. Apr. 20, 2012) (\u201cThere have been no objections from Class Members or\n 13 potential class members, which itself is compelling evidence that the Proposed\n 14 Settlement is fair, just, reasonable, and adequate.\u201d); In re Omnivision Techs., Inc., 559\n 15 F. Supp. 2d 1036, 1043 (N.D. Cal. 2008) (\u201cBy any standard, the lack of objection of\n 16 the Class Members favors approval of the Settlement.\u201d); In re Heritage Bond Litig.,\n 17 2005 WL 1594403, at *10 (C.D. Cal. June 10, 2005) (\u201cThe Court finds the lack of\n 18 class members that have manifested any disapproval of the Settlement further\n 19 demonstrates the fairness, adequacy and reasonableness of the Settlement.\u201d).\n 20 The Settlement Class\u2019s positive reaction also supports approval of the Plan of\n 21 Allocation. See Mauss v. NuVasive, Inc., 2018 WL 6421623, at *4 (S.D. Cal. Dec. 6,\n 22 2018) (concluding that the proposed plan of allocation was fair and reasonable after\n 23 noting \u201c[t]he Plan of Allocation was described in detail in the notice and no class\n 24 member objected.\u201d); In re Volkswagen \u201cClean Diesel\u201d Mktg., Sales Practices, &\n 25 Prod. Liab. Litig., 2019 WL 2077847, at *3 (N.D. Cal. May 10, 2019) (finding only\n 26\n 27\n 28 4\n Unless otherwise noted, all internal quotations and citations are omitted.\n\n 3\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 92 Filed 02/17/23 Page 5 of 7 Page ID\n #:2004\n\n\n\n 1 one objection and 16 opt outs \u201csupports [conclusion] that the settlement and plan of\n 2 allocation are fair, reasonable, and adequate.\u201d).\n 3 Finally, the universally favorable reaction of the Settlement Class also supports\n 4 Lead Counsel\u2019s request for an award of attorneys\u2019 fees and reimbursement of\n 5 Litigation Expenses, including that Lead Plaintiff be reimbursed for the costs incurred\n 6 as a direct result of his representation of the Settlement Class pursuant to the Private\n 7 Securities Litigation Reform Act. See Omnivision, 559 F. Supp. 2d at 1048 (\u201cThe\n 8 reaction of the class may also be a determining factor in [] determining the fee\n 9 award.\u201d). Moreover, the absence of any objections from Settlement Class Members\n 10 to Lead Counsel\u2019s requested fee award and expenses supports a finding that the\n 11 request is fair and reasonable. See Waldbuesser v. Northrop Grumman Corp., 2017\n 12 WL 9614818, at *5 (C.D. Cal. Oct. 24, 2017) (finding receipt of only two objections\n 13 to fee request, after mailing 210,000 notices, was \u201cremarkably small given the wide\n 14 dissemination of notice,\u201d and \u201cconclud[ing] that the lack of significant objections to\n 15 the requested fees justifies an award of one-third of the settlement fund.\u201d); Cheng\n 16 Jiangchen v. Rentech, Inc., 2019 WL 5173771, at *9-10 (C.D. Cal. Oct. 10, 2019)\n 17 (noting \u201cthat there have been no objections filed to the requested attorney\u2019s fees ...\n 18 also supports granting the requested fees\u201d of 33\u2153% of $2,050,000 settlement fund);\n 19 Omnivision, 559 F. Supp. 2d at 1049 (awarding lead plaintiffs $29,913.80 from the\n 20 settlement fund for reimbursement of their costs and expenses (including lost wages)\n 21 where class members were provided notice and \u201cno one objected.\u201d).5\n 22\n 23\n 24 5\n See also Heritage Bond, 2005 WL 1594403, at *10, *21 (where notice was\n 25 disseminated to thousands of potential class members, \u201cthe lack of significant\n objections to the requested fees justifies an award of one-third of the Settlement\n 26 Fund.\u201d); Patel v. Axesstel, Inc., 2015 WL 6458073, at *9 (S.D. Cal. Oct. 23, 2015)\n 27 (finding a $3,000 award to lead plaintiff reasonable and noting \u201cthe lack of any\n objection from the class members.\u201d); In re K12 Inc. Sec. Litig., 2019 WL 3766420, at\n 28 *1 (N.D. Cal. Oct. 10, 2019) (awarding 33% of $3.5 million settlement fund where\n \u201c[t]here were no objections to the requested attorneys\u2019 fees and expenses.\u201d).\n 4\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 92 Filed 02/17/23 Page 6 of 7 Page ID\n #:2005\n\n\n\n 1 II. CONCLUSION\n 2 Based on the foregoing and the entire record herein, Lead Plaintiff and Lead\n 3 Counsel respectfully request that the Court: (1) approve the Settlement and Plan of\n 4 Allocation as fair, reasonable, adequate, and in the best interest of the Settlement\n 5 Class; (2) award attorneys\u2019 fees to Lead Counsel in the amount of 25% of the\n 6 Settlement Fund, together with expenses in the amount of $23,953.30; and (3) grant\n 7 the request of $1,000 for Lead Plaintiff for reimbursement of the costs incurred as a\n 8 direct result of his representation of the Settlement Class.\n 9 DATED: February 17, 2023 GLANCY PRONGAY & MURRAY LLP\n 10 By: /s/ Casey E. Sadler\n 11 Robert V. Prongay\n Casey E. Sadler\n 12 1925 Century Park East, Suite 2100\n 13 Los Angeles, California 90067\n Telephone: (310) 201-9150\n 14 Facsimile: (310) 201-9160\n 15 csadler@glancylaw.com\n 16 Counsel for Lead Plaintiff Michael G. Quinn\n 17 and Lead Counsel for the Class\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\n 5\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 92 Filed 02/17/23 Page 7 of 7 Page ID\n #:2006\n\n\n\n 1 PROOF OF SERVICE BY ELECTRONIC POSTING\n 2 I, the undersigned, say:\n 3 I am not a party to the above case and am over eighteen years old. On February\n 4 17, 2023, I served true and correct copies of the foregoing document, by posting the\n 5 document electronically to the ECF website of the United States District Court for the\n 6 Central District of California, for receipt electronically by the parties listed on the\n 7 Court\u2019s Service List.\n 8 I affirm under the penalty of perjury under the laws of the United States of\n 9 America that the foregoing is true and correct. Executed on February 17, 2023, at Los\n 10 Angeles, California.\n 11 /s/ Casey E. Sadler\n Casey E. Sadler\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\f","ocr_status":2,"date_upload":"2026-06-29T17:15:04.032427-07:00","document_number":"92","attachment_number":null,"pacer_doc_id":"031039482143","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply (Motion related)","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484511685/","id":484511685,"tags":[],"absolute_url":"/docket/59811729/92/1/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2026-06-29T17:14:55.544480-07:00","date_modified":"2026-06-30T04:37:45.243782-07:00","sha1":"e5f6aa7153559955405398198ab6cf48d8a25963","page_count":4,"file_size":304459,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.92.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.92.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:21-cv-03120-JVS-KES Document 92-1 Filed 02/17/23 Page 1 of 4 Page ID\n #:2007\n\n\n\n 1 UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n 2\n\n 3 JEFFREY N. SCHNEIDER, Individually and Case No. 2:21-cv-03120-JVS-KES\n On Behalf of All Others Similarly Situated,\n 4\n Honorable James V. Selna\n 5 Plaintiff,\n v.\n 6\n CHAMPIGNON BRANDS INC., GARETH\n 7 BIRDSALL, and MATTHEW FISH,\n 8\n Defendants.\n 9\n\n10 SUPPLEMENTAL DECLARATION OF MARGERY CRAIG CONCERNING:\n (A) MAILING OF THE POSTCARD NOTICE; AND\n11 (B) REPORT ON REQUESTS FOR EXCLUSION AND OBJECTIONS\n12\n I, Margery Craig, declare as follows:\n13\n 1. I am a Project Manager of Strategic Claims Services (\u201cSCS\u201d), a nationally\n14\n recognized class action administration firm.1 I have over fifteen years of experience specializing\n15\n\n16 in the administration of class action cases. SCS was established in April 1999 and has\n\n17 administered over five hundred twenty-five (525) class action cases since its inception. I have\n\n18 personal knowledge of the facts set forth herein and, if called on to do so, I could and would\n19 testify competently thereto.\n20\n UPDATE ON MAILING OF THE POSTCARD NOTICE\n21\n 2. Pursuant to the Court\u2019s November 4, 2022 Order Preliminarily Approving\n22\n Settlement and Providing for Notice (Dkt. No. 88) (the \u201cPreliminary Approval Order\u201d), SCS was\n23\n\n24 retained as the Claims Administrator in connection with the above-captioned action. I submit\n\n25\n\n26 1\n All capitalized terms used herein that are not otherwise defined have the meanings ascribed to\n them in the Stipulation and Agreement of Settlement, dated April 6, 2022 (Dkt. No. 65-1) (the\n27 \u201cStipulation\u201d).\n28\n\f Case 2:21-cv-03120-JVS-KES Document 92-1 Filed 02/17/23 Page 2 of 4 Page ID\n #:2008\n\n\n\n 1 this declaration as a supplement to my earlier declaration, the Declaration of Margery Craig\n\n 2 Concerning: (A) Mailing of the Postcard Notice; (B) Publication of the Summary Notice; and\n 3\n (C) Report on Requests for Exclusion and Objections, dated January 20, 2023 (Dkt. No. 89-4)\n 4\n (the \u201cInitial Mailing Declaration\u201d).\n 5\n 3. As reported in the Initial Mailing Declaration, as of January 20, 2023, a total of\n 6\n 16,741 Postcard Notices had been mailed to potential Settlement Class Members either by SCS\n 7\n\n 8 or nominees. Additionally, as noted in the Initial Mailing Declaration, 20,740 emails containing\n\n 9 a link to the webpage hosting the Notice and Claim Form had been sent to potential Settlement\n10 Class Members by either SCS or a nominee.\n11\n 4. Since the execution of the Initial Mailing Declaration, no additional Postcard\n12\n Notices have been mailed by SCS, no additional Postcard Notices have been requested by a\n13\n nominee. To date, a total of 37,481 potential Settlement Class Members were either mailed a\n14\n\n15 Postcard Notice or sent an email containing a direct link to the Notice and Claim Form. 2\n\n16 UPDATE ON TOLL-FREE PHONE LINE\n\n17 5. As stated in the Initial Mailing Declaration, SCS maintains a toll-free telephone\n18 number (1-866-274-4004) for potential Settlement Class Members to call and obtain information\n19\n about the Settlement as well as request the Notice and Claim Form. SCS continues to promptly\n20\n respond to each telephone inquiry and will continue to address Settlement Class Member\n21\n inquiries.\n22\n\n23\n\n24\n\n25\n\n26 2\n SCS received 18 requests for the Notice and Claim Form to be mailed to potential Settlement\n27 Class Members following the Postcard Notice mailing. SCS immediately mailed out the Notice\n and Claim Form in response to these requests.\n28\n\n 2\n\f Case 2:21-cv-03120-JVS-KES Document 92-1 Filed 02/17/23 Page 3 of 4 Page ID\n #:2009\n\n\n\n 1 UPDATE ON SETTLEMENT WEBPAGE\n\n 2 6. On November 18, 2022, SCS established a webpage on its website at\n 3\n www.strategicclaims.net/Braxia/. The webpage is accessible 24 hours a day, 7 days a week and\n 4\n contains the current status of this case; the case deadlines; the online claim filing link; and\n 5\n important documents. On January 23, 2023, SCS posted to the Settlement webpage the Notice of\n 6\n Lead Plaintiff\u2019s Unopposed Motion for Final Approval of Class Actions Settlement and the\n 7\n\n 8 Memorandum of Points and Authorities in Support of Lead Plaintiff\u2019s Unopposed Motion for\n\n 9 Final Approval of Class Action Settlement. SCS will continue to maintain and, as appropriate,\n10 update the Settlement webpage with relevant case information until the conclusion of the\n11\n administration.\n12\n UPDATE ON REPORT ON EXCLUSIONS AND OBJECTIONS\n13\n 7. According to the Postcard Notice, Notice, and Summary Notice written requests\n14\n\n15 for exclusion were to be mailed to SCS such that they were received no later than February 6,\n\n16 2023. SCS has been monitoring all mail delivered for this case. As of the date of this\n\n17 declaration, SCS has not received any request for exclusion.\n18 8. According to the Notice, Settlement Class Members seeking to object to the\n19\n Settlement, the proposed Plan of Allocation or Lead Counsel\u2019s motion for an award of attorneys\u2019\n20\n fees and reimbursement of Litigation Expenses were to have been submitted to the Clerk of the\n21\n Court, Lead Counsel, and Defendants\u2019 Counsel such that they were received no later than\n22\n\n23 February 6, 2023. As of the date of this declaration, SCS has not been notified of any objections\n\n24 or received any misdirected objections.\n\n25\n\n26\n\n27\n\n28\n\n 3\n\f Case 2:21-cv-03120-JVS-KES Document 92-1 Filed 02/17/23 Page 4 of 4 Page ID\n #:2010\n\n\n\n 1 I declare under penalty of perjury that the foregoing is true and correct.\n\n 2 Signed this 16th day of February 2023, in Media, Pennsylvania.\n 3\n\n 4\n ________________________\n 5 Margery Craig\n\n 6\n\n 7\n\n 8\n\n 9\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n 4\n\f","ocr_status":2,"date_upload":"2026-06-29T17:15:26.796218-07:00","document_number":"92","attachment_number":1,"pacer_doc_id":"031039482144","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit - Supplemental Declaration of Margery Craig","acms_document_guid":""}],"date_created":"2023-02-17T08:33:49.186299-08:00","date_modified":"2026-04-20T23:53:33.907678-07:00","date_filed":"2023-02-17","time_filed":null,"entry_number":92,"recap_sequence_number":"2023-02-17.001","pacer_sequence_number":318,"description":"REPLY In Support of NOTICE OF MOTION AND MOTION for Attorney Fees and Reimbursement of Litigation Expenses 80, NOTICE OF MOTION AND MOTION for Settlement Approval of Final Approval of Class Action Settlement 89 filed by Plaintiff Michael G. Quinn. (Attachments: # 1 Exhibit - Supplemental Declaration of Margery Craig)(Sadler, Casey) (Entered: 02/17/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/219306280/","id":219306280,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/225372906/","id":225372906,"tags":[],"absolute_url":"/docket/59811729/91/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-02-13T12:05:12.586284-08:00","date_modified":"2026-04-20T23:53:33.881259-07:00","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":"91","attachment_number":null,"pacer_doc_id":"031039451412","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice (Other)","acms_document_guid":""}],"date_created":"2023-02-13T12:05:12.579422-08:00","date_modified":"2026-04-20T23:53:33.856105-07:00","date_filed":"2023-02-13","time_filed":null,"entry_number":91,"recap_sequence_number":"2023-02-13.001","pacer_sequence_number":316,"description":"Notice Compliance with the Class Action Fairness Act filed by Defendants Gareth Birdsall, Braxia Scientific Corp., Stephen Brohman, Matthew Fish, Roger McIntyre. (Attachments: # 1 Declaration of Justin R. Hughes of Kroll Settlement Administration Re Class Action Fairness Act Notice)(Vanyo, Bruce) (Entered: 02/13/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/219243364/","id":219243364,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/225308052/","id":225308052,"tags":[],"absolute_url":"/docket/59811729/85/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-02-13T00:16:28.859651-08:00","date_modified":"2026-04-20T23:53:33.562739-07:00","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":"85","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":"2023-02-13T00:16:28.845375-08:00","date_modified":"2026-04-20T23:53:33.534991-07:00","date_filed":"2022-10-20","time_filed":null,"entry_number":85,"recap_sequence_number":"2022-10-20.002","pacer_sequence_number":null,"description":"[IN CHAMBERS] SCHEDULING NOTICE: MOTION for Attorney Fees 80, and MOTION for Settlement Approval[Preliminary] 63 set for hearing on 10/24/2022 at 1:30 pm is continued for an in person hearing to 10/26/2022 at 01:30 PM before Judge James V. Selna. THERE IS NO PDF DOCUMENT ASSOCIATED WITH THIS ENTRY. (lb) TEXT ONLY ENTRY (Entered: 10/20/2022)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/217121189/","id":217121189,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/223150023/","id":223150023,"tags":[],"absolute_url":"/docket/59811729/89/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-01-20T17:31:42.535962-08:00","date_modified":"2026-04-20T23:53:33.780478-07:00","sha1":"228a105f0f33b1488c94c0662f5dfcf9a945dd94","page_count":4,"file_size":103538,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 89 Filed 01/20/23 Page 1 of 4 Page ID\n #:1902\n\n\n\n 1 Robert V. Prongay (SBN 270796)\n Casey E. Sadler (SBN 274241)\n 2\n GLANCY PRONGAY & MURRAY LLP\n 3 1925 Century Park East, Suite 2100\n Los Angeles, California 90067\n 4\n Telephone: (310) 201-9150\n 5 Facsimile: (310) 201-9160\n Email: rprongay@glancylaw.com\n 6\n Email: csadler@glancylaw.com\n 7\n Counsel for Lead Plaintiff Michael G.\n 8\n Quinn and Lead Counsel for the Class\n 9\n 10 UNITED STATES DISTRICT COURT\n 11 CENTRAL DISTRICT OF CALIFORNIA\n 12 JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n 13 Individually and On Behalf of All\n Others Similarly Situated, NOTICE OF LEAD PLAINTIFF\u2019S\n 14\n UNOPPOSED MOTION FOR\n 15 Plaintiff, FINAL APPROVAL OF CLASS\n ACTION SETTLEMENT\n 16\n v.\n 17 Date: February 27, 2023\n CHAMPIGNON BRANDS INC., Time: 1:30 p.m.\n 18\n GARETH BIRDSALL, and Crtm: 10C\n 19 MATTHEW FISH, Judge: James V. Selna\n 20\n Defendants.\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\fCase 2:21-cv-03120-JVS-KES Document 89 Filed 01/20/23 Page 2 of 4 Page ID\n #:1903\n\n\n\n 1 TO THE CLERK OF THE COURT AND ALL PARTIES AND THEIR\n 2 ATTORNEYS OF RECORD:\n 3 PLEASE TAKE NOTICE that, pursuant to Rule 23(e) of the Federal Rules of\n 4 Civil Procedure and the Court\u2019s Order Preliminarily Approving Settlement and\n 5 Providing for Notice (\u201cPreliminary Approval Order,\u201d ECF No. 88), on February 27,\n 6 2023 at 1:30 p.m., in Courtroom 10C of the United States District Court for the\n 7 Central District of California, Ronald Reagan Federal Building, 411 West 4th Street,\n 8 Room 1053, Santa Ana, California 92701, Lead Plaintiff Michael G. Quinn (\u201cLead\n 9 Plaintiff\u201d) will, and hereby does, move the Honorable James V. Selna, United States\n 10 District Court Judge, for the entry of the [Proposed] Judgment Approving Class\n 11 Action Settlement, the [Proposed] Order Approving the Plan of Allocation, and the\n 12 [Proposed] Order Awarding Attorneys\u2019 Fees and Reimbursement of Litigation\n 13 Expenses, each of which are submitted herewith.\n 14 As set forth in the memorandum of points and authorities, in accordance with\n 15 the Federal Rule of Civil Procedure 23(e), the terms of the proposed Settlement are\n 16 fair, reasonable, and adequate, notice of the proposed Settlement has been\n 17 disseminated in accordance with the Preliminary Approval Order, and there have\n 18 been no objections to the Settlement to date. Accordingly, Lead Plaintiff requests\n 19 the Court grant final approval of the proposed Settlement of this Action, the\n 20 proposed Plan of Allocation, and the requested award of attorneys\u2019 fees and\n 21 reimbursement of litigation expenses.\n 22 This unopposed motion is based upon the accompanying Memorandum of\n 23 Points and Authorities, the Declaration of Margery Craig, all the documents and\n 24 exhibits in support thereof, as well as all the pleadings and papers on file in this\n 25 matter and any further evidence and argument as may be presented at the hearing.\n 26 Lead Counsel conferred with Defendants\u2019 counsel with respect to this motion.\n 27 Defendants\u2019 counsel have authorized Lead Counsel to represent that Defendants do\n 28 not oppose this motion.\n\n 1\n\fCase 2:21-cv-03120-JVS-KES Document 89 Filed 01/20/23 Page 3 of 4 Page ID\n #:1904\n\n\n\n 1 DATED: January 20, 2023 GLANCY PRONGAY & MURRAY LLP\n 2 By: /s/ Casey E. Sadler\n 3 Robert V. Prongay\n Casey E. Sadler\n 4 1925 Century Park East, Suite 2100\n 5 Los Angeles, California 90067\n Telephone: (310) 201-9150\n 6 Facsimile: (310) 201-9160\n 7 csadler@glancylaw.com\n 8 Counsel for Plaintiff Michael G. Quinn and\n 9 Lead Counsel for the Class\n 10\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 89 Filed 01/20/23 Page 4 of 4 Page ID\n #:1905\n\n\n\n 1 PROOF OF SERVICE BY ELECTRONIC POSTING\n 2 I, the undersigned, say:\n 3 I am not a party to the above case and am over eighteen years old. On January\n 4 20, 2023, I served true and correct copies of the foregoing document, by posting the\n 5 document electronically to the ECF website of the United States District Court for\n 6 the Central District of California, for receipt electronically by the parties listed on\n 7 the Court\u2019s Service List.\n 8 I affirm under the penalty of perjury under the laws of the United States of\n 9 America that the foregoing is true and correct. Executed on January 20, 2023, at Los\n 10 Angeles, California.\n 11 /s/ Casey E. Sadler\n Casey E. Sadler\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\n 3\n\f","ocr_status":2,"date_upload":"2025-12-24T11:29:00.401406-08:00","document_number":"89","attachment_number":null,"pacer_doc_id":"031039315207","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Settlement","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484511687/","id":484511687,"tags":[],"absolute_url":"/docket/59811729/89/1/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2026-06-29T17:15:06.881692-07:00","date_modified":"2026-07-06T09:41:34.971406-07:00","sha1":"ab98bbadb7cc787b2ac4772c9ebf7fe0db0f4090","page_count":3,"file_size":115912,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 89-1 Filed 01/20/23 Page 1 of 3 Page ID\n #:1906\n\n\n\n 1\n 2\n 3\n 4\n 5\n 6\n 7\n 8 UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n 9\n 10 JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n Individually and On Behalf of All\n 11 Others Similarly Situated, Honorable James V. Selna\n 12 Plaintiff,\n 13 v.\n 14 CHAMPIGNON BRANDS INC.,\n GARETH BIRDSALL, and\n 15 MATTHEW FISH,\n 16 Defendants.\n 17\n [PROPOSED] ORDER APPROVING\n 18 PLAN OF ALLOCATION OF NET SETTLEMENT FUND\n 19 This matter came on for hearing on February 27, 2023 (the \u201cSettlement\n 20 Hearing\u201d) on Lead Plaintiff\u2019s motion to determine whether the proposed plan of\n 21 allocation of the Net Settlement Fund (\u201cPlan of Allocation\u201d) created by the\n 22 Settlement obtained in the above-captioned class action (the \u201cAction\u201d) should be\n 23 approved. The Court having considered all matters submitted to it at the Settlement\n 24 Hearing and otherwise; and it appearing that notice of the Settlement Hearing\n 25 substantially in the form approved by the Court was mailed or emailed to all\n 26 Settlement Class Members who or which could be identified with reasonable effort,\n 27 and that a summary notice of the hearing substantially in the form approved by the\n 28 Court was transmitted over the Globe Newswire pursuant to the specifications of the\n 1\n\fCase 2:21-cv-03120-JVS-KES Document 89-1 Filed 01/20/23 Page 2 of 3 Page ID\n #:1907\n\n\n\n 1 Court; and the Court having considered and determined the fairness and\n 2 reasonableness of the proposed Plan of Allocation,\n 3 NOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n 4 1. This Order approving the proposed Plan of Allocation incorporates by\n 5 reference the definitions in the Stipulation and Agreement of Settlement dated April\n 6 6, 2022 (ECF No. 65-1) (the \u201cStipulation\u201d) and all capitalized terms not otherwise\n 7 defined herein shall have the same meanings as set forth in the Stipulation.\n 8 2. The Court has jurisdiction to enter this Order approving the proposed\n 9 Plan of Allocation, and over the subject matter of the Action and all parties to the\n 10 Action, including all Class Members.\n 11 3. Notice of Lead Plaintiff\u2019s motion for approval of the proposed Plan of\n 12 Allocation was given to all Settlement Class Members who could be identified with\n 13 reasonable effort. The form and method of notifying the Settlement Class of the\n 14 motion for approval of the proposed Plan of Allocation satisfied the requirements of\n 15 Rule 23 of the Federal Rules of Civil Procedure, the Private Securities Litigation\n 16 Reform Act of 1995 (15 U.S.C. \u00a7 78u-4(a)(7)), due process, and all other applicable\n 17 law and rules, constituted the best notice practicable under the circumstances, and\n 18 constituted due and sufficient notice to all persons and entities entitled thereto.\n 19 4. Copies of the Postcard Notice, which directs Settlement Class Members\n 20 to the Notice on the settlement website, were mailed or a link to the Notice were\n 21 emailed to over 37,481 potential Settlement Class Members, which included the\n 22 Plan of Allocation, and no objections to the proposed plan were submitted.\n 23 5. The Court hereby finds and concludes that the formula for the\n 24 calculation of the claims of Claimants as set forth in the Plan of Allocation provided\n 25 to Class Members provides a fair and reasonable basis upon which to allocate the\n 26 proceeds of the Net Settlement Fund among Settlement Class Members with due\n 27 consideration having been given to administrative convenience and necessity.\n 28\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 89-1 Filed 01/20/23 Page 3 of 3 Page ID\n #:1908\n\n\n\n 1 6. The Court hereby finds and concludes that the Plan of Allocation is, in\n 2 all respects, fair and reasonable to the Settlement Class.\n 3 7. There is no just reason for delay in the entry of this Order, and\n 4 immediate entry by the Clerk of the Court is expressly directed.\n 5\n 6 SO ORDERED this _______ day of ______________, 2023.\n 7\n 8\n ________________________________________\n 9\n The Honorable James V. Selna\n 10 United States District Judge\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 3\n\f","ocr_status":2,"date_upload":"2026-06-29T17:15:37.558656-07:00","document_number":"89","attachment_number":1,"pacer_doc_id":"031039315208","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order Approving Plan of Allocation of Net Settlement Fund","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484511688/","id":484511688,"tags":[],"absolute_url":"/docket/59811729/89/2/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2026-06-29T17:15:06.918010-07:00","date_modified":"2026-07-06T09:41:35.054439-07:00","sha1":"1dcbd9a0f139d14a7ef962c328e99b162d0a65d4","page_count":4,"file_size":121682,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 89-2 Filed 01/20/23 Page 1 of 4 Page ID\n #:1909\n\n\n\n 1\n 2\n 3\n 4\n 5\n 6\n 7\n 8 UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n 9\n 10 JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n Individually and On Behalf of All\n 11 Others Similarly Situated, Honorable James V. Selna\n 12 Plaintiff,\n 13 v.\n 14 CHAMPIGNON BRANDS INC.,\n GARETH BIRDSALL, and\n 15 MATTHEW FISH,\n 16 Defendants.\n 17\n [PROPOSED] ORDER AWARDING ATTORNEYS\u2019 FEES\n 18 AND REIMBURSEMENT OF LITIGATION EXPENSES\n 19 This matter came on for hearing on February 27, 2023 (the \u201cSettlement\n 20 Hearing\u201d) on Lead Counsel\u2019s motion for an award of attorneys\u2019 fees and\n 21 reimbursement of Litigation Expenses. The Court having considered all matters\n 22 submitted to it at the Settlement Hearing and otherwise; and it appearing that notice\n 23 of the Settlement Hearing substantially in the form approved by the Court was\n 24 mailed to all Settlement Class Members who or which could be identified with\n 25 reasonable effort, and that a summary notice of the hearing substantially in the form\n 26 approved by the Court was transmitted over the Globe Newswire pursuant to the\n 27 specifications of the Court; and the Court having considered and determined the\n 28\n 1\n\fCase 2:21-cv-03120-JVS-KES Document 89-2 Filed 01/20/23 Page 2 of 4 Page ID\n #:1910\n\n\n\n 1 fairness and reasonableness of the award of attorneys\u2019 fees and Litigation Expenses\n 2 requested,\n 3 NOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n 4 1. This Order incorporates by reference the definitions in the Stipulation\n 5 and Agreement of Settlement dated April 6, 2022 (ECF No. 65-1) (the\n 6 \u201cStipulation\u201d) and all capitalized terms not otherwise defined herein shall have the\n 7 same meanings as set forth in the Stipulation.\n 8 2. The Court has jurisdiction to enter this Order and over the subject\n 9 matter of the Action and all parties to the Action, including all Settlement Class\n 10 Members.\n 11 3. Notice of Lead Counsel\u2019s motion for an award of attorneys\u2019 fees and\n 12 reimbursement of Litigation Expenses was given to all Settlement Class Members\n 13 who could be identified with reasonable effort. The form and method of notifying\n 14 the Settlement Class of the motion for an award of attorneys\u2019 fees and expenses\n 15 satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure, the\n 16 Private Securities Litigation Reform Act of 1995 (15 U.S.C. \u00a7 78u-4(a)(7)), due\n 17 process, and all other applicable law and rules, constituted the best notice\n 18 practicable under the circumstances, and constituted due and sufficient notice to all\n 19 persons and entities entitled thereto.\n 20 4. Lead Counsel are hereby awarded attorneys\u2019 fees in the amount of 25%\n 21 of the Settlement Fund and $23,953.30 in reimbursement of Lead Counsel\u2019s\n 22 litigation expenses (which fees and expenses shall be paid from the Settlement\n 23 Fund), which sums the Court finds to be fair and reasonable.\n 24 5. In making this award of attorneys\u2019 fees and reimbursement of expenses\n 25 to be paid from the Settlement Fund, the Court has considered and found that:\n 26 A. The Settlement has created a fund consisting of $1,000,000 in\n 27 cash that has been funded into escrow pursuant to the terms of the Stipulation,\n 28 and that numerous Settlement Class Members who submit acceptable Claim\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 89-2 Filed 01/20/23 Page 3 of 4 Page ID\n #:1911\n\n\n\n 1 Forms will benefit from the Settlement that occurred because of the efforts of\n 2 Plaintiff\u2019s Counsel;\n 3 B. Copies of the Postcard Notice were mailed and links to the\n 4 Notice and Claim Form were emailed to over 37,481 potential Settlement\n 5 Class Members and nominees stating that Lead Counsel would apply for\n 6 attorneys\u2019 fees in an amount not to exceed 33\u2153% of the Settlement Fund and\n 7 reimbursement of Litigation Expenses in an amount not to exceed $25,000.\n 8 There were no objections to the requested attorneys\u2019 fees and expenses;\n 9 C. Lead Counsel has conducted the litigation and achieved the\n 10 Settlement with skill, perseverance and diligent advocacy;\n 11 D. The Action raised a number of complex issues;\n 12 E. Had Lead Counsel not achieved the Settlement there would\n 13 remain a significant risk that Lead Plaintiff and the other members of the\n 14 Settlement Class may have recovered less or nothing from Defendants;\n 15 F. Lead Counsel undertook the Action on a fully contingent basis,\n 16 thereby assuming the risk of loss;\n 17 G. Lead Counsel devoted over 303.90 hours, with a lodestar value\n 18 of approximately $182,872.50 to achieve the Settlement; and\n 19 H. The amount of attorneys\u2019 fees awarded and expenses to be\n 20 reimbursed from the Settlement Fund are fair and reasonable and consistent\n 21 with awards in similar cases.\n 22 6. Lead Plaintiff Michael G. Quinn is hereby awarded $1,000 from the\n 23 Settlement Fund as reimbursement for his reasonable costs and expenses directly\n 24 related to his representation of the Settlement Class.\n 25 7. Any appeal or any challenge affecting this Court\u2019s approval regarding\n 26 any attorneys\u2019 fees and expense application shall in no way disturb or affect the\n 27 finality of the Judgment.\n 28\n 3\n\fCase 2:21-cv-03120-JVS-KES Document 89-2 Filed 01/20/23 Page 4 of 4 Page ID\n #:1912\n\n\n\n 1 8. Exclusive jurisdiction is hereby retained over the parties and the\n 2 Settlement Class Members for a period of five (5) years for all matters relating to\n 3 this Action, including the administration, interpretation, effectuation or enforcement\n 4 of the Stipulation and this Order.\n 5 9. In the event that the Settlement is terminated or the Effective Date of\n 6 the Settlement otherwise fails to occur, this Order shall be rendered null and void to\n 7 the extent provided by the Stipulation.\n 8 10. There is no just reason for delay in the entry of this Order, and\n 9 immediate entry by the Clerk of the Court is expressly directed.\n 10 SO ORDERED this _______ day of ______________, 2023.\n 11\n 12 ________________________________________\n The Honorable James V. Selna\n 13\n United States District Judge\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 4\n\f","ocr_status":2,"date_upload":"2026-06-29T17:15:39.477382-07:00","document_number":"89","attachment_number":2,"pacer_doc_id":"031039315209","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order Awarding Attorneys' Fees and Reimbursement of Litigation Ex","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484511689/","id":484511689,"tags":[],"absolute_url":"/docket/59811729/89/3/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2026-06-29T17:15:06.930656-07:00","date_modified":"2026-07-17T16:15:11.732025-07:00","sha1":"d060deafaaed620371f36815f5b7256ebb4502a0","page_count":12,"file_size":137329,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 1 of 12 Page\n ID #:1913\n\n\n\n 1 UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n 2\n 3 JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n Individually and On Behalf of All\n 4 Others Similarly Situated, Honorable James V. Selna\n 5 Plaintiff,\n 6 v.\n 7 CHAMPIGNON BRANDS INC.,\n GARETH BIRDSALL, and\n 8 MATTHEW FISH,\n 9 Defendants.\n 10\n JUDGMENT APPROVING CLASS ACTION SETTLEMENT\n 11\n WHEREAS, a consolidated class action is pending in this Court entitled\n 12\n 13 Schneider v. Champignon Brands, Inc., et al., Case No. 2:21-cv-03120 (the \u201cAction\u201d);\n 14 WHEREAS, (a) Lead Plaintiff Michael G. Quinn, on behalf of himself and the\n 15\n Settlement Class (defined below), and (b) defendant Champignon Brands Inc. n/k/a\n 16\n 17 Braxia Scientific Corp., (\u201cBraxia\u201d), and defendants Gareth Birdsall, Roger McIntyre,\n 18 Stephen Brohman, and Matthew Fish (collectively, the \u201cIndividual Defendants\u201d; and,\n 19\n together with Braxia, the \u201cDefendants\u201d; and together with Lead Plaintiff, the\n 20\n 21 \u201cParties\u201d) have entered into a Stipulation and Agreement of Settlement dated April 6,\n 22 2022 (the \u201cStipulation\u201d), that provides for a complete dismissal with prejudice of the\n 23\n claims asserted against Defendants in the Action on the terms and conditions set forth\n 24\n 25 in the Stipulation, subject to the approval of this Court (the \u201cSettlement\u201d);\n 26\n WHEREAS, unless otherwise defined in this Judgment, the capitalized terms\n 27\n herein shall have the same meaning as they have in the Stipulation;\n 28\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 2 of 12 Page\n ID #:1914\n\n\n\n 1 WHEREAS, by Order dated November 4, 2022 (the \u201cPreliminary Approval\n 2\n Order\u201d), this Court: (a) preliminarily approved the Settlement; (b) certified the\n 3\n Settlement Class solely for purposes of effectuating the Settlement; (c) ordered that\n 4\n 5 notice of the proposed Settlement be provided to potential Settlement Class Members;\n 6\n (d) provided Settlement Class Members with the opportunity either to exclude\n 7\n 8 themselves from the Settlement Class or to object to the proposed Settlement; and (e)\n 9 scheduled a hearing regarding final approval of the Settlement;\n 10\n WHEREAS, due and adequate notice has been given to the Settlement Class;\n 11\n 12 WHEREAS, the Court conducted a hearing on February 27, 2023 (the\n\n 13 \u201cSettlement Hearing\u201d) to consider, among other things, (a) whether the terms and\n 14\n conditions of the Settlement are fair, reasonable and adequate to the Settlement Class,\n 15\n 16 and should therefore be approved; and (b) whether a judgment should be entered\n 17 dismissing the Action with prejudice as against Defendants; and\n 18\n WHEREAS, the Court having reviewed and considered the Stipulation, all\n 19\n 20 papers filed and proceedings held herein in connection with the Settlement, all oral\n 21 and written comments received regarding the Settlement, and the record in the Action,\n 22\n and good cause appearing therefor;\n 23\n 24 IT IS HEREBY ORDERED, ADJUDGED AND DECREED:\n\n 25 1. Jurisdiction \u2013 The Court has jurisdiction over the subject matter of the\n 26\n Action, and all matters relating to the Settlement, as well as personal jurisdiction over\n 27\n 28 all of the Parties and each of the Settlement Class Members.\n 2\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 3 of 12 Page\n ID #:1915\n\n\n\n 1 2. Incorporation of Settlement Documents \u2013 This Judgment incorporates\n 2\n and makes a part hereof: (a) the Stipulation filed with the Court on April 7, 2022; and\n 3\n (b) the Notice, the Summary Notice, and the Postcard Notice, all of which were filed\n 4\n 5 with the Court on April 7, 2022.\n 6\n 3. Class Certification for Settlement Purposes \u2013 The Court hereby\n 7\n 8 affirms its determinations in the Preliminary Approval Order certifying, for the\n 9 purposes of the Settlement only, the Action as a class action pursuant to Rules 23(a)\n 10\n and (b)(3) of the Federal Rules of Civil Procedure on behalf of the Settlement Class\n 11\n 12 consisting of all persons and entities that purchased or acquired Braxia shares on the\n 13 OTC Market between March 27, 2020 and February 17, 2021, inclusive (the\n 14\n \u201cSettlement Class Period\u201d) and were injured thereby. Excluded from the Settlement\n 15\n 16 Class are (a) persons who suffered no compensable losses; and (b) (i) Defendants; (ii)\n 17 the legal representatives, heirs, successors, assigns, and members of the immediate\n 18\n families of the Individual Defendants; (iii) the parents, subsidiaries, assigns,\n 19\n 20 successors, predecessors and affiliates of Braxia; (iv) any person who served as an\n 21 Officer and/or director of Braxia during the Settlement Class Period; (v) any entity in\n 22\n which any of the foregoing (i)-(iv) excluded persons have or had a majority ownership\n 23\n 24 interest during the Settlement Class Period; (c) any trust of which any Individual\n 25 Defendant is the grantor or settlor or which is for the benefit of any Individual\n 26\n Defendant and/or member(s) of his or her immediate family; and (d) Defendants\u2019\n 27\n 28 liability insurance carriers. [Also excluded from the Settlement Class are the persons\n 3\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 4 of 12 Page\n ID #:1916\n\n\n\n 1 and entities listed on Exhibit 1 hereto who or which are excluded from the Settlement\n 2\n Class pursuant to request.]\n 3\n 4. Adequacy of Representation \u2013 Pursuant to Rule 23 of the Federal Rules\n 4\n 5 of Civil Procedure, and for the purposes of the Settlement only, the Court hereby\n 6\n affirms its determinations in the Preliminary Approval Order certifying Lead Plaintiff\n 7\n 8 as Class Representative for the Settlement Class and appointing Lead Counsel as\n 9 Class Counsel for the Settlement Class. Lead Plaintiff and Lead Counsel have fairly\n 10\n and adequately represented the Settlement Class both in terms of litigating the Action\n 11\n 12 and for purposes of entering into and implementing the Settlement and have satisfied\n 13 the requirements of Federal Rules of Civil Procedure 23(a)(4) and 23(g), respectively.\n 14\n 5. Notice \u2013 The Court finds that the emailing of a link to the webpage\n 15\n 16 hosting an electronic version of the Notice, the dissemination of the Postcard Notice,\n 17 the online posting of the Notice, and the publication of the Summary Notice: (a) were\n 18\n implemented in accordance with the Preliminary Approval Order; (b) constituted the\n 19\n 20 best notice practicable under the circumstances; (c) constituted notice that was\n 21 reasonably calculated, under the circumstances, to apprise Settlement Class Members\n 22\n of (i) the pendency of the Action; (ii) the effect of the proposed Settlement (including\n 23\n 24 the Releases to be provided thereunder); (iii) Lead Counsel\u2019s motion for an award of\n 25 attorneys\u2019 fees and reimbursement of Litigation Expenses; (iv) their right to object to\n 26\n any aspect of the Settlement, the Plan of Allocation and/or Lead Counsel\u2019s motion for\n 27\n 28 attorneys\u2019 fees and reimbursement of Litigation Expenses; (v) their right to exclude\n 4\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 5 of 12 Page\n ID #:1917\n\n\n\n 1 themselves from the Settlement Class; and (vi) their right to appear at the Settlement\n 2\n Hearing; (d) constituted due, adequate, and sufficient notice to all persons and entities\n 3\n entitled to receive notice of the proposed Settlement; and (e) satisfied the\n 4\n 5 requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States\n 6\n Constitution (including the Due Process Clause), the Private Securities Litigation\n 7\n 8 Reform Act of 1995, 15 U.S.C. \u00a7 78u-4, as amended, and all other applicable law and\n 9 rules.\n 10\n 6. Final Settlement Approval and Dismissal of Claims \u2013 Pursuant to, and\n 11\n 12 in accordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby\n 13 fully and finally approves the Settlement set forth in the Stipulation in all respects\n 14\n (including, without limitation: the amount of the Settlement; the Releases provided\n 15\n 16 for therein; and the dismissal with prejudice of the claims asserted against Defendants\n 17 in the Action), and finds that the Settlement is, in all respects, fair, reasonable and\n 18\n adequate to the Settlement Class. The Parties are directed to implement, perform and\n 19\n 20 consummate the Settlement in accordance with the terms and provisions contained in\n 21 the Stipulation.\n 22\n 7. The Action and all of the claims asserted against Defendants in the\n 23\n 24 Action by Lead Plaintiff and the other Settlement Class Members are hereby\n 25 dismissed with prejudice. The Parties shall bear their own costs and expenses, except\n 26\n as otherwise expressly provided in the Stipulation.\n 27\n 28 8. Binding Effect \u2013 The terms of the Stipulation and of this Judgment shall\n\n 5\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 6 of 12 Page\n ID #:1918\n\n\n\n 1 be forever binding on Defendants, Lead Plaintiff and all other Settlement Class\n 2\n Members (regardless of whether or not any individual Settlement Class Member\n 3\n submits a Claim Form or seeks or obtains a distribution from the Net Settlement\n 4\n 5 Fund), as well as their respective successors and assigns. [The persons and entities\n 6\n listed on Exhibit 1 hereto are excluded from the Settlement Class pursuant to request\n 7\n 8 and are not bound by the terms of the Stipulation or this Judgment.]\n 9 9. Releases \u2013 The Releases set forth in paragraphs 6 and 7 of the\n 10\n Stipulation, together with the definitions contained in paragraph 1 of the Stipulation\n 11\n 12 relating thereto, are expressly incorporated herein in all respects. The Releases are\n 13 effective as of the Effective Date. Accordingly, this Court orders that:\n 14\n (a) Without further action by anyone, and subject to paragraph 10\n 15\n 16 below, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other\n 17 Settlement Class Members, on behalf of themselves, and their respective successors\n 18\n or assigns, in their capacities as such, shall be deemed to have, and by operation of\n 19\n 20 law and of this Judgment shall have, fully, finally and forever waived, released,\n 21 discharged, and dismissed each and every Released Plaintiff\u2019s Claim against\n 22\n Defendants and the other Defendants\u2019 Releasees, and shall forever be enjoined from\n 23\n 24 prosecuting any or all of the Released Plaintiff\u2019s Claims against any of the\n 25 Defendants\u2019 Releasees. This Release shall not apply to any of the Excluded Claims\n 26\n (as that term is defined in paragraph 1(t) of the Stipulation).\n 27\n 28 (b) Without further action by anyone, and subject to paragraph 10\n\n 6\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 7 of 12 Page\n ID #:1919\n\n\n\n 1 below, upon the Effective Date of the Settlement, Defendants, on behalf of\n 2\n themselves, and their respective successors or assigns, in their capacities as such, shall\n 3\n be deemed to have, and by operation of law and of this Judgment shall have, fully,\n 4\n 5 finally and forever waived, released, discharged, and dismissed each and every\n 6\n Released Defendants\u2019 Claim against Lead Plaintiff and the other Plaintiff\u2019s Releasees,\n 7\n 8 and shall forever be enjoined from prosecuting any or all of the Released Defendants\u2019\n 9 Claims against any of the Plaintiff\u2019s Releasees. [This Release shall not apply to any\n 10\n person or entity listed on Exhibit 1 hereto.]\n 11\n 12 10. Notwithstanding paragraphs 9(a) \u2013 (b) above, nothing in this Judgment\n\n 13 shall bar any action by any of the Parties to enforce or effectuate the terms of the\n 14\n Stipulation or this Judgment.\n 15\n 16 11. Rule 11 Findings \u2013 The Court finds and concludes that the Parties and\n\n 17 their respective counsel have complied in all respects with the requirements of Rule\n 18\n 11 of the Federal Rules of Civil Procedure in connection with the institution,\n 19\n 20 prosecution, defense, and settlement of the Action.\n 21 12. No Admissions \u2013 Neither this Judgment, the Term Sheet, the Stipulation\n 22\n (whether or not consummated), including the exhibits thereto and the Plan of\n 23\n 24 Allocation contained therein (or any other plan of allocation that may be approved by\n 25 the Court), the negotiations leading to the execution of the Term Sheet and the\n 26\n Stipulation, nor any proceedings taken pursuant to or in connection with the Term\n 27\n 28 Sheet, the Stipulation and/or approval of the Settlement (including any arguments\n 7\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 8 of 12 Page\n ID #:1920\n\n\n\n 1 proffered in connection therewith):\n 2\n 3 (a) shall be offered against any of the Defendants\u2019 Releasees as\n 4 evidence of, or construed as, or deemed to be evidence of any presumption,\n 5\n concession, or admission by any of the Defendants\u2019 Releasees with respect to the truth\n 6\n 7 of any fact alleged by Lead Plaintiff or the validity of any claim that was or could\n 8 have been asserted or the deficiency of any defense that has been or could have been\n 9\n asserted in this Action or in any other litigation, or of any liability, negligence, fault,\n 10\n 11 or other wrongdoing of any kind of any of the Defendants\u2019 Releasees or in any way\n 12 referred to for any other reason as against any of the Defendants\u2019 Releasees, in any\n 13\n civil, criminal or administrative action or proceeding, other than such proceedings as\n 14\n 15 may be necessary to effectuate the provisions of the Stipulation;\n 16\n 17 (b) shall be offered against any of the Plaintiff\u2019s Releasees, as\n\n 18 evidence of, or construed as, or deemed to be evidence of any presumption,\n 19\n concession or admission by any of the Plaintiff\u2019s Releasees that any of their claims\n 20\n 21 are without merit, that any of the Defendants\u2019 Releasees had meritorious defenses, or\n 22 that damages recoverable under the Complaint would not have exceeded the\n 23\n Settlement Amount or with respect to any liability, negligence, fault or wrongdoing\n 24\n 25 of any kind, or in any way referred to for any other reason as against any of the\n 26 Plaintiff\u2019s Releasees, in any civil, criminal or administrative action or proceeding,\n 27\n other than such proceedings as may be necessary to effectuate the provisions of the\n 28\n 8\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 9 of 12 Page\n ID #:1921\n\n\n\n 1 Stipulation; or\n 2\n 3 (c) shall be construed against any of the Releasees as an admission,\n 4 concession, or presumption that the consideration to be given under the Settlement\n 5\n represents the amount which could be or would have been recovered after trial;\n 6\n 7 provided, however, that the Parties and the Releasees and their respective counsel\n 8 may refer to this Judgment and the Stipulation to effectuate the protections from\n 9\n liability granted hereunder and thereunder or otherwise to enforce the terms of the\n 10\n 11 Settlement.\n 12 13. Retention of Jurisdiction \u2013 Without affecting the finality of this\n 13\n Judgment in any way, this Court retains continuing and exclusive jurisdiction over:\n 14\n 15 (a) the Parties for purposes of the administration, interpretation, implementation and\n 16 enforcement of the Settlement; (b) the disposition of the Settlement Fund; (c) any\n 17\n motion for an award of attorneys\u2019 fees and/or Litigation Expenses by Lead Counsel\n 18\n 19 in the Action that will be paid from the Settlement Fund; (d) any motion to approve\n 20 the Plan of Allocation; (e) any motion to approve the Class Distribution Order; and\n 21\n (f) the Settlement Class Members for all matters relating to the Action.\n 22\n 23 14. Separate orders shall be entered regarding approval of a plan of\n 24\n allocation and the motion of Lead Counsel for an award of attorneys\u2019 fees and\n 25\n reimbursement of Litigation Expenses. Such orders shall in no way affect or delay\n 26\n 27 the finality of this Judgment and shall not affect or delay the Effective Date of the\n 28\n 9\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 10 of 12 Page\n ID #:1922\n\n\n\n 1 Settlement.\n 2\n 15. Modification of the Agreement of Settlement \u2013 Without further\n 3\n approval from the Court, Lead Plaintiff and Defendants are hereby authorized to agree\n 4\n 5 to and adopt such amendments or modifications of the Stipulation or any exhibits\n 6\n attached thereto to effectuate the Settlement that: (a) are not materially inconsistent\n 7\n 8 with this Judgment; and (b) do not materially limit the rights of Settlement Class\n 9 Members in connection with the Settlement. Without further order of the Court, Lead\n 10\n Plaintiff and Defendants may agree to reasonable extensions of time to carry out any\n 11\n 12 provisions of the Settlement.\n 13 16. Termination of Settlement \u2013 If the Settlement is terminated as provided\n 14\n in the Stipulation or the Effective Date of the Settlement otherwise fails to occur, this\n 15\n 16 Judgment shall be vacated, rendered null and void and be of no further force and\n 17 effect, except as otherwise provided by the Stipulation, and this Judgment shall be\n 18\n without prejudice to the rights of Lead Plaintiff, the other Settlement Class Members\n 19\n 20 and Defendants, and the Parties shall revert to their respective positions in the Action\n 21 as of February 25, 2022, as provided in the Stipulation.\n 22\n 17. Entry of Final Judgment \u2013 There is no just reason to delay the entry of\n 23\n 24 this Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court\n 25 is expressly directed to immediately enter this final judgment in this Action.\n 26\n 27\n 28\n 10\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 11 of 12 Page\n ID #:1923\n\n\n\n 1 SO ORDERED this _______ day of ______________, 2023.\n 2\n 3\n ________________________________________\n 4\n The Honorable James V. Selna\n 5 United States District Judge\n 6\n 7\n 8\n 9\n 10\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 11\n\fCase 2:21-cv-03120-JVS-KES Document 89-3 Filed 01/20/23 Page 12 of 12 Page\n ID #:1924\n\n\n\n 1 Exhibit 1\n 2\n [List of Persons and Entities Excluded from the Settlement Class Pursuant to\n 3\n Request]\n 4\n 5\n 6\n 7\n 8\n 9\n 10\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n 12\n\f","ocr_status":1,"date_upload":"2026-07-06T09:41:55.764727-07:00","document_number":"89","attachment_number":3,"pacer_doc_id":"031039315210","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order - Judgment Approving Class Action Settlement","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484511690/","id":484511690,"tags":[],"absolute_url":"/docket/59811729/89/4/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2026-06-29T17:15:06.966490-07:00","date_modified":"2026-07-06T09:41:35.120362-07:00","sha1":"cdec8e99b6397c556115c528f0d34be101500dd0","page_count":35,"file_size":1881833,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.4.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.89.4.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 1 of 35 Page\n ID #:1925\n\n\n\n 1 UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n 2\n\n 3 JEFFREY N. SCHNEIDER, Individually and Case No. 2:21-cv-03120-JVS-KES\n On Behalf of All Others Similarly Situated,\n 4\n Honorable James V. Selna\n 5 Plaintiff,\n v.\n 6\n CHAMPIGNON BRANDS INC., GARETH\n 7 BIRDSALL, and MATTHEW FISH,\n 8\n Defendants.\n 9\n\n10 DECLARATION OF MARGERY CRAIG CONCERNING: (A) MAILING OF THE\n POSTCARD NOTICE; (B) PUBLICATION OF THE SUMMARY NOTICE; AND\n11 (C) REPORT ON REQUESTS FOR EXCLUSION AND OBJECTIONS\n12\n I, Margery Craig, declare as follows:\n13\n 1. I am a Project Manager of Strategic Claims Services (\u201cSCS\u201d), a nationally\n14\n recognized class action administration firm. I have over fifteen years of experience specializing\n15\n\n16 in the administration of class action cases. SCS was established in April 1999 and has\n\n17 administered over five hundred twenty-five (525) class action cases since its inception. Pursuant\n18 to the Court\u2019s Order Preliminarily Approving Settlement and Providing for Notice, dated\n19\n November 4, 2022 (Dkt. No. 88) (\u201cPreliminary Approval Order\u201d), SCS was retained as the\n20\n Claims Administrator in connection with the Settlement of the above-captioned action. 1\n21\n 2. I submit this declaration in order to provide the Court and the Parties information\n22\n\n23 regarding the mailing of the Postcard Notice and emailing of the link to the webpage hosting the\n\n24 Notice of (I) Pendency of Class Action, Certification of the Settlement Class, and Proposed\n\n25\n\n26 1\n All capitalized terms used herein that are not otherwise defined have the meanings ascribed to\n them in the Stipulation and Agreement of Settlement dated April 6, 2022 (Dkt. No. 65-1) (the\n27 \u201cStipulation\u201d).\n28\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 2 of 35 Page\n ID #:1926\n\n\n\n 1 Settlement; (II) Settlement Hearing; and (III) Motion for an Award of Attorneys\u2019 Fees and\n\n 2 Reimbursement of Litigation Expenses (\u201cNotice\u201d) and Proof of Claim and Release Form (\u201cClaim\n 3\n Form\u201d) to potential Settlement Class Members, as well as updates concerning other aspects of\n 4\n the Settlement administration process. I have personal knowledge of the facts set forth herein,\n 5\n and if called on to do so, I could and would testify competently thereto.\n 6\n MAILING OF POSTCARD NOTICE\n 7\n\n 8 3. Pursuant to the Preliminary Approval Order, to provide actual notice to those\n\n 9 persons and entities that purchased or acquired Braxia shares on the OTC Market publicly traded\n10 from March 27, 2020 through February 17, 2021, inclusive (\u201cSettlement Class Period\u201d), SCS\n11\n printed and mailed the Postcard Notice to potential members of the Settlement Class. A true and\n12\n correct copy of the Postcard Notice is attached as Exhibit A.\n13\n 4. SCS sent the Depository Trust Company (\u201cDTC\u201d) a Notice and Claim Form for\n14\n\n15 the DTC to publish on its Legal Notice System (\u201cLENS\u201d) on November 18, 2022. LENS\n\n16 provides DTC participants the ability to search and download legal notices as well as receive e-\n\n17 mail alerts based on particular notices or particular CUSIPs once a legal notice is posted. A copy\n18 of the Notice and Claim Form is attached as Exhibit B.\n19\n 5. As in most class actions of this nature, the large majority of potential Settlement\n20\n Class Members are expected to be beneficial purchasers whose securities are held in \u201cstreet\n21\n name\u201d \u2014 i.e., the securities are purchased by brokerage firms, banks, institutions and other third-\n22\n\n23 party nominees in the name of the nominee, on behalf of the beneficial purchasers. The names\n\n24 and addresses of these beneficial purchasers are known only to the nominees. SCS maintains a\n\n25 proprietary master list consisting of 811 banks and brokerage companies (\u201cNominee Account\n26\n Holders\u201d), as well as 942 mutual funds, insurance companies, pension funds, and money\n27\n\n28\n\n 2\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 3 of 35 Page\n ID #:1927\n\n\n\n 1 managers (\u201cInstitutional Groups\u201d). On November 18, 2022, SCS caused a letter to be mailed or\n\n 2 e-mailed to the 1,753 nominees contained in the SCS master mailing list. The letter notified them\n 3\n of the Settlement and requested that they, within 7 calendar days from the date of the letter,\n 4\n either request copies of the Postcard Notice or email the link to the webpage hosting the Notice\n 5\n and Claim Form to their customers who may be beneficial purchasers/owners or provide SCS\n 6\n with a list of the names, mailing addresses, and email addresses of such beneficial\n 7\n\n 8 purchasers/owners so that SCS could promptly mail Postcard Notice or email the link to the\n\n 9 webpage hosting the Notice and Claim Form directly to them. A copy of the letter sent to these\n10 nominees is attached as Exhibit C.\n11\n 6. SCS mailed, by first class mail, postage prepaid, the Postcard Notice to 167\n12\n individuals and organizations identified in the transfer records which were provided to SCS by\n13\n Defendants\u2019 Counsel. These records reflect persons and entities that purchased Braxia shares for\n14\n\n15 their own account, or for the account(s) of their clients, during the Settlement Class Period. The\n\n16 transfer record mailing was completed on November 18, 2022.\n\n17 7. Following this mailing, SCS received 4,518 additional names and addresses of\n18 potential Settlement Class Members from individuals or nominees requesting that a Postcard\n19\n Notice be mailed by SCS, SCS received a request from one nominee for 12,000 Postcard Notices\n20\n so that the nominee could forward them to their customers, and SCS was notified by four\n21\n nominees that they mailed 56 Postcard Notices to their customers. To date, 16,741 Postcard\n22\n\n23 Notices have been mailed to potential Settlement Class Members.\n\n24 8. Additionally, SCS was provided with eight email addresses by Lead Counsel to\n\n25 email the link to the webpage hosting the Notice and Claim Form, and SCS was notified by one\n26\n of the nominees that they emailed 20,732 of their customers to notify them of this settlement and\n27\n\n28\n\n 3\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 4 of 35 Page\n ID #:1928\n\n\n\n 1 provide the link to the webpage hosting the Notice and Claim Form. To date, 20,740 emails have\n\n 2 been sent to potential Settlement Class Members.\n 3\n 9. In total 37,481 potential Settlement Class Members were notified either by mailed\n 4\n Postcard Notice or emailed the link to the webpage hosting the Notice and Claim Form. 2\n 5\n PUBLICATION OF THE SUMMARY NOTICE\n 6\n 10. Pursuant to the Preliminary Approval Order, the Summary Notice of Pendency\n 7\n\n 8 and Proposed Class Action Settlement (\u201cSummary Notice\u201d) was published electronically over\n\n 9 Globe Newswire on December 14, 2022 as shown in the confirmations of publications attached\n10 hereto as Exhibit D.\n11\n TOLL-FREE PHONE LINE\n12\n 11. SCS maintains a toll-free telephone number (1-866-274-4004) for potential\n13\n Settlement Class Members to call and obtain information about the Settlement as well as request\n14\n\n15 a Notice and Claim Form. SCS has promptly responded to each telephone inquiry and will\n\n16 continue to address Settlement Class Member inquiries.\n\n17 SETTLEMENT WEBPAGE\n18 12. On November 18, 2022, SCS established a webpage on its website at\n19\n www.strategicclaims.net/Braxia/. The webpage is accessible 24 hours a day, 7 days a week. The\n20\n webpage contains the current status of this case; the case deadlines; the online claim filing link;\n21\n and important documents such as the Notice and Claim Form, the Postcard Notice, the\n22\n\n23 Preliminary Approval Order, the Civil Minutes for Order Regarding Motion for Preliminary\n\n24 Approval of Class Settlement and Related Motions, the Declaration of Casey E. Sadler in\n\n25\n\n26 2\n SCS received 2 requests for the Notice and Claim Form to be mailed to potential Settlement\n27 Class Members from the Postcard Notice mailing. SCS immediately mailed out the Notice and\n Claim Form for these requests.\n28\n\n 4\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 5 of 35 Page\n ID #:1929\n\n\n\n 1 Support of Lead Counsel\u2019s Motion for a Preliminary Award of Attorneys\u2019 Fees and\n\n 2 Reimbursement of Litigation Expenses, the Memorandum of Law in Support of Lead Counsel\u2019s\n 3\n Motion on for a Preliminary Award of Attorneys\u2019 Fees and Reimbursement of Litigation\n 4\n Expenses, the Supplemental Declaration of Casey E. Sadler in Support of Lead Plaintiff\u2019s\n 5\n Unopposed Motion for (I) Preliminary Approval of Class Action Settlement, (II) Certification of\n 6\n the Settlement Class, and (III) Approval of Notice to the Settlement Class, the Plaintiff\u2019s\n 7\n\n 8 Response to Court\u2019s Order Regarding Additional Briefing on Class Definition, and the\n\n 9 Stipulation with exhibits.\n10 REPORT ON EXCLUSIONS AND OBJECTIONS\n11\n 13. The Postcard Notice, Notice, and Summary Notice informed potential Settlement\n12\n Class Members that written requests for exclusion are to be mailed to SCS such that they are\n13\n received no later than February 6, 2023. SCS has monitored all mail delivered for this case. To\n14\n\n15 date, SCS has not received any exclusion requests.\n\n16 14. According to the Notice, Settlement Class Members seeking to object to the\n\n17 Settlement, the proposed Plan of Allocation or Lead Counsel\u2019s motion for an award of attorneys\u2019\n18 fees and reimbursement of Litigation Expenses, must be submitted to the Clerk of the Court,\n19\n Lead Counsel, and Defendants\u2019 Counsel such that they are filed or received on or before\n20\n February 6, 2023. As of the date of this Declaration, SCS has not been notified of any objections\n21\n or received any misdirected objections.\n22\n\n23 I declare under penalty of perjury that the foregoing is true and correct.\n\n24 Signed this 20th day of January, in Media, Pennsylvania.\n\n25\n\n26\n ________________________\n27 Margery Craig\n\n28\n\n 5\n\fSchneider v. Champignon Brands Inc.\nc/o Strategic Claims Services\n600 N. Jackson Street, Suite 205\nMedia, PA 19063\n\n\nCOURT-ORDERED LEGAL NOTICE\n\nImportant Notice about a Securities Class\nAction Settlement.\n\nYou may be entitled to a CASH payment.\nThis Notice may affect your legal rights.\nPlease read it carefully.\n\nSchneider v. Champignon Brands Inc.\n Case 2:21-cv-03120-JVS-KES\n\n\n\n\nCase No. 2:21-cv-03120-JVS-KES\n EXHIBIT A\n Document 89-4\n\n\n\n\nSchneider v. Champignon Brands Inc.\n ID #:1930\n\n\n\n\nc/o Strategic Claims Services\n600 N. Jackson Street, Suite 205\nMedia, PA 19063\n\n\nCOURT-ORDERED LEGAL NOTICE\n Filed 01/20/23\n\n\n\n\nImportant Notice about a Securities Class\nAction Settlement.\n\nYou may be entitled to a CASH payment.\nThis Notice may affect your legal rights.\nPlease read it carefully.\n\nSchneider v. Champignon Brands Inc.\nCase No. 2:21-cv-03120-JVS-KES\n Page 6 of 35 Page\n\f THIS CARD PROVIDES ONLY LIMITED INFORMATION ABOUT THE SETTLEMENT.\n PLEASE VISIT WWW.STRATEGICCLAIMS.NET/BRAXIA/ FOR MORE INFORMATION.\n\nThere has been a proposed Settlement of claims against Champignon Brands Inc. n/k/a Braxia Scientific Corp., (\u201cBraxia\u201d) and certain\nexecutives of Braxia (collectively, the \u201cDefendants\u201d). The Settlement would resolve a lawsuit in which Plaintiff alleges that Defendants\ndisseminated materially false and misleading information to the investing public in violation of the federal securities laws. Defendants deny\nany wrongdoing. You received this Postcard Notice because you or someone in your family may have purchased or acquired Braxia shares\non the OTC stock market between March 27, 2020 and February 17, 2021, inclusive, and been damaged thereby.\nDefendants have agreed to pay a Settlement Amount of $1,000,000. The Settlement provides that the Settlement Fund, after deduction of\nany Court-approved attorneys\u2019 fees and expenses, notice and administration costs, and taxes, is to be divided among all Settlement Class\nMembers who submit a valid Claim Form, in exchange for the settlement of this case and the Releases by Settlement Class Members of\nclaims related to this case. For all details of the Settlement, read the Stipulation and full Notice, available at\nwww.strategicclaims.net/Braxia/.\nYour share of the Settlement proceeds will depend on the number of valid Claims submitted, and the number, size and timing of your\ntransactions in Braxia shares. If every eligible Settlement Class Member submits a valid Claim Form, the average recovery will be $0.019\nper eligible share before expenses and other Court-ordered deductions. Your award will be determined pro rata based on the number of\nclaims submitted. This is further explained in the detailed Notice found on the Settlement website.\nTo qualify for payment, you must submit a Claim Form. The Claim Form can be found on the website or will be mailed to you upon\nrequest to the Claims Administrator (866-274-4004). Claim Forms must be submitted online or postmarked by March 30, 2023. If you\ndo not want to be legally bound by the Settlement, you must exclude yourself by February 6, 2023, or you will not be able to sue\nDefendants about the legal claims in this case. If you exclude yourself, you cannot get money from this Settlement. If you want to object to\nthe Settlement, you may file an objection by February 6, 2023. The detailed Notice explains how to submit a Claim Form, exclude yourself\n Case 2:21-cv-03120-JVS-KES\n\n\n\n\nor object.\nThe Court will hold a hearing in this case on February 27, 2023, to consider whether to approve the Settlement and a request by the lawyers\nrepresenting the Settlement Class for up to 33\u2153% of the Settlement Fund in attorneys\u2019 fees, plus actual expenses up to $25,000 for\nlitigating the case and negotiating the Settlement, which may include an application for reimbursement of Plaintiff\u2019s costs and expenses\nrelated to his representation of the Settlement Class You may attend the hearing and ask to be heard by the Court, but you do not have to.\nFor more information, call toll-free (866-274-4004) or visit the website www.strategicclaims.net/Braxia/and read the detailed Notice.\n\n\n THIS CARD PROVIDES ONLY LIMITED INFORMATION ABOUT THE SETTLEMENT.\n Document 89-4\n\n\n\n\n PLEASE VISIT WWW.STRATEGICCLAIMS.NET/BRAXIA/ FOR MORE INFORMATION.\n ID #:1931\n\n\n\n\nThere has been a proposed Settlement of claims against Champignon Brands Inc. n/k/a Braxia Scientific Corp., (\u201cBraxia\u201d) and certain\nexecutives of Braxia (collectively, the \u201cDefendants\u201d). The Settlement would resolve a lawsuit in which Plaintiff alleges that Defendants\ndisseminated materially false and misleading information to the investing public in violation of the federal securities laws. Defendants deny\nany wrongdoing. You received this Postcard Notice because you or someone in your family may have purchased or acquired Braxia shares\non the OTC stock market between March 27, 2020 and February 17, 2021, inclusive, and been damaged thereby.\nDefendants have agreed to pay a Settlement Amount of $1,000,000. The Settlement provides that the Settlement Fund, after deduction of\nany Court-approved attorneys\u2019 fees and expenses, notice and administration costs, and taxes, is to be divided among all Settlement Class\nMembers who submit a valid Claim Form, in exchange for the settlement of this case and the Releases by Settlement Class Members of\nclaims related to this case. For all details of the Settlement, read the Stipulation and full Notice, available at\n Filed 01/20/23\n\n\n\n\nwww.strategicclaims.net/Braxia/.\nYour share of the Settlement proceeds will depend on the number of valid Claims submitted, and the number, size and timing of your\ntransactions in Braxia shares. If every eligible Settlement Class Member submits a valid Claim Form, the average recovery will be $0.019\nper eligible share before expenses and other Court-ordered deductions. Your award will be determined pro rata based on the number of\nclaims submitted. This is further explained in the detailed Notice found on the Settlement website.\nTo qualify for payment, you must submit a Claim Form. The Claim Form can be found on the website or will be mailed to you upon\nrequest to the Claims Administrator (866-274-4004). Claim Forms must be submitted online or postmarked by March 30, 2023. If you\ndo not want to be legally bound by the Settlement, you must exclude yourself by February 6, 2023, or you will not be able to sue\nDefendants about the legal claims in this case. If you exclude yourself, you cannot get money from this Settlement. If you want to object to\nthe Settlement, you may file an objection by February 6, 2023. The detailed Notice explains how to submit a Claim Form, exclude yourself\nor object.\nThe Court will hold a hearing in this case on February 27, 2023, to consider whether to approve the Settlement and a request by the lawyers\n Page 7 of 35 Page\n\n\n\n\nrepresenting the Settlement Class for up to 33\u2153% of the Settlement Fund in attorneys\u2019 fees, plus actual expenses up to $25,000 for\nlitigating the case and negotiating the Settlement, which may include an application for reimbursement of Plaintiff\u2019s costs and expenses\nrelated to his representation of the Settlement Class You may attend the hearing and ask to be heard by the Court, but you do not have to.\nFor more information, call toll-free (866-274-4004) or visit the website www.strategicclaims.net/Braxia/and read the detailed Notice.\n\f Case 2:21-cv-03120-JVS-KES Document 89-4EXHIBIT B\n Filed 01/20/23 Page 8 of 35 Page\n ID #:1932\n\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n\n JEFFREY N. SCHNEIDER, Individually and Case No. 2:21-cv-03120-JVS-KES\n On Behalf of All Others Similarly Situated,\n Honorable James V. Selna\n Plaintiff,\n v.\n\n CHAMPIGNON BRANDS INC., GARETH\n BIRDSALL, and MATTHEW FISH,\n\n Defendants.\n\n\nNOTICE OF (I) PENDENCY OF CLASS ACTION, CERTIFICATION OF THE SETTLEMENT\n CLASS, AND PROPOSED SETTLEMENT; (II) SETTLEMENT HEARING; AND (III)\n MOTION FOR\n AN AWARD OF ATTORNEYS\u2019 FEES AND\n REIMBURSEMENT OF LITIGATION EXPENSES\n\n A Federal Court authorized this Notice. This is not a solicitation from a lawyer.\nNOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights may be affected by the\nabove-captioned securities class action (the \u201cAction\u201d) pending in the United States District Court for the\nCentral District of California (the \u201cCourt\u201d), if, during the period between March 27, 2020 and February\n17, 2021, inclusive (the \u201cSettlement Class Period\u201d), you purchased or acquired Braxia shares on the OTC\nstock market and were damaged thereby. 1\n\nNOTICE OF SETTLEMENT: Please also be advised that the Court-appointed Lead Plaintiff, Michael G.\nQuinn (\u201cLead Plaintiff\u201d), on behalf of himself and the Settlement Class (as defined in \u00b6 22 below), have\nreached a proposed settlement of the Action for $1,000,000 in cash that, if approved, will resolve all claims\nin the Action (the \u201cSettlement\u201d).\nPLEASE READ THIS NOTICE CAREFULLY. This Notice explains important rights you may\nhave, including the possible receipt of cash from the Settlement. If you are a member of the\nSettlement Class, your legal rights will be affected whether or not you act.\nIf you have any questions about this Notice, the proposed Settlement, or your eligibility to\nparticipate in the Settlement, please DO NOT contact Braxia, any other Defendants in the Action,\nor their counsel. All questions should be directed to Lead Counsel or the Claims Administrator (see\n\u00b6 81 below).\n 1. Description of the Action and the Settlement Class: This Notice relates to a proposed\nSettlement of claims in a pending securities class action brought by investors alleging, among other things,\nthat defendants Champignon Brands Inc. n/k/a Braxia Scientific Corp., (\u201cBraxia\u201d), Gareth Birdsall\n\n1\n All capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings ascribed to them in\nthe Stipulation and Agreement of Settlement dated April 6, 2022 (the \u201cStipulation\u201d), which is available at\nwww.strategicclaims.net/Braxia/.\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 9 of 35 Page\n ID #:1933\n\n(\u201cBirdsall\u201d), Roger McIntyre (\u201cMcIntyre\u201d), Stephen Brohman (\u201cBrohman\u201d), and Matthew Fish (\u201cFish\u201d)\n(collectively, the \u201cDefendants\u201d)2 violated the federal securities laws by making false and misleading\nstatements regarding Braxia. A more detailed description of the Action is set forth in paragraphs 11-21\nbelow. The proposed Settlement, if approved by the Court, will settle claims of the Settlement Class, as\ndefined in paragraph 22 below.\n 2. Statement of the Settlement Class\u2019s Recovery: Subject to Court approval, Lead Plaintiff, on\nbehalf of himself and the Settlement Class, has agreed to settle the Action in exchange for a settlement\npayment of $1,000,000 in cash (the \u201cSettlement Amount\u201d) to be deposited into an escrow account. The\nNet Settlement Fund (i.e., the Settlement Amount plus any and all interest earned thereon (the \u201cSettlement\nFund\u201d) less (a) any Taxes, (b) any Notice and Administration Costs, (c) any Litigation Expenses awarded\nby the Court, and (d) any attorneys\u2019 fees awarded by the Court) will be distributed in accordance with a\nplan of allocation that is approved by the Court, which will determine how the Net Settlement Fund shall\nbe allocated among members of the Settlement Class. The proposed plan of allocation (the \u201cPlan of\nAllocation\u201d) is set forth on pages 10-14 below.\n 3. Estimate of Average Amount of Recovery Per Share: Based on Lead Plaintiff\u2019s damages\nexpert\u2019s estimates of the number of Braxia shares purchased on the OTC stock market during the\nSettlement Class Period that may have been affected by the conduct at issue in the Action and assuming\nthat all Settlement Class Members elect to participate in the Settlement, the estimated average recovery\n(before the deduction of any Court-approved fees, expenses and costs as described herein) per eligible\nshare is $0.019. Settlement Class Members should note, however, that the foregoing average recovery\nper share is only an estimate. Some Settlement Class Members may recover more or less than this\nestimated amount depending on, among other factors, the number of Braxia shares purchased, when and\nat what prices they purchased/acquired or sold their Braxia shares, and the total number of valid Claim\nForms submitted. Distributions to Settlement Class Members will be made based on the Plan of Allocation\nset forth herein (see pages 10-14 below) or such other plan of allocation as may be ordered by the Court.\n 4. Average Amount of Damages Per Share: The Parties do not agree on the average amount of\ndamages per share that would be recoverable if Lead Plaintiff were to prevail in the Action. Among other\nthings, Defendants do not agree with the assertion that they violated the federal securities laws or that any\ndamages were suffered by any members of the Settlement Class as a result of their conduct.\n 5. Attorneys\u2019 Fees and Expenses Sought: Plaintiff\u2019s Counsel, which have been prosecuting the\nAction on a wholly contingent basis since its inception in 2021, have not received any payment of\nattorneys\u2019 fees for their representation of the Settlement Class and have advanced the funds to pay\nexpenses necessarily incurred to prosecute this Action. Court-appointed Lead Counsel, Glancy Prongay\n& Murray LLP, will apply to the Court for an award of attorneys\u2019 fees for all Plaintiff\u2019s Counsel in an\namount not to exceed 33\u2153% of the Settlement Fund. In addition, Lead Counsel will apply for\nreimbursement of Litigation Expenses paid or incurred in connection with the institution, prosecution and\nresolution of the claims against the Defendants, in an amount not to exceed $25,000, which may include\nan application for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiff directly\nrelated to his representation of the Settlement Class. Any fees and expenses awarded by the Court will be\npaid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or\nexpenses. Estimates of the average cost per affected share of Braxia stock, if the Court approves Lead\nCounsel\u2019s fee and expense application, is $0.007 per eligible share.\n\n\n\n2\n Defendants Birdsall, McIntyre, Brohman, and Fish are collectively referred to herein as the \u201cIndividual Defendants.\u201d\n\n 2\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 10 of 35 Page\n ID #:1934\n\n\n 6. Identification of Attorneys\u2019 Representatives: Lead Plaintiff and the Settlement Class are\nrepresented by Casey Sadler, Esq. of Glancy Prongay & Murray LLP, 1925 Century Park East, Suite 2100,\nLos Angeles, CA 90067, (888) 773-9224, settlements@glancylaw.com.\n 7. Reasons for the Settlement: Lead Plaintiff\u2019s principal reason for entering into the Settlement is\nthe substantial immediate cash benefit for the Settlement Class without the risk or the delays inherent in\nfurther litigation. Moreover, the substantial cash benefit provided under the Settlement must be\nconsidered against the significant risk that a smaller recovery \u2013 or indeed no recovery at all \u2013 might be\nachieved after contested motions, a trial of the Action and the likely appeals that would follow a trial.\nThis process could be expected to last several years. Defendants, who deny all allegations of wrongdoing\nor liability whatsoever, are entering into the Settlement solely to eliminate the uncertainty, burden and\nexpense of further protracted litigation.\n YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:\n SUBMIT A CLAIM FORM This is the only way to be eligible to receive a payment from the\n ONLINE OR POSTMARKED Settlement Fund. If you are a Settlement Class Member and you\n NO LATER THAN MARCH 30, remain in the Settlement Class, you will be bound by the Settlement\n 2023. as approved by the Court and you will give up any Released\n Plaintiff\u2019s Claims (defined in \u00b6 31 below) that you have against\n Defendants and the other Defendants\u2019 Releasees (defined in \u00b6 32\n below), so it is in your interest to submit a Claim Form.\n EXCLUDE YOURSELF FROM If you exclude yourself from the Settlement Class, you will not be\n THE SETTLEMENT CLASS eligible to receive any payment from the Settlement Fund. This is\n BY SUBMITTING A the only option that allows you ever to be part of any other lawsuit\n WRITTEN REQUEST FOR against any of the Defendants or the other Defendants\u2019 Releasees\n EXCLUSION SO THAT IT IS concerning the Released Plaintiff\u2019s Claims.\n RECEIVED NO LATER THAN\n FEBRUARY 6, 2023.\n OBJECT TO THE If you do not like the proposed Settlement, the proposed Plan of\n SETTLEMENT BY Allocation, or the request for attorneys\u2019 fees and reimbursement of\n SUBMITTING A WRITTEN Litigation Expenses, you may write to the Court and explain why\n OBJECTION SO THAT IT IS you do not like them. You cannot object to the Settlement, the Plan\n RECEIVED NO LATER THAN of Allocation or the fee and expense request unless you are a\n FEBRUARY 6, 2023. Settlement Class Member and do not exclude yourself from the\n Settlement Class.\n GO TO A HEARING ON Filing a written objection and notice of intention to appear by\n FEBRUARY 27, 2023 AT 1:30 February 6, 2023 allows you to speak in Court, at the discretion of\n P.M., AND FILE A NOTICE the Court, about the fairness of the proposed Settlement, the Plan of\n OF INTENTION TO APPEAR Allocation, and/or the request for attorneys\u2019 fees and reimbursement\n SO THAT IT IS RECEIVED of Litigation Expenses. If you submit a written objection, you may\n NO LATER THAN (but you do not have to) attend the hearing and, at the discretion of\n FEBRUARY 6, 2023. the Court, speak to the Court about your objection.\n DO NOTHING. If you are a member of the Settlement Class and you do not submit\n a valid Claim Form, you will not be eligible to receive any payment\n from the Settlement Fund. You will, however, remain a member of\n the Settlement Class, which means that you give up your right to sue\n about the claims that are resolved by the Settlement and you will be\n bound by any judgments or orders entered by the Court in the\n Action.\n\n 3\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 11 of 35 Page\n ID #:1935\n\n WHAT THIS NOTICE CONTAINS\nWhy Did I Get The Postcard Notice? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 4\nWhat Is This Case About? . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . Page 5\nHow Do I Know If I Am Affected By The Settlement? Who Is Included\n In The Settlement Class? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 6\nWhat Are Lead Plaintiff\u2019s Reasons For The Settlement? . . . . . . . . . . . . . . . Page 6\nWhat Might Happen If There Were No Settlement? . . . . . . . . . . . . . . . . . . . Page 7\nHow Are Settlement Class Members Affected By The Action And\n The Settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 7\nHow Do I Participate In The Settlement? What Do I Need To Do? . . . . . . . Page 9\nHow Much Will My Payment Be? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 9\nWhat Payment Are The Attorneys For The Settlement Class Seeking?\n How Will The Lawyers Be Paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 14\nWhat If I Do Not Want To Be A Member Of The Settlement Class?\n How Do I Exclude Myself? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 14\nWhen And Where Will The Court Decide Whether To Approve The Settlement?\n Do I Have To Come To The Hearing? May I Speak At The Hearing If I\n Don\u2019t Like The Settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 15\nWhat If I Bought Shares On Someone Else\u2019s Behalf? . . . . . . . . . . . . . . . . . . Page 16\nCan I See The Court File? Whom Should I Contact If I Have Questions? . . Page 17\n\n WHY DID I GET THE POSTCARD NOTICE?\n 8. The Court directed that the Postcard Notice be emailed or mailed to you because you or someone\nin your family or an investment account for which you serve as a custodian may have purchased or\nacquired Braxia shares on the OTC stock market during the Settlement Class Period. The Court also\ndirected that this Notice be posted online at www.strategicclaims.net/Braxia/ and mailed to you upon\nrequest to the Claims Administrator. The Court has directed us to disseminate these notices because, as a\npotential Settlement Class Member, you have a right to know about your options before the Court rules\non the proposed Settlement. Additionally, you have the right to understand how this class action lawsuit\nmay generally affect your legal rights. If the Court approves the Settlement, and the Plan of Allocation\n(or some other plan of allocation), the claims administrator selected by Lead Counsel and approved by the\nCourt will make payments pursuant to the Settlement after any objections and appeals are resolved.\n 9. The purpose of this Notice is to inform you of the existence of this case, that it is a class action,\nhow you might be affected, and how to exclude yourself from the Settlement Class if you wish to do so.\nIt is also being sent to inform you of the terms of the proposed Settlement, and of a hearing to be held by\nthe Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of\nAllocation and the motion by Lead Counsel for an award of attorneys\u2019 fees and reimbursement of\nLitigation Expenses (the \u201cSettlement Hearing\u201d). See paragraph 72 below for details about the Settlement\nHearing, including the date and location of the hearing.\n 10. The issuance of this Notice is not an expression of any opinion by the Court concerning the merits\nof any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the\nCourt approves the Settlement and a plan of allocation, then payments to Authorized Claimants will be\nmade after any appeals are resolved and after the completion of all claims processing. Please be patient,\nas this process can take some time to complete.\n\n\n\n 4\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 12 of 35 Page\n ID #:1936\n\n WHAT IS THIS CASE ABOUT?\n 11. On April 10, 2021, a class action complaint was filed in the United States District Court for the\nCentral District of California (the \u201cCourt\u201d), styled Schneider v. Champignon Brands, Inc., et al., Case No.\n2:21-cv-03120.\n 12. On June 9, 2021, a number of movants applied for appointment as lead plaintiff pursuant to the\nPrivate Securities Litigation Reform Act (the \u201cPSLRA\u201d), including Kenneth Kessler, Michael G. Quinn,\nand Tim Ryan. On June 21, 2021, Tim Ryan filed a statement of non-opposition to the appointment of\nMr. Kessler or Mr. Quinn. Messrs. Kessler and Quinn each filed oppositions on June 21, 2021 and replies\non June 28, 2021.\n 13. By Order dated June 29, 2021, the appointed Michael G. Quinn as Lead Plaintiff for the action;\nand approved Lead Plaintiff\u2019s selection of Glancy Prongay & Murray LLP as Lead Counsel for the class.\n 14. On November 3, 2021, Lead Plaintiff filed and served the Amended Class Action Complaint for\nViolations of Federal Securities Laws (the \u201cComplaint\u201d) asserting claims against all Defendants under\nSection 10(b) of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) and Rule 10b-5 promulgated\nthereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act. Among other\nthings, the Complaint alleged that Defendants made materially false and misleading statements about the\nCompany\u2019s pending and future acquisitions. The Complaint further alleged that the prices of Braxia\u2019s\nshares were artificially inflated as a result of Defendants\u2019 allegedly false and misleading statements, and\ndeclined when the truth was revealed.\n 15. On December 20, 2021, Defendants moved to dismiss the Complaint and requested judicial notice\nof 29 exhibits.\n 16. Beginning in January 2022, while Lead Plaintiff was researching and preparing his opposition to\nDefendants\u2019 motion to dismiss, the Parties began exploring to possibility of resolving this Action.\nDiscussions included numerous telephone calls and emails exchanged amongst the Parties.\n 17. On January 14, 2022, the Parties entered a joint stipulation extending Lead Plaintiff\u2019s deadline to\nrespond to Defendants\u2019 motion to dismiss for thirty (30) days and informed the Court that the Parties had\nbegun earnest settlement discussions through their respective counsel and, based on those discussions,\nLead Plaintiff served a confidential settlement demand on Defendants on January 13, 2022. The Court\ngranted the Parties request for an extension on January 18, 2022.\n 18. On February 18, 2022, the Parties notified the Court of an agreement in principle to settle the\nAction and were working to memorialize their agreement. The Parties then conducted further discussions\nwhich culminated in a memorialization of the material terms of the Settlement in a term sheet (the \u201cTerm\nSheet\u201d) executed on February 25, 2022. The Term Sheet sets forth, among other things, the Parties\u2019\nagreement to settle and release all claims asserted against Defendants in the Action in return for a cash\npayment by or on behalf of Defendants of $1,000,000 for the benefit of the Settlement Class, subject to\ncertain terms and conditions and the execution of a customary \u201clong form\u201d stipulation and agreement of\nsettlement and related papers\n 19. Based on the investigation and prosecution of the case and Lead Plaintiff\u2019s direct oversight of the\nprosecution of this matter and with the advice of his counsel, Lead Plaintiff has agreed to settle and release\nthe claims raised in the Action pursuant to the terms and provisions of the Stipulation, after considering,\namong other things, (a) the substantial financial benefit that Lead Plaintiff and the other members of the\nSettlement Class will receive under the proposed Settlement; and (b) the significant risks and costs of\ncontinued litigation and trial.\n 20. Defendants are entering into the Stipulation solely to eliminate the uncertainty, burden and expense\nof further protracted litigation. Each of the Defendants denies any wrongdoing, and the Stipulation shall\n\n 5\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 13 of 35 Page\n ID #:1937\n\nin no event be construed or deemed to be evidence of or an admission or concession on the part of any of\nthe Defendants, or any other of the Defendants\u2019 Releasees (defined in \u00b6 32 below), with respect to any\nclaim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the\ndefenses that the Defendants have, or could have, asserted. Similarly, the Stipulation shall in no event be\nconstrued or deemed to be evidence of or an admission or concession on the part of Lead Plaintiff of any\ninfirmity in any of the claims asserted in the Action, or an admission or concession that any of the\nDefendants\u2019 defenses to liability had any merit.\n 21. On November 4, 2022, the Court preliminarily approved the Settlement, authorized the Postcard\nNotice to be mailed to potential Settlement Class Members and this Notice to be posted online and mailed\nto potential Settlement Class Members upon request, and scheduled the Settlement Hearing to consider\nwhether to grant final approval to the Settlement.\n HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT?\n WHO IS INCLUDED IN THE SETTLEMENT CLASS?\n 22. If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely\nrequest to be excluded. The Settlement Class consists of:\n all persons and entities that purchased or acquired Braxia shares on the OTC stock market\n between March 27, 2020 and February 17, 2021, inclusive (the \u201cSettlement Class Period\u201d)\n and were damaged thereby.\nExcluded from the Settlement Class are (a) persons who suffered no compensable losses; and (b) (i)\nDefendants; (ii) the legal representatives, heirs, successors, assigns, and members of the immediate\nfamilies of the Individual Defendants; (iii) the parents, subsidiaries, assigns, successors, predecessors and\naffiliates of Braxia; (iv) any person who served as an Officer and/or director of Braxia during the\nSettlement Class Period; (v) any entity in which any of the foregoing (i)-(iv) excluded persons have or\nhad a majority ownership interest during the Settlement Class Period; (c) any trust of which any Individual\nDefendant is the grantor or settlor or which is for the benefit of any Individual Defendant and/or\nmember(s) of his or her immediate family; and (d) Defendants\u2019 liability insurance carriers. Also excluded\nfrom the Settlement Class are any persons or entities who or which exclude themselves by submitting a\nrequest for exclusion in accordance with the requirements set forth in this Notice. See \u201cWhat If I Do Not\nWant To Be A Member Of The Settlement Class? How Do I Exclude Myself,\u201d on pages 14-15 below.\nPLEASE NOTE: RECEIPT OF THE POSTCARD NOTICE DOES NOT MEAN THAT YOU ARE\nA SETTLEMENT CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE\nPROCEEDS FROM THE SETTLEMENT.\n If you are a Settlement Class Member and you wish to be eligible to participate in the\n distribution of proceeds from the Settlement, you are required to submit the Claim\n Form that is available online at www.strategicclaims.net/Braxia/ or which can be\n mailed to you upon request to the Claims Administrator, and the required supporting\n documentation as set forth therein, submitted online or postmarked no later than\n March 30, 2023.\n WHAT ARE LEAD PLAINTIFF\u2019S REASONS FOR THE SETTLEMENT?\n 23. Lead Plaintiff and Lead Counsel believe that the claims asserted against Defendants have merit.\nThey recognize, however, the expense and length of continued proceedings necessary to pursue their\nclaims against the remaining Defendants through trial and appeals, as well as the very substantial risks\nthey would face in establishing liability and damages. Even if the hurdles to establishing liability were\novercome, the amount of damages available for recovery would be hotly contested. Lead Plaintiff would\n 6\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 14 of 35 Page\n ID #:1938\n\nhave to prevail at several stages \u2013 motions for summary judgment, trial, and if he prevailed on those, on\nthe appeals that were likely to follow. Thus, there were very significant risks attendant to the continued\nprosecution of the Action.\n 24. In light of these risks, the amount of the Settlement and the immediacy of recovery to the\nSettlement Class, Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, reasonable\nand adequate, and in the best interests of the Settlement Class. Lead Plaintiff and Lead Counsel believe\nthat the Settlement provides a substantial benefit to the Settlement Class, namely $1,000,000 in cash (less\nthe various deductions described in this Notice), as compared to the risk that the claims in the Action\nwould produce a smaller, or no recovery after summary judgment, trial and appeals, possibly years in the\nfuture.\n 25. Defendants have denied the claims asserted against them in the Action and deny having engaged\nin any wrongdoing or violation of law of any kind whatsoever. Defendants have agreed to the Settlement\nsolely to eliminate the burden and expense of continued litigation. Accordingly, the Settlement may not\nbe construed as an admission of any wrongdoing by Defendants.\n WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT?\n 26. If there were no Settlement and Lead Plaintiff failed to establish any essential legal or factual\nelement of their claims against Defendants, neither Lead Plaintiff nor the other members of the Settlement\nClass would recover anything from Defendants. Also, if Defendants were successful in proving any of\ntheir defenses, either at summary judgment, at trial or on appeal, the Settlement Class could recover\nsubstantially less than the amount provided in the Settlement, or nothing at all.\n HOW ARE SETTLEMENT CLASS MEMBERS AFFECTED\n BY THE ACTION AND THE SETTLEMENT?\n 27. As a Settlement Class Member, you are represented by Lead Plaintiff and Lead Counsel, unless\nyou enter an appearance through counsel of your own choice at your own expense. You are not required\nto retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on\nyour behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled,\n\u201cWhen And Where Will The Court Decide Whether To Approve The Settlement?,\u201d on page 15 below.\n 28. If you are a Settlement Class Member and do not wish to remain a Settlement Class Member, you\nmay exclude yourself from the Settlement Class by following the instructions in the section entitled, \u201cWhat\nIf I Do Not Want To Be A Member Of The Settlement Class? How Do I Exclude Myself?,\u201d on pages 14-\n15 below.\n 29. If you are a Settlement Class Member and you wish to object to the Settlement, the Plan of\nAllocation, or Lead Counsel\u2019s application for attorneys\u2019 fees and reimbursement of Litigation Expenses,\nand if you do not exclude yourself from the Settlement Class, you may present your objections by\nfollowing the instructions in the section entitled, \u201cWhen And Where Will The Court Decide Whether To\nApprove The Settlement?,\u201d on page 15 below.\n 30. If you are a Settlement Class Member and you do not exclude yourself from the Settlement Class,\nyou will be bound by any orders issued by the Court. If the Settlement is approved, the Court will enter\na judgment (the \u201cJudgment\u201d). The Judgment will dismiss with prejudice the claims against Defendants\nand will provide that, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other\nSettlement Class Members, on behalf of themselves, and their respective successors or assigns, in their\ncapacities as such, will have fully, finally and forever waived, released, discharged, and dismissed each\nand every Released Plaintiff\u2019s Claim (as defined in \u00b6 31 below) against the Defendants and the other\nDefendants\u2019 Releasees (as defined in \u00b6 32 below), and shall forever be barred and enjoined from\n\n 7\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 15 of 35 Page\n ID #:1939\n\nprosecuting any or all of the Released Plaintiff\u2019s Claims against any of the Defendants\u2019 Releasees.\n31. \u201cReleased Plaintiff\u2019s Claims\u201d means any and all claims, debts, duties, losses, actions, suits,\ndemands, controversies, rights, liabilities, obligations, judgments, damages, costs, restitution, rescission,\ninterest, attorneys\u2019 fees, expert or consulting fees, expenses, matters, arguments, causes of action, and\nissues whatsoever, whether known claims or Unknown Claims, asserted or unasserted, accrued or\nunaccrued, liquidated or unliquidated, whether arising under federal, state, local, statutory, common\nforeign or administrative law or any other law, rule or regulation, whether fixed or contingent, at law or\nin equity, whether in the nature of class, individual, representative, or in other capacity, that Lead Plaintiff\nor any other member of the Settlement Class: (i) asserted in the Complaint; or (ii) could have asserted in\nany forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences,\nrepresentations or omissions involved, set forth, or referred to in the Complaint and that relate to the\npurchase, acquisition, or sale of Braxia shares that traded on the OTC Market during the Settlement Class\nPeriod. Released Plaintiff\u2019s Claims do not include: (i) any claims relating to the enforcement of the\nSettlement or its terms; (ii) any claims related to the purchase, acquisition or sale of Braxia stock on the\nCanadian Stock Exchange or any other exchange besides the OTC Market; or (iii) any claims of any\nperson or entity who or which submits a request for exclusion that is accepted by the Court.\n 32. \u201cDefendants\u2019 Releasees\u201d means Defendants and their current and former officers, directors,\nagents, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, and\nattorneys, in their capacities as such.\n 33. \u201cUnknown Claims\u201d means any Released Plaintiff\u2019s Claims which Lead Plaintiff or any other\nSettlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release\nof such claims, and any Released Defendants\u2019 Claims which any Defendant or any other Defendants\u2019\nReleasee does not know or suspect to exist in his, her, or its favor at the time of the release of such claims,\nwhich, if known by him, her or it, might have affected his, her or its decision(s) with respect to this\nSettlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the\nEffective Date of the Settlement, Lead Plaintiff and Defendants shall expressly waive, and each of the\nother Settlement Class Members and each of the other Defendants\u2019 Releasees shall be deemed to have\nwaived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly\nwaived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the\nUnited States, or principle of common law or foreign law, which is similar, comparable, or equivalent to\nCalifornia Civil Code \u00a71542, which provides:\n A general release does not extend to claims that the creditor or releasing party does not\n know or suspect to exist in his or her favor at the time of executing the release and that, if\n known by him or her, would have materially affected his or her settlement with the debtor\n or released party.\n 34. Lead Plaintiff and Defendants acknowledge, and each of the other Settlement Class Members and\neach of the other Defendants\u2019 Releasees shall be deemed by operation of law to have acknowledged, that\nthe foregoing waiver was separately bargained for and a key element of the Settlement.\n 35. The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on\nbehalf of themselves, and their successors or assigns, in their capacities as such, will have fully, finally\nand forever waived, released, discharged, and dismissed each and every Released Defendants\u2019 Claim (as\ndefined in \u00b6 36 below) against Lead Plaintiff and the other Plaintiff\u2019s Releasees (as defined in \u00b6 37 below),\nand shall forever be barred and enjoined from prosecuting any or all of the Released Defendants\u2019 Claims\nagainst any of the Plaintiff\u2019s Releasees.\n 36. \u201cReleased Defendants\u2019 Claims\u201d means all claims and causes of action of every nature and\ndescription, whether known claims or Unknown Claims, whether arising under federal, state, common or\n\n 8\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 16 of 35 Page\n ID #:1940\n\nforeign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims\nasserted in the Action against Defendants. Released Defendants\u2019 Claims do not include any claims\nrelating to the enforcement of the Term Sheet or the Settlement or any claims against any person or entity\nwho or which submits a request for exclusion from the Settlement Class that is accepted by the Court.\n 37. \u201cPlaintiff\u2019s Releasees\u201d means Lead Plaintiff, all other plaintiffs in the Action, and any other\nSettlement Class Member, and their respective current and former officers, directors, agents, parents,\naffiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, and attorneys, in their\ncapacities as such.\n HOW DO I PARTICIPATE IN THE SETTLEMENT?\n WHAT DO I NEED TO DO?\n 38. To be eligible for a payment from the proceeds of the Settlement, you must be a member of the\nSettlement Class and you must timely complete and return the Claim Form with adequate supporting\ndocumentation submitted online or postmarked no later than March 30, 2023. A Claim Form is\navailable on the website maintained by the Claims Administrator for the Settlement,\nwww.strategicclaims.net/Braxia/, or you may request that a Claim Form be mailed to you by calling the\nClaims Administrator toll free at 1-866-274-4004. Please retain all records of your ownership of and\ntransactions in Braxia shares traded on the OTC stock market, as they may be needed to document your\nClaim. If you request exclusion from the Settlement Class or do not submit a timely and valid Claim\nForm, you will not be eligible to share in the Net Settlement Fund.\n HOW MUCH WILL MY PAYMENT BE?\n 39. At this time, it is not possible to make any determination as to how much any individual Settlement\nClass Member may receive from the Settlement.\n 40. Pursuant to the Settlement, Defendants have agreed to pay or caused to be paid one million dollars\n($1,000,000) in cash. The Settlement Amount will be deposited into an escrow account. The Settlement\nAmount plus any interest earned thereon is referred to as the \u201cSettlement Fund.\u201d If the Settlement is\napproved by the Court and the Effective Date occurs, the \u201cNet Settlement Fund\u201d (that is, the Settlement\nFund less (a) all federal, state and/or local taxes on any income earned by the Settlement Fund and the\nreasonable costs incurred in connection with determining the amount of and paying taxes owed by the\nSettlement Fund (including reasonable expenses of tax attorneys and accountants); (b) the costs and\nexpenses incurred in connection with providing notice to Settlement Class Members and administering\nthe Settlement on behalf of Settlement Class Members; and (c) any attorneys\u2019 fees and Litigation Expenses\nawarded by the Court) will be distributed to Settlement Class Members who submit valid Claim Forms,\nin accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may\napprove.\n 41. The Net Settlement Fund will not be distributed unless and until the Court has approved the\nSettlement and a plan of allocation, and the time for any petition for rehearing, appeal or review, whether\nby certiorari or otherwise, has expired.\n 42. Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount\non their behalf are entitled to get back any portion of the Settlement Fund once the Court\u2019s order or\njudgment approving the Settlement becomes Final. Defendants shall not have any liability, obligation or\nresponsibility for the administration of the Settlement, the disbursement of the Net Settlement Fund or the\nplan of allocation.\n 43. Approval of the Settlement is independent from approval of a plan of allocation. Any\ndetermination with respect to a plan of allocation will not affect the Settlement, if approved.\n\n 9\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 17 of 35 Page\n ID #:1941\n\n 44. Unless the Court otherwise orders, any Settlement Class Member who fails to submit a Claim\nForm online or postmarked on or before March 30, 2023 shall be fully and forever barred from receiving\npayments pursuant to the Settlement but will in all other respects remain a Settlement Class Member and\nbe subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases\ngiven. This means that each Settlement Class Member releases the Released Plaintiff\u2019s Claims (as defined\nin \u00b6 31 above) against the Defendants\u2019 Releasees (as defined in \u00b6 32 above) and will be enjoined and\nprohibited from filing, prosecuting, or pursuing any of the Released Plaintiff\u2019s Claims against any of the\nDefendants\u2019 Releasees whether or not such Settlement Class Member submits a Claim Form.\n 45. Participants in and beneficiaries of a plan covered by ERISA (\u201cERISA Plan\u201d) should NOT include\nany information relating to their transactions in Braxia shares held through the ERISA Plan in any Claim\nForm that they may submit in this Action. They should include ONLY those shares that they purchased\nor acquired outside of the ERISA Plan. Claims based on any ERISA Plan\u2019s purchases or acquisitions of\nBraxia shares traded on the OTC stock market during the Settlement Class Period may be made by the\nplan\u2019s trustees. To the extent any of the Defendants or any of the other persons or entities excluded from\nthe Settlement Class are participants in the ERISA Plan, such persons or entities shall not receive, either\ndirectly or indirectly, any portion of the recovery that may be obtained from the Settlement by the ERISA\nPlan.\n 46. The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of\nany Settlement Class Member.\n 47. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to\nhis, her or its Claim Form.\n 48. Only Settlement Class Members, i.e., persons and entities who purchased or acquired Braxia shares\ntraded on the OTC stock market during the Settlement Class Period and were damaged as a result of such\npurchases or acquisitions will be eligible to share in the distribution of the Net Settlement Fund. Persons\nand entities that are excluded from the Settlement Class by definition or that exclude themselves from the\nSettlement Class pursuant to request will not be eligible to receive a distribution from the Net Settlement\nFund and should not submit Claim Forms. The only securities that are included in the Settlement are\nBraxia shares traded on the OTC stock market.\n PROPOSED PLAN OF ALLOCATION\n 49. The objective of the Plan of Allocation is to equitably distribute the Settlement proceeds to those\nSettlement Class Members who suffered economic losses as a proximate result of the alleged wrongdoing.\nThe calculations made pursuant to the Plan of Allocation are not intended to be estimates of, nor indicative\nof, the amounts that Settlement Class Members might have been able to recover after a trial. Nor are the\ncalculations pursuant to the Plan of Allocation intended to be estimates of the amounts that will be paid\nto Authorized Claimants pursuant to the Settlement. The computations under the Plan of Allocation are\nonly a method to weigh the claims of Authorized Claimants against one another for the purposes of making\npro rata allocations of the Net Settlement Fund.\n 50. The Plan of Allocation generally measures the amount of loss that a Settlement Class Member can\nclaim for purposes of making pro rata allocations of the cash in the Net Settlement Fund to Authorized\nClaimants. The Plan of Allocation is not a formal damage analysis. Recognized Loss Amounts are based\nprimarily on the price declines observed over the period which Lead Plaintiff alleges corrective\ninformation was entering the market place. In this case, Lead Plaintiff alleges that Defendants made false\nstatements and omitted material facts between March 27, 2020 through and including February 17, 2021,\nwhich had the effect of artificially inflating the prices of Braxia shares traded on the OTC stock market.\n 51. In order to have recoverable damages, disclosure of the alleged misrepresentations must be the\ncause of the decline in the price of the Braxia shares traded on the OTC stock market. Alleged corrective\n 10\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 18 of 35 Page\n ID #:1942\n\ndisclosures that removed the artificial inflation from the price of the Braxia shares traded on the OTC\nstock market occurred on June 22, 2020 and February 17, 2021. Accordingly, in order to have a\nRecognized Loss Amount:\n THE BASIS FOR CALCULATING YOUR RECOGNIZED LOSS:\n\n Recognized Loss for the Company\u2019s Common Stock Purchased During the Settlement Class\n Period will be calculated as follows:\n\n (A) For shares purchased during the Settlement Class Period and sold during the Settlement\n Class Period, the Recognized Loss per share will be the lesser of: (1) the inflation per\n share upon purchase (as set forth in Inflation Table A below) less the inflation per share\n upon sale (as set forth in Inflation Table A below); or (2) the purchase price per share\n minus the sales price per share.\n\n (B) For shares purchased during the Settlement Class Period and sold during the period\n February 18, 2021 through May 18, 2021, inclusive, the Recognized Loss will be the\n lesser of: (1) the inflation per share upon purchase (as set forth in Inflation Table A\n below); or (2) the difference between the purchase price per share and the average\n closing price per share as of date of sale provided in Table B below.\n\n (C) For shares purchased during the Settlement Class Period and retained as of the close of\n trading on May 18, 2021 the Recognized Loss will be the lesser of: (1) the inflation per\n share upon purchase (as set forth in Inflation Table A below); or (2) the purchase price\n per share minus the 90-day lookback price of $.42 3 per share.\n\n\n INFLATION TABLE A\n Common Stock Purchased During the Settlement Class Period\n Period Inflation\n March 27, 2020 to June 21, 2020, inclusive $.25 per share\n June 22, 2020 to February 16, 2021, inclusive $.09 per share\n February 17, 2021 $.00 per share\n\n TABLE B\n Average Average Average\n Closing Closing Closing Closing Closing Closing\n Date Price Price Date Price Price Date Price Price\n 2/18/2021 $0.66 $0.66 3/19/2021 $0.43 $0.52 4/20/2021 $0.28 $0.43\n 2/19/2021 $0.64 $0.65 3/22/2021 $0.40 $0.51 4/21/2021 $0.29 $0.43\n 2/22/2021 $0.63 $0.64 3/23/2021 $0.37 $0.50 4/22/2021 $0.29 $0.43\n\n\n3\n Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, \u201cin any private action arising under\nthis title in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages\nto the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff\nfor the subject security and mean trading price of that security during the 90-day period beginning on the date on which the\ninformation correcting the misstatement or omission that is the basis for the action is disseminated.\u201d $.42 per share was the\nmean (average) daily closing trading price of the Company\u2019s common stock during the 90-day period beginning on February\n18, 2021 through and including May 18, 2021.\n 11\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 19 of 35 Page\n ID #:1943\n\n TABLE B\n Average Average Average\n Closing Closing Closing Closing Closing Closing\n Date Price Price Date Price Price Date Price Price\n 2/23/2021 $0.58 $0.62 3/24/2021 $0.41 $0.50 4/23/2021 $0.51 $0.43\n 2/24/2021 $0.59 $0.62 3/25/2021 $0.37 $0.50 4/26/2021 $0.60 $0.43\n 2/25/2021 $0.52 $0.60 3/26/2021 $0.37 $0.49 4/27/2021 $0.55 $0.44\n 2/26/2021 $0.52 $0.59 3/29/2021 $0.37 $0.49 4/28/2021 $0.49 $0.44\n 3/1/2021 $0.57 $0.59 3/30/2021 $0.34 $0.48 4/29/2021 $0.48 $0.44\n 3/2/2021 $0.55 $0.58 3/31/2021 $0.38 $0.48 4/30/2021 $0.47 $0.44\n 3/3/2021 $0.55 $0.58 4/1/2021 $0.37 $0.47 5/3/2021 $0.45 $0.44\n 3/4/2021 $0.46 $0.57 4/5/2021 $0.38 $0.47 5/4/2021 $0.41 $0.44\n 3/5/2021 $0.46 $0.56 4/6/2021 $0.35 $0.47 5/5/2021 $0.40 $0.44\n 3/8/2021 $0.44 $0.55 4/7/2021 $0.34 $0.46 5/6/2021 $0.40 $0.44\n 3/9/2021 $0.47 $0.54 4/8/2021 $0.34 $0.46 5/7/2021 $0.39 $0.44\n 3/10/2021 $0.46 $0.54 4/9/2021 $0.34 $0.46 5/10/2021 $0.38 $0.43\n 3/11/2021 $0.47 $0.53 4/12/2021 $0.35 $0.45 5/11/2021 $0.36 $0.43\n 3/12/2021 $0.48 $0.53 4/13/2021 $0.34 $0.45 5/12/2021 $0.33 $0.43\n 3/15/2021 $0.50 $0.53 4/14/2021 $0.32 $0.45 5/13/2021 $0.32 $0.43\n 3/16/2021 $0.49 $0.53 4/15/2021 $0.31 $0.44 5/14/2021 $0.30 $0.43\n 3/17/2021 $0.46 $0.52 4/16/2021 $0.33 $0.44 5/17/2021 $0.29 $0.43\n 3/18/2021 $0.43 $0.52 4/19/2021 $0.32 $0.44 5/18/2021 $0.32 $0.42\n\n 52. To the extent a Claimant does not satisfy one of the conditions set forth in the preceding\nparagraph, his, her or its Recognized Loss Amount for those transactions will be zero.\n 53. Based on the formula set forth below, a \u201cRecognized Loss Amount\u201d shall be calculated for each\npurchase or acquisition of Braxia shares traded on the OTC stock market during the Settlement Class\nPeriod that is listed in the Claim Form and for which adequate documentation is provided. In the\ncalculations below, if a Recognized Loss Amount calculates to a negative number, that Recognized Loss\nAmount shall be zero.\n ADDITIONAL PROVISIONS\n 54. The Net Settlement Fund will be allocated among all Authorized Claimants whose Distribution\nAmount (defined in paragraph 57 below) is $10.00 or greater.\n 55. If a Settlement Class Member has more than one purchase/acquisition or sale of Braxia shares,\nall purchases/acquisitions and sales of the like security shall be matched on a First In, First Out (\u201cFIFO\u201d)\nbasis. Settlement Class Period sales will be matched first against any holdings at the beginning of the\nSettlement Class Period, and then against purchases/acquisitions in chronological order, beginning with\nthe earliest purchase/acquisition made during the Settlement Class Period.\n 56. A Claimant\u2019s \u201cRecognized Claim\u201d under the Plan of Allocation shall be the sum of his, her or\nits Recognized Loss Amounts for all Braxia shares.\n 57. The Net Settlement Fund will be distributed to Authorized Claimants on a pro rata basis based\non the relative size of their Recognized Claims. Specifically, a \u201cDistribution Amount\u201d will be calculated\nfor each Authorized Claimant, which shall be the Authorized Claimant\u2019s Recognized Claim divided by\nthe total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net\nSettlement Fund. If any Authorized Claimant\u2019s Distribution Amount calculates to less than $10.00, it will\nnot be included in the calculation and no distribution will be made to such Authorized Claimant.\n 58. Purchases or acquisitions and sales of Braxia shares shall be deemed to have occurred on the\n 12\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 20 of 35 Page\n ID #:1944\n\n\u201ccontract\u201d or \u201ctrade\u201d date as opposed to the \u201csettlement\u201d or \u201cpayment\u201d date. The receipt or grant by gift,\ninheritance or operation of law of Braxia shares during the Settlement Class Period shall not be deemed a\npurchase, acquisition or sale of Braxia shares for the calculation of an Authorized Claimant\u2019s Recognized\nLoss Amount, nor shall the receipt or grant be deemed an assignment of any claim relating to the\npurchase/acquisition of any Braxia shares unless (i) the donor or decedent purchased or otherwise acquired\nsuch Braxia shares during the Settlement Class Period; (ii) no Claim Form was submitted by or on behalf\nof the donor, on behalf of the decedent, or by anyone else with respect to such Braxia shares ; and (iii) it\nis specifically so provided in the instrument of gift or assignment.\n 59. The date of covering a \u201cshort sale\u201d is deemed to be the date of purchase or acquisition of the\nBraxia shares. The date of a \u201cshort sale\u201d is deemed to be the date of sale of the Braxia shares under the\nPlan of Allocation, however, the Recognized Loss Amount on \u201cshort sales\u201d is zero. In the event that a\nClaimant has an opening short position in Braxia shares, the earliest Settlement Class Period purchases or\nacquisitions of that security shall be matched against such opening short position, and not be entitled to a\nrecovery, until that short position is fully covered.\n 60. Option contracts are not securities eligible to participate in the Settlement. With respect to Braxia\nshares purchased or sold through the exercise of an option, the purchase/sale date of the Braxia shares is\nthe exercise date of the option and the purchase/sale price of the Braxia shares is the exercise price of the\noption.\n 61. To the extent a Claimant had a market gain with respect to his, her, or its overall transactions in\nBraxia shares during the Settlement Class Period, the value of the Claimant\u2019s Recognized Claim shall be\nzero. Such Claimants shall in any event be bound by the Settlement. To the extent that a Claimant suffered\nan overall market loss with respect to his, her, or its overall transactions in Braxia shares during the\nSettlement Class Period, but that market loss was less than the total Recognized Claim calculated above,\nthen the Claimant\u2019s Recognized Claim shall be limited to the amount of the actual market loss.\n 62. For purposes of determining whether a Claimant had a market gain with respect to his, her, or its\noverall transactions in Braxia shares during the Settlement Class Period or suffered a market loss, the\nClaims Administrator shall determine the difference between (i) the Total Purchase Amount 4 and (ii) the\nsum of the Total Sales Proceeds 5 and Total Holding Value.6 This difference shall be deemed a Claimant\u2019s\nmarket gain or loss with respect to his, her, or its overall transactions in Braxia shares during the Settlement\nClass Period.\n 63. After the initial distribution of the Net Settlement Fund, the Claims Administrator shall make\nreasonable and diligent efforts to have Authorized Claimants cash their distribution checks. To the extent\nany monies remain in the fund nine (9) months after the initial distribution, if Lead Counsel, in\nconsultation with the Claims Administrator, determines that it is cost-effective to do so, the Claims\nAdministrator shall conduct a re-distribution of the funds remaining after payment of any unpaid fees and\nexpenses incurred in administering the Settlement, including for such re-distribution, to Authorized\nClaimants who have cashed their initial distributions and who would receive at least $10.00 from such re-\n\n4\n The \u201cTotal Purchase Amount\u201d is the total amount the Claimant paid (excluding commissions and other charges) for all Braxia\nshares purchased or acquired during the Settlement Class Period.\n5\n The Claims Administrator shall match any sales of Braxia shares during the Settlement Class Period, first against the\nClaimant\u2019s opening position in the like security (the proceeds of those sales will not be considered for purposes of calculating\nmarket gains or losses). The total amount received (excluding commissions and other charges) for the remaining sales of\nBraxia shares sold during the Settlement Class Period shall be the \u201cTotal Sales Proceeds.\u201d\n6\n The Claims Administrator shall ascribe a holding value to Braxia shares purchased or acquired during the Settlement Class\nPeriod and still held as of the close of trading on February 17, 2021, which shall be $0.69 per share. The total calculated\nholding values for all Braxia shares shall be the Claimant\u2019s \u201cTotal Holding Value.\u201d\n 13\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 21 of 35 Page\n ID #:1945\n\ndistribution. Additional re-distributions to Authorized Claimants who have cashed their prior checks and\nwho would receive at least $10.00 on such additional re-distributions may occur thereafter if Lead\nCounsel, in consultation with the Claims Administrator, determines that additional re-distributions, after\nthe deduction of any additional fees and expenses incurred in administering the Settlement, including for\nsuch re-distributions, would be cost-effective. At such time as it is determined that the re-distribution of\nfunds remaining in the Net Settlement Fund is not cost-effective, the remaining balance shall be\ncontributed to non-sectarian, not-for-profit organization(s), to be recommended by Lead Counsel and\napproved by the Court.\n 64. Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be approved\nby the Court, shall be conclusive against all Authorized Claimants. No person shall have any claim against\nLead Plaintiff, Plaintiff\u2019s Counsel, Lead Plaintiff\u2019s damages expert, Defendants, Defendants\u2019 Counsel, or\nany of the other Releasees, or the Claims Administrator or other agent designated by Lead Counsel arising\nfrom distributions made substantially in accordance with the Stipulation, the plan of allocation approved\nby the Court, or further Orders of the Court. Lead Plaintiff, Defendants and their respective counsel, and\nall other Defendants\u2019 Releasees, shall have no responsibility or liability whatsoever for the investment or\ndistribution of the Settlement Fund, the Net Settlement Fund, the plan of allocation, or the determination,\nadministration, calculation, or payment of any Claim Form or nonperformance of the Claims\nAdministrator, the payment or withholding of taxes owed by the Settlement Fund, or any losses incurred\nin connection therewith.\n 65. The Plan of Allocation set forth herein is the plan that is being proposed to the Court for its\napproval by Lead Plaintiff after consultation with his damages expert. The Court may approve this plan\nas proposed or it may modify the Plan of Allocation without further notice to the Settlement Class. Any\nOrders regarding any modification of the Plan of Allocation will be posted on the settlement website,\nwww.strategicclaims.net/Braxia/.\n WHAT PAYMENT ARE THE ATTORNEYS FOR THE SETTLEMENT CLASS\n SEEKING? HOW WILL THE LAWYERS BE PAID?\n 66. Plaintiff\u2019s Counsel have not received any payment for their services in pursuing claims against the\nDefendants on behalf of the Settlement Class, nor have Plaintiff\u2019s Counsel been reimbursed for their out-\nof-pocket expenses. Before final approval of the Settlement, Lead Counsel will apply to the Court for an\naward of attorneys\u2019 fees for all Plaintiff\u2019s Counsel in an amount not to exceed 33\u2153% of the Settlement\nFund. At the same time, Lead Counsel also intends to apply for reimbursement of Litigation Expenses in\nan amount not to exceed $25,000, which may include an application for reimbursement of the reasonable\ncosts and expenses incurred by Lead Plaintiff directly related to his representation of the Settlement Class.\nThe Court will determine the amount of any award of attorneys\u2019 fees or reimbursement of Litigation\nExpenses. Such sums as may be approved by the Court will be paid from the Settlement Fund. Settlement\nClass Members are not personally liable for any such fees or expenses.\n WHAT IF I DO NOT WANT TO BE A MEMBER OF THE\n SETTLEMENT CLASS? HOW DO I EXCLUDE MYSELF?\n 67. Each Settlement Class Member will be bound by all determinations and judgments in this lawsuit,\nwhether favorable or unfavorable, unless such person or entity mails or delivers a written Request for\nExclusion from the Settlement Class, addressed to Schneider v. Champignon Brands, Inc.,\nEXCLUSIONS, c/o Strategic Claims Services, P.O. Box 230, 600 N. Jackson Street, Suite 205, Media,\nPA 19063. The exclusion request must be received no later than February 6, 2023. You will not be able\nto exclude yourself from the Settlement Class after that date. Each Request for Exclusion must: (a) state\nthe name, address and telephone number of the person or entity requesting exclusion, and in the case of\n 14\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 22 of 35 Page\n ID #:1946\n\nentities the name and telephone number of the appropriate contact person; (b) state that such person or\nentity \u201crequests exclusion from the Settlement Class in Schneider v. Champignon Brands, Inc., Case No.\n2:21-cv-03120\u201d; (c) identify and state the number of Braxia shares that the person or entity requesting\nexclusion purchased/acquired and/or sold on the OTC stock market during the Settlement Class Period\n(i.e., between March 27, 2020 and February 17, 2021, inclusive), as well as the dates and prices of each\nsuch purchase/acquisition and sale; and (d) be signed by the person or entity requesting exclusion or an\nauthorized representative. A request for exclusion shall not be valid and effective unless it provides all\nthe information called for in this paragraph and is received within the time stated above, or is otherwise\naccepted by the Court.\n 68. If you do not want to be part of the Settlement Class, you must follow these instructions for\nexclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating\nto any Released Plaintiff\u2019s Claim against any of the Defendants\u2019 Releasees.\n 69. If you ask to be excluded from the Settlement Class, you will not be eligible to receive any payment\nout of the Net Settlement Fund.\n 70. Defendants have the right to terminate the Settlement if valid requests for exclusion are received\nfrom persons and entities entitled to be members of the Settlement Class in an amount that exceeds an\namount agreed to by Lead Plaintiff and Defendants.\n WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE\n SETTLEMENT? DO I HAVE TO COME TO THE HEARING?\n MAY I SPEAK AT THE HEARING IF I DON\u2019T LIKE THE SETTLEMENT?\n 71. Settlement Class Members do not need to attend the Settlement Hearing. The Court will\nconsider any submission made in accordance with the provisions below even if a Settlement Class\nMember does not attend the hearing. You can participate in the Settlement without attending the\nSettlement Hearing.\n 72. The Settlement Hearing will be held on February 27, 2023 at 1:30 p.m., before the Honorable\nJames V. Selna at the United States District Court for the Central District of California, United States\nCourthouse, Courtroom 10C, 411 West 4th Street, Room 1053, Santa Ana, CA 92701. The Court reserves\nthe right to approve the Settlement, the Plan of Allocation, Lead Counsel\u2019s motion for an award of\nattorneys\u2019 fees and reimbursement of Litigation Expenses and/or any other matter related to the Settlement\nat or after the Settlement Hearing without further notice to the members of the Settlement Class.\n 73. Any Settlement Class Member who or which does not request exclusion may object to the\nSettlement, the proposed Plan of Allocation or Lead Counsel\u2019s motion for an award of attorneys\u2019 fees and\nreimbursement of Litigation Expenses. Objections must be in writing. You must file any written\nobjection, together with copies of all other papers and briefs supporting the objection, with the Clerk\u2019s\nOffice at the United States District Court for the Central District of California at the address set forth\nbelow on or before February 6, 2023. You must also serve the papers on Lead Counsel and on Defendants\u2019\nCounsel at the addresses set forth below so that the papers are received on or before February 6, 2023.\n Clerk\u2019s Office Lead Counsel Defendants\u2019 Counsel\n United States District Court Glancy Prongay & Murray LLP Katten Muchin & Rosenman LLP\n Central District of California Casey Sadler, Esq. Bruce G. Vanyo\n Clerk of the Court 1925 Century Park East Jonathan A. Rotenberg\n United States Courthouse Suite 2100 Caroline Sabatier\n 411 West 4th Street Los Angeles, CA 90067 50 Rockefeller Plaza\n Room 1053 New York, NY 10020\n Santa Ana, CA 92701\n\n 15\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 23 of 35 Page\n ID #:1947\n\n 74. Any objection: (a) must state the name, address and telephone number of the person or entity\nobjecting and must be signed by the objector; (b) must contain a statement of the Settlement Class\nMember\u2019s objection or objections, and the specific reasons for each objection, including any legal and\nevidentiary support the Settlement Class Member wishes to bring to the Court\u2019s attention; and (c) must\ninclude documents sufficient to prove membership in the Settlement Class, including the number of Braxia\nshares that the objecting Settlement Class Member purchased/acquired and/or sold on the OTC stock\nmarket during the Settlement Class Period (i.e., between March 27, 2020 and February 17, 2021,\ninclusive), as well as the dates and prices of each such purchase/acquisition and sale. You may not object\nto the Settlement, the Plan of Allocation or Lead Counsel\u2019s motion for attorneys\u2019 fees and reimbursement\nof Litigation Expenses if you exclude yourself from the Settlement Class or if you are not a member of\nthe Settlement Class.\n 75. You may file a written objection without having to appear at the Settlement Hearing. You may\nnot, however, appear at the Settlement Hearing to present your objection unless you first file and serve a\nwritten objection in accordance with the procedures described above, unless the Court orders otherwise.\n 76. If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the\nPlan of Allocation or Lead Counsel\u2019s motion for an award of attorneys\u2019 fees and reimbursement of\nLitigation Expenses, and if you timely file and serve a written objection as described above, you must also\nfile a notice of appearance with the Clerk\u2019s Office and serve it on Lead Counsel and Defendants\u2019 Counsel\nat the addresses set forth above so that it is received on or before February 6, 2023. Persons who intend\nto object and desire to present evidence at the Settlement Hearing must include in their written objection\nor notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to\nintroduce into evidence at the hearing. Such persons may be heard orally at the discretion of the Court.\n 77. You are not required to hire an attorney to represent you in making written objections or in\nappearing at the Settlement Hearing. However, if you decide to hire an attorney, it will be at your own\nexpense, and that attorney must file a notice of appearance with the Court and serve it on Lead Counsel\nand Defendants\u2019 Counsel at the addresses set forth in \u00b6 73 above so that the notice is received on or\nFebruary 6, 2023.\n 78. The Settlement Hearing may be adjourned by the Court without further written notice to the\nSettlement Class. If you intend to attend the Settlement Hearing, you should confirm the date and time\nwith Lead Counsel.\n 79. Unless the Court orders otherwise, any Settlement Class Member who does not object in the\nmanner described above will be deemed to have waived any objection and shall be forever foreclosed\nfrom making any objection to the proposed Settlement, the proposed Plan of Allocation or Lead\nCounsel\u2019s motion for an award of attorneys\u2019 fees and reimbursement of Litigation Expenses.\nSettlement Class Members do not need to appear at the Settlement Hearing or take any other action\nto indicate their approval.\n WHAT IF I BOUGHT SHARES ON SOMEONE ELSE\u2019S BEHALF?\n 80. If you purchased or acquired Braxia shares traded on the OTC stock market between March 27,\n2020 and February 17, 2021, inclusive, for the beneficial interest of persons or organizations other than\nyourself, you must within seven (7) calendar days of receipt of the notice, either: (a) request from the\nClaims Administrator sufficient copies of the Postcard Notice to forward to all such beneficial owners and\nwithin seven (7) calendar days of receipt of those Postcard Notices forward them to all such beneficial\nowners; or (b) request links to the webpage hosting the Notice and Claim Form and email that link to each\nbeneficial owner for whom you are a nominee or custodian within seven (7) calendar days of receipt\nthereof; or (c) provide a list of the names and addresses of all such beneficial owners to Schneider v.\nChampignon Brands Inc., c/o Strategic Claims Services, P.O. Box 230, 600 N. Jackson Street, Suite 205,\n 16\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 24 of 35 Page\n ID #:1948\n\nMedia, PA 19063. If you choose the third option, the Claims Administrator will send a copy of the\nPostcard Notice to the beneficial owners. Upon full compliance with these directions, such nominees may\nseek reimbursement of their reasonable expenses actually incurred by providing the Claims Administrator\nwith proper documentation supporting the expenses for which reimbursement is sought, up to a maximum\nof $0.03 per name and address provided to the Claims Administrator; mailing of Postcard Notice up to\n$0.03 per unit, plus postage at the rate used by the Claims Administrator; or emailing of notice up to $0.03\nper email. Any dispute concerning the reasonableness of reimbursement costs shall be resolved by the\nCourt. Copies of this Notice and the Claim Form may be obtained from the website maintained by the\nClaims Administrator, www.strategicclaims.net/Braxia/, or by calling the Claims Administrator toll-free\nat 1-866-274-4004.\n CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE\n QUESTIONS?\n 81. This Notice contains only a summary of the terms of the proposed Settlement. For more detailed\ninformation about the matters involved in this Action, you are referred to the papers on file in the Action,\nincluding the Stipulation, which may be inspected during regular office hours at the United States District\nCourt for the Central District of California, Office of the Clerk, United States Courthouse, 411 West 4th\nStreet, Room 1053, Santa Ana, CA 92701. Additionally, copies of the Stipulation and any related orders\nentered by the Court will be posted on the website maintained by the Claims Administrator,\nwww.strategicclaims.net/Braxia/.\nAll inquiries concerning this Notice and the Claim Form should be directed to the Claims Administrator\nor Lead Counsel at:\n Schneider v. Champignon Brands Inc. Casey Sadler, Esq.\n c/o Strategic Claims Services GLANCY PRONGAY & MURRAY LLP\n P.O. Box 230 and/or 1925 Century Park East, Suite 2100\n 600 N. Jackson St., Suite 205 Los Angeles, CA 90067\n Media, PA 19063 (888) 773-9224\n Tel.: (866) 274-4004 settlements@glancylaw.com\n Fax: (610) 565-7985\n info@strategicclaims.net\n\n DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF\n THE COURT, DEFENDANTS OR THEIR COUNSEL REGARDING THIS\n NOTICE.\n\nDated: November 4, 2022 By Order of the Court\n United States District Court\n Central District of California\n\n\n\n\n 17\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 25 of 35 Page\n ID #:1949\n\n Schneider v. Champignon Brands Inc.\n c/o Strategic Claims Services\n P.O. Box 230\n 600 N. Jackson St., Ste. 205\n Media, PA 19063\n Tel.: 866-274-4004\n Fax: 610-565-7985\n www.strategicclaims.net/Braxia/\n info@strategicclaims.net\n\n PROOF OF CLAIM AND RELEASE FORM\nTo be eligible to receive a share of the Net Settlement Fund in connection with the Settlement of this Action, you\nmust be a Settlement Class Member and complete and sign this Proof of Claim and Release Form (\u201cClaim Form\u201d)\nand either submit it online or mail it by first-class mail to the above address, submitted online or postmarked no\nlater than March 30, 2023.\n\nFailure to submit your Claim Form by the date specified will subject your claim to rejection and may preclude\nyou from being eligible to recover any money in connection with the Settlement.\n\nDo not mail or deliver your Claim Form to the Court, the settling parties or their counsel. Submit your\nClaim Form only to the Claims Administrator at the address set forth above.\n\n\n TABLE OF CONTENTS PAGE #\n\n PART I \u2013 CLAIMANT INFORMATION 19\n\n PART II \u2013 GENERAL INSTRUCTIONS 20\n\n PART III \u2013 SCHEDULE OF TRANSACTIONS IN BRAXIA STOCK 23\n\n PART IV \u2013 RELEASE OF CLAIMS AND SIGNATURE 24\n\n\n\n\n 18\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 26 of 35 Page\n ID #:1950\n\n PART I \u2013 CLAIMANT INFORMATION\n (Please read General Instructions below before completing this page.)\nThe Claims Administrator will use this information for all communications regarding this Claim Form. If this\ninformation changes, you MUST notify the Claims Administrator in writing at the address above.\nBeneficial Owner\u2019s Name\n\n\nCo-Beneficial Owner\u2019s Name\n\n\nEntity Name (if Beneficial Owner is not an individual)\n\n\nRepresentative or Custodian Name (if different from Beneficial Owner(s) listed above)\n\n\nAddress1 (street name and number)\n\n\nAddress2 (apartment, unit or box number)\n\n\nCity State Zip Code\n\n\nForeign Country (only if not USA)\n\n\nLast four digits of Social Security Number or Taxpayer Identification Number\n\n\nTelephone Number (home) Telephone Number (work)\n\n\nEmail address (E-mail address is not required, but if you provide it you authorize the Claims Administrator\nto use it in providing you with information relevant to this claim.):\n\nAccount Number (account(s) through which the securities were traded)7:\n\n\nClaimant Account Type (check appropriate box):\n\uf06f Individual (includes joint owner accounts) \uf06f Pension Plan \uf06f Trust\n\uf06f Corporation \uf06f Estate \uf06f IRA/401K\n\uf06f Other ___________ (please specify)\n\n\n\n\n7\n If the account number is unknown, you may leave blank. If the same legal entity traded through more than one account you\nmay write \u201cmultiple.\u201d Please see paragraph 12 of the General Instructions for more information on when to file separate\nClaim Forms for multiple accounts, i.e., when you are filing on behalf of distinct legal entities.\n 19\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 27 of 35 Page\n ID #:1951\n\n PART II \u2013 GENERAL INSTRUCTIONS\n\n 1. It is important that you completely read and understand the Notice of (I) Pendency of Class Action,\nCertification of Settlement Class, and Proposed Settlement; (II) Settlement Hearing; and (III) Motion for an Award\nof Attorneys\u2019 Fees and Reimbursement of Litigation Expenses (the \u201cNotice\u201d) that accompanies this Claim Form,\nincluding the Plan of Allocation of the Net Settlement Fund set forth in the Notice. The Notice describes the\nproposed Settlement, how Settlement Class Members are affected by the Settlement, and the manner in which the\nNet Settlement Fund will be distributed if the Settlement and Plan of Allocation are approved by the Court. The\nNotice also contains the definitions of many of the defined terms (which are indicated by initial capital letters) used\nin this Claim Form. By signing and submitting this Claim Form, you will be certifying that you have read and that\nyou understand the Notice, including the terms of the releases described therein and provided for herein.\n 2. This Claim Form is directed to all persons or entities who between March 27, 2020 and February\n17, 2021, inclusive (the \u201cSettlement Class Period\u201d), purchased or acquired Champignon Brands Inc. n/k/a Braxia\nScientific Corp . (\u201cBraxia\u201d or the \u201cCompany\u201d) shares on the OTC Market (\u201cBraxia Stock\u201d) and were damaged\nthereby (the \u201cSettlement Class\u201d). All persons and entities that are members of the Settlement Class are referred to\nas \u201cSettlement Class Members.\u201d\n 3. Excluded from the Settlement Class are (a) persons who suffered no compensable losses; and (b)\n(i) Defendants; (ii) the legal representatives, heirs, successors, assigns, and members of the immediate families of\nthe Individual Defendants; (iii) the parents, subsidiaries, assigns, successors, predecessors and affiliates of Braxia;\n(iv) any person who served as an Officer and/or director of Braxia during the Settlement Class Period; (v) any entity\nin which any of the foregoing (i)-(iv) excluded persons have or had a majority ownership interest during the\nSettlement Class Period; (c) any trust of which any Individual Defendant is the grantor or settlor or which is for the\nbenefit of any Individual Defendant and/or member(s) of his or her immediate family; and (d) Defendants\u2019 liability\ninsurance carriers. Also excluded from the Settlement Class are any persons or entities who or which exclude\nthemselves by submitting a request for exclusion that is accepted by the Court.\n 4. If you are not a Settlement Class Member do not submit a Claim Form. YOU MAY NOT,\nDIRECTLY OR INDIRECTLY, PARTICIPATE IN THE SETTLEMENT IF YOU ARE NOT A SETTLEMENT\nCLASS MEMBER. THUS, IF YOU ARE EXCLUDED FROM THE SETTLEMENT CLASS (AS SET FORTH\nIN PARAGRAPH 3 ABOVE), ANY CLAIM FORM THAT YOU SUBMIT, OR THAT MAY BE SUBMITTED\nON YOUR BEHALF, WILL NOT BE ACCEPTED.\n 5. If you are a Settlement Class Member, you will be bound by the terms of any judgments or orders\nentered in the Action WHETHER OR NOT YOU SUBMIT A CLAIM FORM, unless you submit a request for\nexclusion from the Settlement Class. Thus, if you are a Settlement Class Member, the Judgment will release, and\nyou will be barred and enjoined from commencing, instituting, prosecuting or continuing to prosecute any action\nor other proceeding in any court of law or equity, arbitration tribunal or administrative forum, asserting each and\nevery Released Plaintiff\u2019s Claims (including Unknown Claims) against Defendants\u2019 Releasees.\n 6. You are eligible to participate in the distribution of the Net Settlement Fund only if you are a\nmember of the Settlement Class and if you complete and return this form as specified below. If you fail to submit\na timely, properly addressed, and completed Claim Form with the required documentation, your claim may be\nrejected and you may be precluded from receiving any distribution from the Net Settlement Fund.\n 7. Submission of this Claim Form does not guarantee that you will share in the proceeds of the\nSettlement. The distribution of the Net Settlement Fund will be governed by the Plan of Allocation set forth in the\nSettlement Notice, if it is approved by the Court, or by such other plan of allocation approved by the Court.\n 8. Use the Schedules of Transactions in Part III of this Claim Form to supply all required details of\nyour transaction(s) (including free transfers) in and holdings of the applicable Braxia Stock. On the Schedules of\nTransactions, please provide all of the requested information with respect to your holdings, purchases, acquisitions\nand sales of the applicable Braxia Stock, whether such transactions resulted in a profit or a loss. Failure to report\nall transaction and holding information during the requested time periods may result in the rejection of your claim.\n 9. Please note: Only Braxia Stock purchased/acquired during the Settlement Class Period (i.e., from\nMarch 27, 2020 and February 17, 2021, inclusive) are eligible under the Settlement. However, because the PSLRA\nprovides for a \u201c90-day look-back period\u201d (described in the Plan of Allocation set forth in the Settlement Notice),\nyou must also provide documentation related to your purchases and sales of Braxia Stock during the period from\nFebruary 18, 2021, through and including May 18, 2021 (i.e., the 90-day look-back period) in order for the Claims\n\n 20\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 28 of 35 Page\n ID #:1952\n\nAdministrator to calculate your Recognized Loss Amount under the Plan of Allocation and process your claim.\n 10. You are required to submit genuine and sufficient documentation for all of your transactions and\nholdings of the applicable Braxia Stock set forth in the Schedules of Transactions in Part III of this Claim Form.\nDocumentation may consist of copies of brokerage confirmation slips or monthly brokerage account statements, or\nan authorized statement from your broker containing the transactional and holding information found in a broker\nconfirmation slip or account statement. The Parties and the Claims Administrator do not independently have\ninformation about your investments in Braxia Stock. IF SUCH DOCUMENTS ARE NOT IN YOUR\nPOSSESSION, PLEASE OBTAIN COPIES OR EQUIVALENT CONTEMPORANEOUS DOCUMENTS FROM\nYOUR BROKER. FAILURE TO SUPPLY THIS DOCUMENTATION MAY RESULT IN THE REJECTION\nOF YOUR CLAIM. DO NOT SEND ORIGINAL DOCUMENTS. Please keep a copy of all documents that\nyou send to the Claims Administrator. Also, please do not highlight any portion of the Claim Form or any\nsupporting documents.\n 11. Separate Claim Forms should be submitted for each separate legal entity (e.g., a claim from joint\nowners should not include separate transactions through an account that is in the name of just one of the joint\nowners, and an individual should not combine his or her IRA transactions with transactions made through an account\nin the individual\u2019s name). Conversely, a single Claim Form should be submitted on behalf of one legal entity\nincluding all transactions made by that entity on one Claim Form, no matter how many separate accounts that entity\nhas (e.g., a corporation with multiple brokerage accounts should include all transactions made in all accounts on\none Claim Form).\n 12. All joint beneficial owners must sign this Claim Form. If you purchased or otherwise acquired\nBraxia Stock on the OTC Market during the Settlement Class Period and held the securities in your name, you are\nthe beneficial owner as well as the record owner and you must sign this Claim Form to participate in the Settlement.\nIf, however, you purchased or otherwise acquired Braxia Stock on the OTC Market during the Settlement Class\nPeriod and the securities were registered in the name of a third party, such as a nominee or brokerage firm, you are\nthe beneficial owner of these securities, but the third party is the record owner. The beneficial owner, not the record\nowner, must sign this Claim Form.\n 13. Agents, executors, administrators, guardians, and trustees must complete and sign the Claim Form\non behalf of persons represented by them, and they must:\n (a) expressly state the capacity in which they are acting;\n (b) identify the name, account number, Social Security Number (or taxpayer\n identification number), address and telephone number of the beneficial owner of (or\n other person or entity on whose behalf they are acting with respect to) the Braxia\n Stock; and\n (c) furnish herewith evidence of their authority to bind to the Claim Form the person or\n entity on whose behalf they are acting. (Authority to complete and sign a Claim Form\n cannot be established by stockbrokers demonstrating only that they have discretionary\n authority to trade stock in another person\u2019s accounts.)\n 14. By submitting a signed Claim Form, you will be swearing that you:\n (a) own(ed) the Braxia Stock you have listed in the Claim Form; or\n (b) are expressly authorized to act on behalf of the owner thereof.\n 15. By submitting a signed Claim Form, you will be swearing to the truth of the statements contained\ntherein and the genuineness of the documents attached thereto, subject to penalties of perjury under the laws of the\nUnited States of America. The making of false statements, or the submission of forged or fraudulent documentation,\nwill result in the rejection of your claim and may subject you to civil liability or criminal prosecution.\n 16. If the Court approves the Settlement, payments to eligible Authorized Claimants pursuant to the\nPlan of Allocation (or such other plan of allocation as the Court approves) will be made after the completion of all\nclaims processing. This could take substantial time. Please be patient.\n 17. PLEASE NOTE: As set forth in the Plan of Allocation, each Authorized Claimant shall receive\nhis, her or its pro rata share of the Net Settlement Fund. If the prorated payment to any Authorized Claimant,\nhowever, calculates to less than $10.00, it will not be included in the calculation and no distribution will be made\nto that Authorized Claimant.\n 18. If you have questions concerning the Claim Form, or need additional copies of the Claim Form or\nthe Notice, you may contact the Claims Administrator, c/o Strategic Claims Services, P.O. Box 230, 600 N. Jackson\n\n 21\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 29 of 35 Page\n ID #:1953\n\nSt., Suite 205, Media, PA 19063 or by email at info@strategicclaim.net or by toll-free phone at (866) 274-4004 or\nyou may download the documents from the Settlement website, www.strategicclaims.net/Braxia/.\n 19. NOTICE TO INSTITUTIONAL FILERS: Representatives with authority to file on behalf of (a)\naccounts of multiple Settlement Class Members and/or (b) institutional accounts with large numbers of transactions\n(\u201cRepresentative Filers\u201d) must submit information regarding their transactions in an electronic spreadsheet format.\nIf you are a Representative Filer, you must contact Claims Administrator at efile@strategicclaims.net or visit their\nwebsite at www.strategicclaims.net to obtain the required file layout. Claims that are not submitted in electronic\nspreadsheet format and in accordance with Claims Administrator\u2019s instructions may be subject to rejection. All\nRepresentative Filers MUST also submit a manually signed Claim Form, as well as proof of authority to file (see\nGeneral Instructions, Item 13.c.), along with the electronic spreadsheet format. No claims submitted in electronic\nspreadsheet format will be considered to have been properly submitted unless the Claims Administrator issues a\nwritten acknowledgment of receipt and acceptance of electronically submitted data to the Claimant .\n 20. NOTICE REGARDING ONLINE FILING: Claimants who are not Representative Filers may\nsubmit their claims online using the electronic version of the Claim Form hosted at\nwww.strategicclaims.net/Braxia/. If you are not acting as a Representative Filer, you do not need to contact the\nClaims Administrator prior to filing; you will receive an automated e-mail confirming receipt once your Claim\nForm has been submitted. If you are unsure if you should submit your claim as a Representative Filer, please\ncontact the Claims Administrator at info@strategicclaims.net or (866) 274-4004. If you are not a Representative\nFiler, but your claim contains a large number of transactions, the Claims Administrator may request that you also\nsubmit an electronic spreadsheet showing your transactions to accompany your Claim Form.\n\n IMPORTANT: PLEASE NOTE\nYOUR CLAIM IS NOT DEEMED FILED UNTIL YOU RECEIVE AN ACKNOWLEDGEMENT\nPOSTCARD. THE CLAIMS ADMINISTRATOR WILL ACKNOWLEDGE RECEIPT OF YOUR CLAIM\nFORM BY MAIL WITHIN 60 DAYS. IF YOU DO NOT RECEIVE AN ACKNOWLEDGEMENT\nPOSTCARD WITHIN 60 DAYS, PLEASE CALL THE CLAIMS ADMINISTRATOR TOLL FREE AT\n(866) 274-4004.\n\n\n\n\n 22\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 30 of 35 Page\n ID #:1954\n\n PART III \u2013 SCHEDULE OF TRANSACTIONS IN BRAXIA STOCK\n Complete this Part III if and only if you purchased/acquired Braxia Stock on the OTC Market during the period from\n March 27, 2020 through and including February 17, 2021. Please include proper documentation with your Claim\n Form as described in detail in Part II \u2013 General Instructions, Paragraph 10, above. Do not include information in\n this section regarding securities other than Braxia Stock purchased on the OTC Market.\n1. BEGINNING HOLDINGS \u2013 State the total number of shares of Braxia Stock held as of the close of trading on March\n26, 2020. (Must be documented.) If none, write \u201czero\u201d or \u201c0.\u201d ____________________\n\n2. PURCHASES/ACQUISITIONS\u2013 Separately list each and every purchase/acquisition (including free receipts) of\nBraxia Stock from after the opening of trading on March 27, 2020, through and including the close of trading on May 18,\n2021. (Must be documented.)\n Date of Purchase/ Acquisition Number of Shares Purchase/ Total Purchase/\n (List Chronologically) Purchased/ Acquisition Acquisition Price (excluding\n (Month/Day/Year) Acquired Price Per Share taxes, commissions, and fees)\n / / $ $\n\n / / $ $\n\n / / $ $\n\n / / $ $\n\n3. SALES \u2013 Separately list each and every sale/disposition (including free deliveries) of Braxia IF NONE, CHECK\nStock from after the opening of trading on March 27, 2020, through and including the close of HERE\ntrading on May 18, 2021. (Must be documented.) \u25cb\n Date of Sale Total Sale Price\n Number of Shares Sale Price\n (List Chronologically) (excluding taxes, commissions,\n Sold Per Share\n (Month/Day/Year) and fees)\n / / $ $\n\n / / $ $\n\n / / $ $\n\n / / $ $\n4. ENDING HOLDINGS \u2013 State the total number of shares of Braxia Stock held as of the close of trading on May 18,\n2021. (Must be documented.) If none, write \u201czero\u201d or \u201c0.\u201d ____________________\n\n IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS YOU MUST\n PHOTOCOPY THIS PAGE AND CHECK THIS BOX\n IF YOU DO NOT CHECK THIS BOX THESE ADDITIONAL PAGES WILL NOT BE REVIEWED\n\n\n\n\n 23\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 31 of 35 Page\n ID #:1955\n\n PART VI \u2013 RELEASE OF CLAIMS AND SIGNATURE\nYOU MUST ALSO READ THE RELEASE AND CERTIFICATION BELOW AND SIGN ON PAGE 25 OF\n THIS CLAIM FORM.\nI (we) hereby acknowledge that as of the Effective Date of the Settlement, pursuant to the terms set forth in the\nStipulation, I (we), on behalf of myself (ourselves) and my (our) successors and assigns, shall be deemed to have,\nand by operation of law and of the Judgment shall have, fully, finally and forever waived, released, discharged,\nand dismissed each and every Released Plaintiff\u2019s Claim (as defined in the Stipulation and in the Notice) against\nDefendants\u2019 Releasees (as defined in the Stipulation and in the Notice) and shall forever be barred and enjoined\nfrom commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding in any court\nof law or equity, arbitration tribunal or administrative forum asserting any or all of the Released Plaintiff\u2019s Claims\nagainst any Defendants\u2019 Releasee.\n CERTIFICATION\nBy signing and submitting this Claim Form, the Claimant(s) or the person(s) who represent(s) the Claimant(s)\ncertifies (certify), as follows:\n 1. that I (we) have read and understand the contents of the Notice and this Claim Form, including\nthe releases provided for in the Settlement and the terms of the Plan of Allocation;\n 2. that the Claimant(s) is a (are) Settlement Class Member(s), as defined in the Notice and in\nparagraph 2 on page 20 of this Claim Form, and is (are) not excluded from the Class by definition or pursuant to\nrequest as set forth in the Notice and in paragraph 3 on page 20 of this Claim Form;\n 3. that I (we) own(ed) the Braxia Stock identified in the Claim Form and have not assigned the claim\nagainst the Defendants\u2019 Releasees to another, or that, in signing and submitting this Claim Form, I (we) have the\nauthority to act on behalf of the owner(s) thereof;\n 4. that the Claimant(s) has (have) not submitted any other claim covering the same\npurchases/acquisitions of Braxia Stock and knows (know) of no other person having done so on the Claimant\u2019s\n(Claimants\u2019) behalf;\n 5. that the Claimant(s) submit(s) to the jurisdiction of the Court with respect to Claimant\u2019s\n(Claimants\u2019) claim and for purposes of enforcing the releases set forth herein;\n 6. that I (we) agree to furnish such additional information with respect to this Claim Form as Lead\nCounsel, the Claims Administrator or the Court may require;\n 7. that the Claimant(s) waive(s) the right to trial by jury, to the extent it exists, and agree(s) to the\nCourt\u2019s summary disposition of the determination of the validity or amount of the claim made by this Claim Form;\n 8. that I (we) acknowledge that the Claimant(s) will be bound by and subject to the terms of any\njudgment(s) that may be entered in the Action; and\n 9. that the Claimant(s) is (are) NOT subject to backup withholding under the provisions of Section\n3406(a)(1)(C) of the Internal Revenue Code because (a) the Claimant(s) is (are) exempt from backup withholding\nor (b) the Claimant(s) has (have) not been notified by the IRS that he/she/it is subject to backup withholding as a\nresult of a failure to report all interest or dividends or (c) the IRS has notified the Claimant(s) that he/she/it is no\nlonger subject to backup withholding. If the IRS has notified the Claimant(s) that he, she or it is subject to\nbackup withholding, please strike out the language in the preceding sentence indicating that the claim is\nnot subject to backup withholding in the certification above.\n 10. that the Claimant(s) is (are) NOT subject to backup withholding under the provisions of Section\n3406(a)(1)(C) of the Internal Revenue Code because (a) the Claimant(s) is (are) exempt from backup withholding\nor (b) the Claimant(s) has (have) not been notified by the IRS that he/she/it is subject to backup withholding as a\nresult of a failure to report all interest or dividends or (c) the IRS has notified the Claimant(s) that he/she/it is no\nlonger subject to backup withholding.\n\nUNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE INFORMATION\nPROVIDED BY ME (US) ON THIS CLAIM FORM IS TRUE, CORRECT, AND COMPLETE, AND THAT\nTHE DOCUMENTS SUBMITTED HEREWITH ARE TRUE AND CORRECT COPIES OF WHAT THEY\nPURPORT TO BE.\n\n\n\n\n 24\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 32 of 35 Page\n ID #:1956\n\n\nSignature of Claimant Date\n\nPrint your name here\n\nSignature of joint Claimant, if any Date\n\nPrint your name here\nIf the Claimant is other than an individual, or is not the person completing this form, the following also must\nbe provided:\n\nSignature of person signing on behalf of Claimant Date\n\nPrint your name here\n\n\nCAPACITY OF PERSON SIGNING ON BEHALF OF CLAIMANT, IF OTHER THAN AN INDIVIDUAL,\nE.G., EXECUTOR, PRESIDENT, TRUSTEE, CUSTODIAN, ETC. (MUST PROVIDE EVIDENCE OF\nAUTHORITY TO ACT ON BEHALF OF CLAIMANT \u2013 SEE PARAGRAPH 13 ON PAGE 21 OF THIS\nCLAIM FORM.)\n REMINDER CHECKLIST:\n1. Please sign the above release and certification. If this Claim Form is being made on behalf of joint Claimants, then both\n must sign.\n2. Remember to attach only copies of acceptable supporting documentation as these documents will not be returned to you.\n3. Please do not highlight any portion of the Claim Form or any supporting documents.\n4. Do not send original security certificates or documentation. These items cannot be returned to you by the Claims\n Administrator.\n5. Keep copies of the completed Claim Form and documentation for your own records.\n6. The Claims Administrator will acknowledge receipt of your Claim Form by mail, within 60 days. Your claim is not\n deemed filed until you receive an acknowledgement postcard. If you do not receive an acknowledgement postcard\n within 60 days, please call the Claims Administrator toll free at (866) 274-4004.\n7. If your address changes in the future, or if this Claim Form was sent to an old or incorrect address, please send the\n Claims Administrator written notification of your new address. If you change your name, please inform the Claims\n Administrator.\n8. If you have any questions or concerns regarding your claim, please contact the Claims Administrator at the address\n below, by email at info@strategicclaims.net or toll-free at (866) 274-4004 or visit www.strategicclaims.net/Braxia/.\n Please DO NOT call Braxia or any of the other Defendants or their counsel with questions regarding your claim.\n\n\n\n\n 25\n\f Case 2:21-cv-03120-JVS-KES Document 89-4 Filed 01/20/23 Page 33 of 35 Page\n ID #:1957\n\nSchneider v. Champignon Brands Inc.\nc/o Strategic Claims Services\n600 N. Jackson St., Suite 205\nMedia, PA 19063\n\nIMPORTANT LEGAL NOTICE \u2013 PLEASE FORWARD\n\n\n\n\nTHIS CLAIM FORM MUST BE MAILED TO THE CLAIMS ADMINISTRATOR BY FIRST-CLASS MAIL,\nPOSTMARKED NO LATER THAN MARCH 30, 2023, ADDRESSED AS FOLLOWS:\n Schneider v. Champignon Brands Inc.\n c/o Strategic Claims Services\n P.O. Box 230\n 600 N. Jackson St., Ste. 205\n Media, PA 19063\n Tel.: 866-274-4004\n Fax: 610-565-7985\n info@strategicclaims.net\n OR SUBMITTED ONLINE AT www.strategicclaims.net/Braxia/\n ON OR BEFORE MARCH 30, 2023.\nA Claim Form received by the Claims Administrator shall be deemed to have been submitted when posted, if a postmark date\non or before March 30, 2023 is indicated on the envelope and it is mailed First Class, and addressed in accordance with the\nabove instructions. In all other cases, a Claim Form shall be deemed to have been submitted when actually received by the\nClaims Administrator.\nYou should be aware that it will take a significant amount of time to fully process all of the Claim Forms. Please be patient\nand notify the Claims Administrator of any change of address.\n\f Case 2:21-cv-03120-JVS-KES Document 89-4EXHIBIT C\n Filed 01/20/23 Page 34 of 35 Page\n ID #:1958\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\nNovember 18, 2022\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 class members.\n\nWe request that you assist us in identifying any individuals who fit the following description:\n\nALL PERSONS AND ENTITIES THAT PURCHASED OR ACQUIRED BRAXIA SHARES ON THE OTC STOCK MARKET BETWEEN\nMARCH 27, 2020 AND FEBRUARY 17, 2021, INCLUSIVE.\nExcluded from the Settlement Class are (a) persons who suffered no compensable losses; and (b) (i) Defendants; (ii) the legal\nrepresentatives, heirs, successors, assigns, and members of the immediate families of the Individual Defendants; (iii) the parents,\nsubsidiaries, assigns, successors, predecessors and affiliates of Braxia; (iv) any person who served as an Officer and/or director of\nBraxia during the Settlement Class Period; (v) any entity in which any of the foregoing (i)-(iv) excluded persons have or had a majority\nownership interest during the Settlement Class Period; (c) any trust of which any Individual Defendant is the grantor or settlor or\nwhich is for the benefit of any Individual Defendant and/or member(s) of his or her immediate family; and (d) Defendants\u2019 liability\ninsurance carriers.\nThe information below may assist you in finding the above requested information.\n\n Schneider v. Champignon Brands Inc\n Case No. 2:21-cv-03120-JVS-KES\n Cusip Numbers: 15850D100 and 105736102\n Exclusion Deadline: February 6, 2023\n Objection Deadline: February 6, 2023\n Settlement Hearing: February 27, 2023\n Claim Filing Deadline: March 30, 2023\n\n PER COURT ORDER, PLEASE RESPOND WITHIN 7 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 email addresses, if email addresses are not available, provide us with names and last\n known addresses of your beneficial purchasers/owners and we will do the emailing of the link to the\n webpage hosting the Notice and Claim Form or mailing of the Postcard Notice. Please provide us this\n information electronically. If you are not able to do this, labels will be accepted, but it is important that a\n hardcopy list also be submitted of your clients; or\n 3. Advise us of how many beneficial purchasers/owners you have, and we will supply you with ample\n postcards to do the mailing. After the receipt of the Postcard Notice, you have seven (7) calendar days to\n mail them; or\n 4. Request a link to the webpage hosting the Notice and Claim Form and advise us that you will be emailing\n the link to your beneficial purchasers/owners within seven (7) days after receipt thereof.\nYou can bill us for any reasonable expenses actually incurred and not to exceed:\n \uf0b7 $0.03 per emailed Notice sent 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 (I) Pendency of Class Action, Certification of the\nSettlement Class, and Proposed Settlement; (II) Settlement Hearing; and (III) Motion for an Award of Attorney\u2019s Fees and\nReimbursement of Litigation Expenses and Proof of Claim and Release Form and all the important documents are available on our\nwebsite at www.strategicclaims.net/Braxia/. You can also request a copy via email at info@strategicclaims.net.\nThank you for your prompt response.\nSincerely,\nClaims Administrator\nSchneider v. Champignon Brands Inc.\n\f Case 2:21-cv-03120-JVS-KES EXHIBIT\n Document 89-4 Filed 01/20/23 PageD\n 35 of 35 Page\n ID #:1959\n\nmcraig@strategicclaims.net\n\nFrom: donotreply@globenewswire.com\nSent: Wednesday, December 14, 2022 9:03 AM\nTo: mcraig@strategicclaims.net\nCc: jbravata@strategicclaims.net; mcraig@strategicclaims.net; fknowles@strategicclaims.net\nSubject: GlobeNewswire Release Distribution Confirmation: GLANCY PRONGAY & MURRAY LLP\n\n\n\n\n Release Distribution Confirmation\n\n Glancy Prongay & Murray LLP Announces Proposed Class Action Settlement on\n Behalf of Purchasers of Champignon Brands Inc. n/k/a Braxia Scientific Corp.\n shares - BRAXF\n Cross time: 12/14/22 09:00 AM ET: Eastern Time - View release on GlobeNewswire.com\n\n This email message serves as a formal confirmation that your release was transmitted on\n GlobeNewswire's distribution network as requested, including any fax or email broadcasts.\n\n If you have any questions, comments or concerns, please reply to this message, contact your account\n manager, or call our Customer Service Center at 800-307-6627, or 310-642-6930\n\n\n This message was distributed by GlobeNewswire.\n 2321 Rosecrans Ave. Ste 2200, El Segundo, CA, 90245, USA. +1-800-307-6627. www.globenewswire.com\n\n You received this email because you have an account with GlobeNewswire.\n\n If you have any questions, please send an email to support@globenewswire.com or Contact Us\n\n\n\n\n 1\n\f","ocr_status":1,"date_upload":"2026-06-29T17:15:55.309640-07:00","document_number":"89","attachment_number":4,"pacer_doc_id":"031039315211","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Declaration of Margery Craig","acms_document_guid":""}],"date_created":"2023-01-20T17:31:42.529931-08:00","date_modified":"2026-04-20T23:53:33.755236-07:00","date_filed":"2023-01-20","time_filed":null,"entry_number":89,"recap_sequence_number":"2023-01-20.001","pacer_sequence_number":311,"description":"NOTICE OF MOTION AND MOTION for Settlement Approval of Final Approval of Class Action Settlement filed by Lead Plaintiff Michael G. Quinn. Motion set for hearing on 2/27/2023 at 01:30 PM before Judge James V. Selna. (Attachments: # 1 Proposed Order Approving Plan of Allocation of Net Settlement Fund, # 2 Proposed Order Awarding Attorneys' Fees and Reimbursement of Litigation Expenses, # 3 Proposed Order - Judgment Approving Class Action Settlement, # 4 Declaration of Margery Craig) (Sadler, Casey) (Entered: 01/20/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/217121186/","id":217121186,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/223150020/","id":223150020,"tags":[],"absolute_url":"/docket/59811729/90/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2023-01-20T17:31:42.382451-08:00","date_modified":"2026-06-30T05:30:06.939876-07:00","sha1":"c39f0931d5fc3e459ad29e9dfbe74383ea488995","page_count":26,"file_size":322670,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.90.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.90.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 1 of 26 Page ID\n #:1960\n\n\n\n 1 Robert V. Prongay (SBN 270796)\n Casey E. Sadler (SBN 274241)\n 2\n GLANCY PRONGAY & MURRAY LLP\n 3 1925 Century Park East, Suite 2100\n Los Angeles, California 90067\n 4\n Telephone: (310) 201-9150\n 5 Facsimile: (310) 201-9160\n Email: rprongay@glancylaw.com\n 6\n Email: csadler@glancylaw.com\n 7\n 8 Counsel for Lead Plaintiff Michael G.\n Quinn and Lead Counsel for the Class\n 9\n 10 UNITED STATES DISTRICT COURT\n 11 CENTRAL DISTRICT OF CALIFORNIA\n 12\n JEFFREY N. SCHNEIDER, Case No. 2:21-cv-03120-JVS-KES\n 13 Individually and On Behalf of All\n Others Similarly Situated, MEMORANDUM OF POINTS AND\n 14\n AUTHORITIES IN SUPPORT OF\n 15 Plaintiff, LEAD PLAINTIFF\u2019S UNOPPOSED\n MOTION FOR FINAL APPROVAL\n 16\n v. OF CLASS ACTION SETTLEMENT\n 17\n CHAMPIGNON BRANDS INC., Date: February 27, 2023\n 18\n GARETH BIRDSALL, and Time: 1:30 p.m.\n 19 MATTHEW FISH, Crtm: 10C\n Judge: James V. Selna\n 20\n Defendants.\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 2 of 26 Page ID\n #:1961\n\n\n\n 1 TABLE OF CONTENTS\n 2\n I. PRELIMINARY STATEMENT ....................................................................... 1\n 3\n II. STANDARDS FOR FINAL APPROVAL UNDER RULE 23(e) AND\n 4 HANLON .......................................................................................................... 3\n 5\n III. ARGUMENT .................................................................................................... 5\n 6\n A. The Settlement Is Fair, Reasonable, And Adequate In Light Of\n 7 Rule 23(e)(2) And The Remaining Hanlon Factors ............................... 5\n 8\n 1. Lead Plaintiff And Lead Counsel Adequately Represented The\n 9 Settlement Class............................................................................ 5\n 10 2. The Settlement Is The Result Of Arm\u2019s-Length Negotiations ..... 6\n 11\n 3. The Relief Provided For The Settlement Class Is Adequate ........ 7\n 12\n (a) The Cost, Risk, And Delay Of Trial And Appeal .............. 8\n 13\n 14 (b) The Settlement Amount.................................................... 11\n\n 15 4. Other Factors Established By Rule 23(e)(2)(C) Support Final\n Approval ..................................................................................... 11\n 16\n 17 5. All Settlement Class Members Are Treated Equitably .............. 13\n\n 18 6. The Positive Reaction Of The Settlement Class Supports\n Settlement Approval ................................................................... 14\n 19\n 20 7. The Remaining Ninth Circuit Factors Are Satisfied .................. 14\n\n 21 B. The Plan Of Allocation Is Fair And Reasonable .................................. 16\n 22 C. The Settlement Class Should Be Finally Certified ............................... 18\n 23 D. The Notice Program Satisfies Rule 23 And Due Process ..................... 18\n 24\n E. Lead Counsel\u2019s Requested Fee Award And Reimbursement Of\n 25 Litigation Expenses Should Be Finally Approved ............................... 19\n 26 IV. CONCLUSION ............................................................................................... 19\n 27\n 28\n i\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 3 of 26 Page ID\n #:1962\n\n\n\n 1 TABLE OF AUTHORITIES\n 2\n CASES\n 3\n Garner v. State Farm Mut. Auto. Ins. Co.,\n 4 2010 WL 1687832 (N.D. Cal. Apr. 22, 2010) ......................................................... 3\n 5\n Glickenhaus & Co. v. Household Int\u2019l, Inc.,\n 6 787 F.3d 408 (7th Cir. 2015) ................................................................................. 10\n 7\n Hanlon v. Chrysler Corp.,\n 8 150 F.3d 1011 (9th Cir. 1998) ..................................................................... 1, 5, 7, 8\n 9\n Hefler v. Wells Fargo & Co.,\n 10\n 2018 WL 6619983 (N.D. Cal. Dec. 18, 2018) .................................................. 4, 11\n 11\n Ikuseghan v. Multicare Health Sys.,\n 12\n 2016 WL 3976569 (W.D. Wash. July 25, 2016) ..................................................... 7\n 13\n In re Amgen Inc. Sec. Litig.,\n 14\n 2016 WL 10571773 (C.D. Cal. Oct. 25, 2016) ..................................................... 16\n 15\n In re AOL Time Warner, Inc.,\n 16\n 2006 WL 903236 (S.D.N.Y. Apr. 6, 2006) ............................................................. 8\n 17\n In re Apple Computer Sec. Litig.,\n 18\n 1991 WL 238298 (N.D. Cal. Sept. 6, 1991) .......................................................... 10\n 19\n In re Extreme Networks, Inc. Sec. Litig.,\n 20\n 2019 WL 3290770 (N.D. Cal. July 22, 2019) ......................................................... 5\n 21\n In re Heritage Bond Litig.,\n 22\n 2005 WL 1594403 (C.D. Cal. June 10, 2005) ....................................................... 18\n 23\n 24 In re LinkedIn User Privacy Litig.,\n 309 F.R.D. 573 (N.D. Cal. 2015) ............................................................................ 8\n 25\n 26 In re Marsh & McLennan Co., Inc. Sec. Litig.,\n 2009 WL 5178546 (S.D.N.Y. Dec. 23, 2009) ......................................................... 9\n 27\n 28\n ii\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 4 of 26 Page ID\n #:1963\n\n\n\n 1 In re Omnivision Techs., Inc.,\n 559 F. Supp. 2d 1036 (N.D. Cal. 2008) ....................................................... 9, 14, 16\n 2\n 3 In re Syncor ERISA Litig.,\n 516 F.3d 1095 (9th Cir. 2008) ................................................................................. 3\n 4\n 5 In re Vivendi Universal, S.A., Sec. Litig.,\n 2012 WL 362028 (S.D.N.Y. Feb. 6, 2012) ............................................................. 8\n 6\n 7 In re Wireless Facilities, Inc. Sec. Litig. II,\n 8 253 F.R.D. 607 (S.D. Cal. 2008) ........................................................................... 10\n\n 9 In re: Volkswagen \u201cClean Diesel\u201d Mktg., Sales Practices, & Prod. Liab. Litig.,\n 10 2016 WL 6248426 (N.D. Cal. Oct. 25, 2016) ....................................................... 14\n\n 11 Int\u2019l Bhd. Of Elec. Workers Local 697 Pension Fund v. Int\u2019l Game Tech., Inc.,\n 12 2012 WL 5199742 (D. Nev. Oct. 19, 2012) .......................................................... 11\n\n 13 Knapp v. Art.com, Inc.,\n 14 283 F. Supp. 3d 823 (N.D. Cal. 2017) ..................................................................... 8\n\n 15 Maley v. Del Global Tech. Corp.,\n 16 186 F. Supp. 2d 358 (S.D.N.Y. 2002) ................................................................... 16\n\n 17 Mild v. PPG Indus., Inc.,\n 18 2019 WL 3345714 (C.D. Cal. July 25, 2019) ..................................................... 5, 6\n\n 19 Perks v. Activehours, Inc.,\n 20 2021 WL 1146038 (N.D. Cal. Mar. 25, 2021) ........................................................ 5\n\n 21 Robbins v. Koger Props., Inc.,\n 22 116 F.3d 1441 (11th Cir. 1997) ............................................................................. 10\n\n 23 Rodriguez v. W. Publ\u2019g Corp.,\n 24 563 F.3d 948 (9th Cir. 2009) ................................................................................... 7\n\n 25 Schueneman v. Arena Pharmaceuticals, Inc.,\n 26 2020 WL 3129566 (S.D. Cal. June 12, 2020) ................................................. 16, 17\n\n 27 Stewart v. Applied Materials, Inc.,\n 28 2017 WL 3670711 (N.D. Cal. Aug. 25, 2017) ...................................................... 15\n iii\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 5 of 26 Page ID\n #:1964\n\n\n\n 1 Trief v. Dun & Bradstreet Corp.,\n 840 F. Supp. 277 (S.D.N.Y. 1993) ........................................................................ 10\n 2\n 3 Vinh Nguyen v. Radient Pharm. Corp.,\n 2014 WL 1802293 (C.D. Cal. May 6, 2014) ......................................................... 13\n 4\n 5 Wong v. Arlo Technologies, Inc.,\n 2021 WL 1531171 (N.D. Cal. Apr. 19, 2021) ..................................................... 4, 5\n 6\n 7 Wong v. Arlo Techs., Inc.,\n 8 2021 WL 1146042 (N.D. Cal. Mar. 24, 2021) .................................................... 7, 8\n\n 9 STATUTES\n 10 15 U.S.C. \u00a7 78u-4 ........................................................................................................ 1\n 11 RULES\n 12\n Fed. R. Civ. P. 23 ................................................................................................ passim\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n iv\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 6 of 26 Page ID\n #:1965\n\n\n\n 1 MEMORANDUM OF POINTS AND AUTHORITIES\n 2 I. PRELIMINARY STATEMENT\n 3 Pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, Lead Plaintiff\n 4 Michael G. Quinn (\u201cLead Plaintiff\u201d) submits this memorandum in support of his\n 5 motion for final approval of the Settlement of the above-captioned action (the\n 6 \u201cAction\u201d) for $1,000,000 in cash (the \u201cSettlement Amount\u201d), for approval of the Plan\n 7 of Allocation, and for final approval of the award of attorneys\u2019 fees and\n 8 reimbursement of litigation expenses. The terms of the Settlement are set forth in the\n 9 Stipulation (ECF No. 65-1), which was preliminarily approved by the Court on\n 10 November 1 and 4, 2022. See ECF No. 87 (\u201cPreliminary Approval Findings\u201d), 88\n 11 (\u201cPreliminary Approval Order\u201d).\n 12 The $1 million Settlement is procedurally fair, as it is the product of arm\u2019s-\n 13 length negotiations, including numerous written responses on the merits and\n 14 counteroffers by the Parties, as well as various telephonic discussions regarding the\n 15 specifics of the case, only after Lead Plaintiff had an opportunity to review and\n 16 analyze Defendants\u2019 arguments in support of dismissal as well as performing legal\n 17 research to prepare his counterarguments. The Settlement is also substantively fair,\n 18 reasonable, and adequate, as demonstrated by application of Rule 23 of the Federal\n 19 Rules of Civil Procedure and the Ninth Circuit \u201cHanlon factors\u201d for assessing class\n 20 action settlements. See Hanlon v. Chrysler Corp., 150 F.3d 1011 (9th Cir. 1998).\n 21 Prior to reaching the Settlement, Lead Counsel developed a thorough\n 22 understanding of both the strengths and the weaknesses underlying the claims in this\n 23 Action, and meaningfully assessed the risks of establishing liability and damages,\n 24 including the risk of surviving a motion to dismiss, or prevailing on appeal, under the\n 25 heightened pleading standard and automatic stay of discovery imposed by the Private\n 26 Securities Litigation Reform Act of 1995 (15 U.S.C. \u00a7 78u-4, (the \u201cPSLRA\u201d)).\n 27 Indeed, before agreeing to the Settlement, Lead Counsel, among other things:\n 28 (i) conducted a comprehensive investigation into the claims asserted against\n\n 1\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 7 of 26 Page ID\n #:1966\n\n\n\n 1 Defendants, which was assisted by experts in the areas of accounting and damages\n 2 and loss causation; (ii) drafted the detailed 51-page complaint (the \u201cComplaint\u201d);\n 3 (iii) researched in preparation for Lead Plaintiff\u2019s opposition to Defendants\u2019 motion\n 4 to dismiss; (iv) engaged in arm\u2019s-length settlement negotiations with counsel for\n 5 Defendants, which included numerous written responses on the merits and\n 6 counteroffers by the Parties, as well as various telephonic discussions regarding the\n 7 specifics of the case; and (v) obtained a $1 million Settlement for the benefit of the\n 8 Settlement Class. The Parties then negotiated and executed the Stipulation. Based\n 9 on this substantial work and Lead Counsel\u2019s experience, Lead Plaintiff and Lead\n 10 Counsel believe that the Settlement\u2014which eliminates the significant costs and risks\n 11 of continuing litigation and instead provides a fair and immediate cash recovery\u2014is\n 12 in the best interests of the Settlement Class.\n 13 While the deadline to file an objection has not yet passed, the reaction of the\n 14 Settlement Class also supports final approval. Over 37,481 potential Settlement Class\n 15 Members and their nominees were notified by either the Postcard Notice or an email\n 16 with a link to the Notice and Claim Form and, to date, no objections or requests for\n 17 exclusion have been received or entered on the docket. See Declaration of Margery\n 18 Craig Concerning: (A) Mailing of the Postcard Notice; (B) Publication of the\n 19 Summary Notice; and (C) Report on Requests for Exclusion and Objections (\u201cCraig\n 20 Declaration\u201d) submitted herewith.\n 21 Additionally, the Plan of Allocation was developed by Lead Counsel in\n 22 consultation with Lead Plaintiff\u2019s damages expert and reflects an assessment of the\n 23 damages that Lead Plaintiff contends could have been recovered under the theories of\n 24 liability and damages asserted in the Action. The Plan of Allocation ties each\n 25 participating Settlement Class Member\u2019s recovery to when the securities were\n 26 acquired and sold, and is a fair and reasonable method for distributing the Net\n 27 Settlement Fund. The Plan of Allocation thus warrants approval.\n 28 And finally, Lead Counsel respectfully requests the Court grant final approval\n\n 2\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 8 of 26 Page ID\n #:1967\n\n\n\n 1 of an award of attorneys\u2019 fees in the amount of 25% of the Settlement Fund, or\n 2 $250,000, plus interest earned at the same rate as the Settlement Fund. Lead Counsel\n 3 also seeks final approval of the reimbursement of (i) $23,953.30 in litigation expenses\n 4 incurred by Lead Counsel in prosecuting and resolving the Action, and (ii) $1,000 in\n 5 costs incurred by the Court-appointed Lead Plaintiff, directly related to his\n 6 representation of the Settlement Class, as authorized by the PSLRA.\n 7 For these reasons, as well as those set forth below, Lead Plaintiff respectfully\n 8 requests that the Court grant final approval of the Settlement and Plan of Allocation\n 9 and grant final approval of Lead Counsel\u2019s request for an award of attorneys\u2019 fees in\n 10 the amount of 25% and reimbursement of Litigation Expenses in the amount of\n 11 $24,953.30, which includes $1,000 to Lead Plaintiff for reasonable costs and\n 12 expenses.\n 13 II. STANDARDS FOR FINAL APPROVAL UNDER RULE 23(e) AND\n HANLON\n 14\n 15 Federal Rule of Civil Procedure 23(e) requires judicial approval for any\n 16 compromise or settlement of class action claims and states that a class action\n 17 settlement should be approved if the court finds it \u201cfair, reasonable, and adequate.\u201d\n 18 Fed. R. Civ. P. 23(e)(2). In the Ninth Circuit and throughout the country, \u201cthere is a\n 19 strong judicial policy that favors settlements particularly where complex class action\n 20 litigation is concerned.\u201d In re Syncor ERISA Litig., 516 F.3d 1095, 1101 (9th Cir.\n 21 2008). Class actions readily lend themselves to compromise because of the\n 22 difficulties of proof, the uncertainties of the outcome, and the typical length of\n 23 litigation. The settlement of complex cases also contributes to the conservation of\n 24 scarce judicial resources. See, e.g., Garner v. State Farm Mut. Auto. Ins. Co., 2010\n 25 WL 1687832, at *10 (N.D. Cal. Apr. 22, 2010) (\u201cAvoiding such unnecessary and\n 26 unwarranted expenditure of resources and time would benefit all Parties and the\n 27 Court.\u201d).\n 28\n\n 3\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 9 of 26 Page ID\n #:1968\n\n\n\n 1 Rule 23(e)(2)\u2013which governs final approval\u2014requires courts to consider\n 2 several factors in determining whether a proposed settlement is fair, reasonable, and\n 3 adequate, including whether:\n 4 (A) the class representatives and class counsel have adequately\n represented the class;\n 5\n (B) the proposal was negotiated at arm\u2019s length;\n 6\n (C) the relief provided for the class is adequate, taking into account:\n 7\n (i) the costs, risks, and delay of trial and appeal;\n 8\n (ii) the effectiveness of any proposed method of distributing\n 9 relief to the class, including the method of processing\n class-member claims;\n 10\n (iii) the terms of any proposed award of attorneys\u2019 fees,\n 11 including timing of payment; and\n 12 (iv) any agreement required to be identified under Rule\n 23(e)(3); and\n 13\n (D) the proposal treats class members equitably relative to each other.\n 14\n 15 FED. R. CIV. P. 23(e)(2).\n 16 These factors do not \u201cdisplace\u201d any previously adopted factors, but \u201cfocus the\n\n 17 court and the lawyers on the core concerns of procedure and substance that should\n 18 guide the decision whether to approve the proposal.\u201d FED. R. CIV. P. 23(e) advisory\n 19 committee notes to 2018 amendment, 324 F.R.D. 904, 918. \u201cAccordingly, the Court\n 20 [should] appl[y] the framework set forth in Rule 23, while continuing to draw\n 21 guidance from the Ninth Circuit\u2019s factors and relevant precedent.\u201d Hefler v. Wells\n 22 Fargo & Co., 2018 WL 6619983, at *4 (N.D. Cal. Dec. 18, 2018).\n 23 \u201cIn the Ninth Circuit, courts traditionally use a multi-factor balancing test to\n\n 24 analyze whether a given settlement is fair, adequate and reasonable.\u201d Wong v. Arlo\n 25 Technologies, Inc., 2021 WL 1531171, at *5 (N.D. Cal. Apr. 19, 2021). \u201cThat test\n 26 includes the following factors:\n [1] the strength of plaintiff\u2019s case; [2] the risk, expense, complexity, and\n 27 likely duration of further litigation; [3] the risk of maintaining class\n action status throughout the trial; [4] the amount offered in settlement;\n 28 [5] the extent of discovery completed, and the stage of the proceedings;\n 4\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 10 of 26 Page ID\n #:1969\n\n\n\n 1 [6] the experience and views of counsel; [7] the presence of a\n governmental participant; and [8] the reaction of the class members to\n 2 the proposed settlement.\u201d\n 3 Id. (quoting Hanlon, 150 F.3d at 1026); see also In re Extreme Networks, Inc. Sec.\n 4 Litig., 2019 WL 3290770, at *6 (N.D. Cal. July 22, 2019) (evaluating settlement based\n 5 on factors set forth in Fed. R. Civ. P. 23(e)(2) and Hanlon); Perks v. Activehours, Inc.,\n 6 2021 WL 1146038, at *4 (N.D. Cal. Mar. 25, 2021) (same).\n 7 As explained below, application of each of the four factors specified in Rule\n 8 23(e)(2) and the relevant, non-duplicative Hanlon factors demonstrates that the\n 9 Settlement warrants Court approval.\n 10 III. ARGUMENT\n 11 A. The Settlement Is Fair, Reasonable, And Adequate In Light Of\n Rule 23(e)(2) And The Remaining Hanlon Factors\n 12\n 13 1. Lead Plaintiff And Lead Counsel Adequately Represented\n The Settlement Class\n 14\n Fed. R. Civ. P. 23(e)(2)(A) requires the Court to consider whether the \u201cclass\n 15\n representative[] and class counsel have adequately represented the class.\u201d\n 16\n \u201cResolution of two questions determines legal adequacy: (1) do the named plaintiffs\n 17\n and their counsel have any conflicts of interest with other class members and (2) will\n 18\n the named plaintiffs and their counsel prosecute the action vigorously on behalf of the\n 19\n class?\u201d Hanlon, 150 F.3d at 1020.\n 20\n Here, Lead Plaintiff and Lead Counsel adequately represented the Settlement\n 21\n Class during both the litigation of this Action and its settlement. Lead Plaintiff\u2019s\n 22\n claims are typical of and coextensive with the claims of the Settlement Class, and he\n 23\n has no antagonistic interests; rather, Lead Plaintiff\u2019s interest in obtaining the largest\n 24\n possible recovery in this Action is aligned with the other Settlement Class Members.\n 25\n Mild v. PPG Indus., Inc., 2019 WL 3345714, at *3 (C.D. Cal. July 25, 2019)\n 26\n (\u201cBecause Plaintiff\u2019s claims are typical of and coextensive with the claims of the\n 27\n 28\n\n 5\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 11 of 26 Page ID\n #:1970\n\n\n\n 1 Settlement Class, his interest in obtaining the largest possible recovery is aligned with\n 2 the interests of the rest of the Settlement Class members.\u201d).\n 3 Lead Plaintiff also retained counsel who are highly experienced in securities\n 4 litigation, and who have a long and successful track record of representing investors\n 5 in such cases. Lead Counsel, Glancy Prongay & Murray LLP, have successfully\n 6 prosecuted securities class actions and complex litigation in federal and state courts\n 7 throughout the country for over 26 years. See ECF No. 17-4 (GPM firm resume).\n 8 Lead Counsel vigorously prosecuted the Settlement Class\u2019s claims throughout the\n 9 litigation, by conducting an extensive investigation, which included, among other\n 10 things: (1) reviewing and analyzing (a) the Company\u2019s filings with Canadian\n 11 regulatory agencies, including the British Columbia Securities Commission, and the\n 12 U.S. Securities and Exchange Commission (\u201cSEC\u201d), (b) public reports, blog posts,\n 13 research reports prepared by securities and financial analysts, and news articles\n 14 concerning the Company, and (c) other publicly available material related to the\n 15 Company; (2) drafting a detailed complaint based on the foregoing investigation;\n 16 (3) researching in preparation for Lead Plaintiff\u2019s opposition to Defendants\u2019 motion\n 17 to dismiss; and (4) obtaining a $1 million Settlement for the benefit of the Settlement\n 18 Class. See Preliminary Approval Findings at 20 (\u201cGiven\u2026the investigation that Lead\n 19 Counsel provided evidence of conducting, the Court finds that Plaintiff had sufficient\n 20 information to make an informed decision\u201d); see also PPG, 2019 WL 3345714, at *3\n 21 (finding adequacy and noting Lead Counsel [GPM] \u201care highly experienced in\n 22 securities litigation and have vigorously prosecuted the Settlement Class\u2019s\n 23 claims[.]\u201d).\n 24 2. The Settlement Is The Result Of Arm\u2019s-Length Negotiations\n 25 Rule 23(e)(2)(B) requires procedural fairness: that \u201cthe proposal was\n 26 negotiated at arm\u2019s length.\u201d FED. R. CIV. P. 23(e)(2)(B).1 The Ninth Circuit, as well\n 27\n 28\n 1\n Rule 23(e)(2)(A)-(B)\u2019s considerations overlap with certain Hanlon factors, \u201csuch as\n (footnote continued)\n 6\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 12 of 26 Page ID\n #:1971\n\n\n\n 1 as courts in this District, \u201cput a good deal of stock in the product of an arms-length,\n 2 non-collusive, negotiated resolution\u201d in approving a class action settlement.\n 3 Rodriguez v. W. Publ\u2019g Corp., 563 F.3d 948, 965 (9th Cir. 2009). Here, the Parties\n 4 began exploring the possibility of resolving this Action only after Lead Plaintiff had\n 5 an opportunity to review and analyze Defendants\u2019 arguments in support of dismissal\n 6 as well as performing legal research to prepare his counterarguments. Armed with\n 7 this knowledge, Lead Plaintiff served a confidential settlement demand on\n 8 Defendants. Following numerous written responses on the merits and counteroffers\n 9 by the Parties, as well as various telephonic discussions regarding the specifics of the\n 10 case, the Parties were ultimately able to agree to the general contours of the\n 11 Settlement.\n 12 The arm\u2019s-length nature of the extensive settlement negotiations between\n 13 capable counsel with substantial experience in securities class actions support the\n 14 conclusion that the Settlement is fair and was achieved free of collusion. See\n 15 Preliminary Approval Findings at 20 (\u201cThe Court finds that the Settlement has been\n 16 negotiated at arm\u2019s length.\u201d); Ikuseghan v. Multicare Health Sys., 2016 WL 3976569,\n 17 at *3 (W.D. Wash. July 25, 2016) (\u201cThis Court begins its analysis with a presumption\n 18 that a class settlement is fair and should be approved if it is the product of arm\u2019s-\n 19 length negotiations conducted by capable counsel with extensive experience in\n 20 complex class action litigation.\u201d).\n 21 3. The Relief Provided For The Settlement Class Is Adequate\n 22 Under Rule 23(e)(2)(C), when evaluating the fairness, reasonableness, and\n 23 adequacy of a settlement, the Court must also consider whether \u201cthe relief provided\n 24\n 25\n 26\n the non-collusive nature of negotiations, the extent of discovery completed, and the\n 27\n stage of proceedings.\u201d Wong v. Arlo Techs., Inc., 2021 WL 1146042, at *6 (N.D. Cal.\n 28 Mar. 24, 2021) (citing Hanlon, 150 F.3d at 1026).\n\n 7\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 13 of 26 Page ID\n #:1972\n\n\n\n 1 for the class is adequate, taking into account . . . the costs, risks, and delay of trial and\n 2 appeal\u201d along with other relevant factors. FED. R. CIV. P. 23(e)(2)(C).2\n 3 (a) The Cost, Risk, And Delay Of Trial And Appeal\n 4 In assessing whether the proposed Settlement is fair, reasonable, and adequate,\n 5 the Court \u201cmust balance the risks of continued litigation, including the strengths and\n 6 weaknesses of plaintiff\u2019s case, against the benefits afforded to class members,\n 7 including the immediacy and certainty of recovery.\u201d Knapp v. Art.com, Inc., 283 F.\n 8 Supp. 3d 823, 831 (N.D. Cal. 2017). \u201cGenerally, unless the settlement is clearly\n 9 inadequate, its acceptance and approval are preferable to lengthy and expensive\n 10 litigation with uncertain results.\u201d In re LinkedIn User Privacy Litig., 309 F.R.D. 573,\n 11 587 (N.D. Cal. 2015). Securities fraud cases are inherently complex and tend to take\n 12 an exceptionally long time to litigate, in part because they often involve significant\n 13 post-trial motions and appeals. See, e.g., In re Vivendi Universal, S.A., Sec. Litig.,\n 14 2012 WL 362028, at *1 (S.D.N.Y. Feb. 6, 2012) (noting two years after jury verdict\n 15 in plaintiffs\u2019 favor and ten years after the case was filed, shareholders had still\n 16 received no recovery). Given the \u201cnotorious complexity\u201d of securities class actions,\n 17 settlement is often appropriate because it \u201ccircumvents the difficulty and uncertainty\n 18 inherent in long, costly trials.\u201d In re AOL Time Warner, Inc., 2006 WL 903236, at *8\n 19 (S.D.N.Y. Apr. 6, 2006).\n 20 The risks of continued litigation here were considerable, perhaps\n 21 insurmountable. The most immediate risk is that Lead Plaintiff might not advance\n 22 past the pleading stage thereby eliminating any benefit potentially available to the\n 23 Settlement Class. Although Lead Plaintiff believes the Complaint was adequate to\n 24\n 25 2\n Rule 23(e)(2)(C)(i) essentially incorporates three of the traditional Hanlon factors:\n 26 the strength of plaintiff\u2019s case (first factor); the risk, expense, complexity, and likely\n duration of further litigation (second factor) and; the risks of maintaining class action\n 27\n status through the trial (third factor). Arlo, 2021 WL 1146042, at *8 (citing Hanlon,\n 28 150 F.3d at 1026).\n\n 8\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 14 of 26 Page ID\n #:1973\n\n\n\n 1 survive Defendants\u2019 motion to dismiss, Defendants raised plausible arguments in\n 2 favor of dismissing Lead Plaintiff\u2019s claims, including that a pending lawsuit in British\n 3 Columbia, Canada was the more appropriate forum for the claims to be heard and that\n 4 Defendants did not have a duty to disclose the fact that the transactions at issue\n 5 involved a related party. If the Court agreed with Defendants\u2019 arguments, any\n 6 potential recovery would be lost.\n 7 Even if Lead Plaintiff did prevail at the motion to dismiss stage, he would then\n 8 need to move for class certification, which Defendants would likely oppose.\n 9 Although Lead Plaintiff believes certifying a class here is meritorious, Defendants\u2019\n 10 likely opposition makes class certification not a foregone conclusion. Had Lead\n 11 Plaintiff failed to obtain class certification, the benefit to the Settlement Class would\n 12 have been eliminated. Moreover, even assuming class certification was achieved, the\n 13 Court could have revisited certification at any time\u2014presenting a continuous risk that\n 14 this case, or particular claims, might not be maintained on a class-wide basis through\n 15 trial. See, e.g., In re Omnivision Techs., Inc., 559 F. Supp. 2d 1036, 1041 (N.D. Cal.\n 16 2008) (even if a class is certified, \u201cthere is no guarantee the certification would survive\n 17 through trial, as Defendants might have sought decertification or modification of the\n 18 class\u201d). Thus, the risks of obtaining and maintaining class certification support\n 19 approval of the Settlement in this case. See In re Marsh & McLennan Co., Inc. Sec.\n 20 Litig., 2009 WL 5178546, at *6 (S.D.N.Y. Dec. 23, 2009) (\u201cthe uncertainty\n 21 surrounding class certification supports approval of the Settlement\u201d).\n 22 Furthermore, even if Lead Plaintiff prevailed at the class certification stage, he\n 23 would still have to prove his claims. This would be no small task and Lead Plaintiff\n 24 and Lead Counsel recognize the significant risk, time, and expense involved in\n 25 prosecuting Lead Plaintiff\u2019s claims against Defendants through completion of fact and\n 26 expert discovery \u2013 discovery that would have mainly occurred outside of the United\n 27 States \u2013 summary judgment, trial, and subsequent appeals, as well as the inherent\n 28 difficulties and delays complex litigation like this entails. Defendants\u2019 expected\n\n 9\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 15 of 26 Page ID\n #:1974\n\n\n\n 1 motions for summary judgment would have to be successfully briefed and argued,\n 2 and trials are innately expensive, risky, and uncertain. See, e.g., In re Wireless\n 3 Facilities, Inc. Sec. Litig. II, 253 F.R.D. 607, 612 (S.D. Cal. 2008) (preliminarily\n 4 approving settlement where \u201c[l]iability remains uncertain\u201d as \u201cit appears to the Court\n 5 that plaintiffs have a viable claim regarding the alleged securities fraud and\n 6 Defendants have a viable defense against such claims\u201d).\n 7 In addition, any judgment favorable to the Settlement Class would be the\n 8 subject of post-trial motions and appeal, which could prolong the case for years with\n 9 the ultimate outcome uncertain. Any recovery that shareholders may ultimately see\n 10 is diminished by the escalating costs accumulated in the process. See, e.g.,\n 11 Glickenhaus & Co. v. Household Int\u2019l, Inc., 787 F.3d 408, 433 (7th Cir. 2015)\n 12 (reversing and remanding jury verdict of $2.46 billion after 13 years of litigation on\n 13 loss causation grounds and error in jury instruction).3\n 14 In sum, even if Lead Plaintiff were to prevail after trial and appeals, there is no\n 15 guarantee that he would have obtained a judgment greater than the $1 million\n 16 Settlement. There was, as in any complex securities action, a very significant risk\n 17 that continued litigation might yield a smaller recovery\u2014or indeed no recovery at\n 18 all\u2014several years in the future. See Trief v. Dun & Bradstreet Corp., 840 F. Supp.\n 19 277, 282 (S.D.N.Y. 1993) (\u201cIt is beyond cavil that continued litigation in this multi-\n 20 district securities class action would be complex, lengthy, and expensive, with no\n 21 guarantee of recovery by the class members.\u201d). By contrast, the Settlement provides\n 22 a favorable, immediately-realizable recovery and eliminates all of the risk, delay, and\n 23 expense of continued litigation. See Preliminary Approval Findings at 22 (finding this\n 24 factor weighs in favor of approval).\n 25\n 26 3\n See also Robbins v. Koger Props., Inc., 116 F.3d 1441, 1449 (11th Cir. 1997)\n 27 (reversing jury verdict of $81 million for plaintiffs); In re Apple Computer Sec. Litig.,\n 1991 WL 238298 at *1 (N.D. Cal. Sept. 6, 1991) (overturning jury verdict for\n 28 plaintiffs after extended trial).\n\n 10\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 16 of 26 Page ID\n #:1975\n\n\n\n 1 (b) The Settlement Amount\n 2 \u201cTo evaluate the adequacy of the settlement amount, \u2018courts primarily consider\n 3 plaintiffs\u2019 expected recovery balanced against the value of the settlement offer.\u2019\u201d\n 4 Wells Fargo, 2018 WL 6619983, at *8. The $1,000,000 cash Settlement Amount is\n 5 well within the range of reasonableness under the circumstances to warrant final\n 6 approval of the Settlement.\n 7 Here, Lead Plaintiff\u2019s damages expert estimates that if Lead Plaintiff had fully\n 8 prevailed in his claims at both summary judgment and after a jury trial, if the Court\n 9 certified the same class period as the Settlement Class Period, and if the Court and\n 10 jury fully accepted Lead Plaintiff\u2019s loss causation and damages arguments\u2014i.e.,\n 11 Plaintiff\u2019s best case scenario\u2014the total maximum damages would be approximately\n 12 $7,926,522. See ECF No. 72-1 at \u00b6\u00b6 11-17. Thus, the $1 million Settlement Amount\n 13 represents approximately 12.7% of the total maximum damages potentially available\n 14 in this Action. In fact, this Court has already found 12.7% of the maximum possible\n 15 recovery to be reasonable. Preliminary Approval Findings at 21, 23 (noting 12.7%\n 16 recovery is \u201cnot unreasonable in light of the risks, expenses, and likely duration of\n 17 further litigation in this action\u201d) (quoting Int\u2019l Bhd. Of Elec. Workers Local 697\n 18 Pension Fund v. Int\u2019l Game Tech., Inc., 2012 WL 5199742, at *3 (D. Nev. Oct. 19,\n 19 2012) (finding that 3.5% \u201cis within the median recovery in securities class actions\n 20 settled in the last few years\u201d)). Consequently, the amount recovered, when balanced\n 21 against the risks of continued litigation, weighs strongly in favor of final approval.\n 22 This is particularly relevant here, as it is not assured that Braxia would be able to\n 23 continue as a going concern and thus funds needed to fund a settlement may have no\n 24 longer been available in the future.\n 25 4. Other Factors Established By Rule 23(e)(2)(C) Support Final\n Approval\n 26\n 27 Under Rule 23(e)(2)(C), courts also must consider whether the relief provided\n 28 for the class is adequate in light of \u201cthe effectiveness of any proposed method of\n\n 11\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 17 of 26 Page ID\n #:1976\n\n\n\n 1 distributing relief to the class, including the method of processing class-member\n 2 claims,\u201d \u201cthe terms of any proposed award of attorneys\u2019 fees, including timing of\n 3 payment,\u201d and \u201cany agreement required to be identified under Rule 23(e)(2).\u201d FED.\n 4 R. CIV. P. 23(e)(2)(C)(ii)-(iv). Each of these factors support the Settlement\u2019s approval\n 5 or is neutral and thus do not suggest any basis for concluding the Settlement is\n 6 inadequate.\n 7 Rule 23 (e)(2)(C)(ii): The method for processing Settlement Class Members\u2019\n 8 claims and distributing relief to eligible claimants includes well-established, effective\n 9 procedures for processing claims and efficiently distributing the Net Settlement Fund.\n 10 Here, Strategic Claims Services (\u201cSCS\u201d), the Court-approved Claims Administrator,\n 11 will process claims under the guidance of Lead Counsel, allow Claimants an\n 12 opportunity to cure any Claim deficiencies or request the Court to review a denial of\n 13 their Claim(s), and, lastly, mail or wire Authorized Claimants their pro rata share of\n 14 the Net Settlement Fund (per the Plan of Allocation), after Court approval. Claims\n 15 processing, like the method proposed here, is standard in securities class action\n 16 settlements. It has been long found to be effective, as well as necessary, insofar as\n 17 neither Lead Plaintiff nor Defendants possess the individual investor trading data\n 18 required for a claims-free process to distribute the Net Settlement Fund.4\n 19 Rule 23(e)(2)(C)(iii): As detailed in Lead Counsel\u2019s motion for a preliminary\n 20 award of attorneys\u2019 fees and reimbursement of litigation expenses and the\n 21 accompanying memorandum in support thereof (ECF Nos. 80-82), Lead Counsel is\n 22 applying for a percentage of the common fund fee award in an amount of 25% to\n 23 compensate them for the services rendered on behalf of the Settlement Class. A\n 24 proposed attorneys\u2019 fee of 25% of the Settlement Fund (which, by definition, includes\n 25\n 26 4\n This is not a claims-made settlement. If the Settlement is approved, Defendants will\n 27 not have any right to the return of a portion of the Settlement based on the number or\n 28 value of the Claims submitted. See Stipulation \u00b614.\n\n 12\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 18 of 26 Page ID\n #:1977\n\n\n\n 1 interest earned on the Settlement Amount) is reasonable in light of the work\n 2 performed and the results obtained. On November 1, 2022, in preliminarily approving\n 3 Lead Counsel\u2019s requested 25% fee award, the Court noted that (i) the requested fee\n 4 was \u201cconsistent with the 25% benchmark used by courts in this circuit;\u201d (ii) the\n 5 Settlement was achieved \u201cin light of substantial risks of prolonged litigation,\n 6 including potential difficulty in proving loss causation, liability, and damages;\u201d and\n 7 (iii) \u201cLead Counsel has a long-record of successfully prosecuting securities litigation\n 8 cases, and took this case on a contingent fee.\u201d See Preliminary Approval Findings at\n 9 23-24.\n 10 Rule 23(e)(2)(C)(iv): The Parties have entered into a confidential agreement\n 11 that establishes certain conditions under which Defendants may terminate the\n 12 Settlement if Class Members who collectively have damages equating to a certain\n 13 dollar amount under the Plan of Allocation request exclusion (or \u201copt out\u201d) from the\n 14 Settlement. On August 31, 2022, in accordance with the Court\u2019s August 15, 2022\n 15 order, Lead Plaintiff submitted this confidential agreement in camera for the Court\u2019s\n 16 review. ECF No. 73. In granting preliminary approval, the Court found the\n 17 confidential agreement in this case to be reasonable. Preliminary Approval Findings\n 18 at 25.\n 19 5. All Settlement Class Members Are Treated Equitably\n 20 Rule 23(e)(2)(D) requires courts to evaluate whether the settlement treats class\n 21 members equitably relative to one another. The Settlement easily satisfies this\n 22 standard. Under the proposed Plan of Allocation, each Authorized Claimant will\n 23 receive his, her, or its pro rata share of the Net Settlement Fund. Specifically, an\n 24 Authorized Claimant\u2019s pro rata share shall be the Authorized Claimant\u2019s Recognized\n 25 Claim divided by the total of Recognized Claims of all Authorized Claimants,\n 26 multiplied by the total amount in the Net Settlement Fund. Vinh Nguyen v. Radient\n 27 Pharm. Corp., 2014 WL 1802293, at *5 (C.D. Cal. May 6, 2014) (\u201cA settlement in a\n 28 securities class action case can be reasonable if it \u2018fairly treats class members by\n\n 13\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 19 of 26 Page ID\n #:1978\n\n\n\n 1 awarding a pro rata share to every Authorized Claimant, but also sensibly makes\n 2 interclass distinctions based upon, inter alia, the relative strengths and weaknesses of\n 3 class members\u2019 individual claims and the timing of purchases of the securities at\n 4 issue.\u2019\u201d). Moreover, this Court has already concluded that there is \u201cno indication that\n 5 the distribution and allocation methods that Plaintiff proposes will result in\n 6 inequitable treatment of class members.\u201d Preliminary Approval Findings at 25.\n 7 6. The Positive Reaction Of The Settlement Class Supports\n Settlement Approval\n 8\n 9 The eighth Hanlon factor\u2014the reaction of the Class\u2014overlaps with Rules\n 10 23(e)(4), on the opportunity for exclusion, and 23(e)(5), on the opportunity to object.\n 11 As required by Rules 23(e)(4) & (5), the Settlement affords Settlement Class\n 12 Members the opportunity to request exclusion from, or object to, the Settlement. See\n 13 Craig Decl., Ex. B (Notice) at p. 3. More than 37,481 potential Settlement Class\n 14 Members were notified by an email containing a link to the Notice and Claim Form\n 15 or by Postcard Notice and the Summary Notice was published over the Globe\n 16 Newswire. Id. \u00b6\u00b69-10. To date, no requests for exclusion have been received, and no\n 5\n 17 objections have been filed with the Court. Id. \u00b6\u00b613-14. The Settlement Class\u2019s\n 18 overwhelmingly positive reaction strongly supports final approval of the Settlement.\n 19 Omnivision, 559 F. Supp. 2d at 1043 (\u201cthe absence of a large number of objections to\n 20 a proposed class action settlement raises a strong presumption that the terms of a\n 21 proposed class action settlement are favorable to class members.\u201d).\n 22 7. The Remaining Ninth Circuit Factors Are Satisfied\n 23 The Extent of Discovery Completed and the Stage of the Proceeding: In\n 24 considering a class action settlement, courts look for indications that the parties\n 25 carefully investigated the claims before reaching a resolution. E.g., In re: Volkswagen\n 26\n 5\n The deadline to request exclusion from, or to object to any aspect of, the Settlement\n 27\n is February 6, 2023; if any exclusions or objections are received after the date of this\n 28 filing, they will be addressed on reply.\n\n 14\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 20 of 26 Page ID\n #:1979\n\n\n\n 1 \u201cClean Diesel\u201d Mktg., Sales Practices, & Prod. Liab. Litig., 2016 WL 6248426, at\n 2 *13-*14 (N.D. Cal. Oct. 25, 2016). (formal discovery is \u201cnot a necessary ticket to the\n 3 bargaining table where the parties have sufficient information to make an informed\n 4 decision about settlement\u201d).\n 5 Here, Lead Counsel conducted an extensive investigation of the claims asserted\n 6 in this Action (see Sec III.A.1., supra, detailing Lead Counsel\u2019s investigation),\n 7 including consultation with experts in the fields of loss causation, damages, and\n 8 accounting. Additionally, in drafting the Complaint and preparing an opposition to\n 9 Defendants\u2019 motion to dismiss, Lead Counsel further engaged in extensive legal\n 10 research, which helped to further evaluate and sharpen the understanding of the\n 11 strengths and weaknesses of the claims asserted in this Action.\n 12 This material amount of information enabled Lead Counsel to make an\n 13 informed assessment of the strengths and weaknesses of this Action to make a\n 14 determination on behalf of the Settlement Class about whether to settle. The Parties\u2019\n 15 settlement negotiations, as explained above, further informed Lead Counsel about the\n 16 strengths and weaknesses of the potential class\u2019s claims in this Action and\n 17 Defendants\u2019 defenses to those claims. As a result, the Parties and their counsel have\n 18 sufficient basis to make informed decisions about the relative merits and weakness of\n 19 this Action and the fairness of the Settlement.\n 20 The Experience and Views of Counsel: Courts also give weight to the opinion\n 21 of experienced and informed counsel supporting the settlement. See, e.g., Stewart v.\n 22 Applied Materials, Inc., 2017 WL 3670711, at *6 (N.D. Cal. Aug. 25, 2017). Here,\n 23 Lead Counsel has extensive experience in securities litigation and has obtained a\n 24 thorough understanding of the merits and risks of the Action. Lead Counsel\u2019s belief\n 25 in the fairness and reasonableness of this Settlement supports final approval.\n 26 Defendants have been vigorously represented by Katten Muchin Rosenman LLP\n 27 throughout the Action and settlement negotiations. Defendants\u2019 counsel is equally\n 28 well-informed regarding the case, and their representation of Defendants was just as\n\n 15\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 21 of 26 Page ID\n #:1980\n\n\n\n 1 rigorous as Lead Counsel\u2019s representation of the Settlement Class. Because the\n 2 Settlement is the product of serious, informed, and non-collusive negotiations among\n 3 experienced counsel, final approval is warranted.\n 4 The Presence Of A Governmental Participant \u201cBecause no government\n 5 entities are participants in this case, this factor is neutral.\u201d In re Amgen Inc. Sec.\n 6 Litig., 2016 WL 10571773, at *4 (C.D. Cal. Oct. 25, 2016).\n 7 * * *\n 8 As discussed in detail above, each of the Rule 23(e)(2) and Hanlon factors\n 9 either supports a finding that the Settlement is fair, reasonable, and adequate, or is\n 10 neutral. Final approval is, therefore, appropriate.\n 11 B. The Plan Of Allocation Is Fair And Reasonable\n 12 Lead Plaintiff also requests final approval of the Plan of Allocation. A plan of\n 13 allocation in a class action \u201cis governed by the same standards of review applicable\n 14 to approval of the settlement as a whole: the plan must be fair, reasonable, and\n 15 adequate.\u201d Omnivision, 559 F. Supp. 2d at 1045. The allocation formula used in a\n 16 plan of allocation \u201cneed only have a reasonable, rational basis, particularly if\n 17 recommended by experienced and competent counsel.\u201d Maley v. Del Global Tech.\n 18 Corp., 186 F. Supp. 2d 358, 367 (S.D.N.Y. 2002). \u201cA plan which fairly treats class\n 19 members by awarding a pro rata share to every Authorized Claimant, even as it\n 20 sensibly makes interclass distinctions based upon, inter alia, the relative strengths and\n 21 weaknesses of class members\u2019 individual claims and the timing of purchases of the\n 22 securities at issue should be approved as fair and reasonable.\u201d Schueneman v. Arena\n 23 Pharmaceuticals, Inc., 2020 WL 3129566, at *7 (S.D. Cal. June 12, 2020).\n 24 The Plan of Allocation, is set forth in the Notice attached to the Craig\n 25 Declaration at sub-exhibit B (Notice at \u00b6\u00b610-14), is based on an out-of-pocket theory\n 26 of damages consistent with Section 10(b) of the Exchange Act, and reflects an\n 27 assessment of the damages that Lead Plaintiff contends could have been recovered\n 28 under the theories of liability asserted in the Action. More specifically, the Plan of\n\n 16\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 22 of 26 Page ID\n #:1981\n\n\n\n 1 Allocation reflects, and is based on, Lead Plaintiff\u2019s allegation that the price of Braxia\n 2 common stock was artificially inflated during the Settlement Class Period due to\n 3 Defendants\u2019 alleged materially false and misleading statements and omissions. The\n 4 Plan of Allocation is based on the premise that the decreases in the price of Braxia\n 5 common stock that followed the alleged corrective disclosures that occurred on June\n 6 22, 2020 and on February 17, 2021, may be used to measure the alleged artificial\n 7 inflation in the price of Intersect common stock prior to these disclosures. Craig\n 8 Decl., Ex. B (Notice) at \u00b651. An individual Claimant\u2019s recovery under the Plan of\n 9 Allocation will depend on a number of factors, including how many shares of Intersect\n 10 common stock the Claimant purchased, acquired, or sold during the Settlement Class\n 11 Period, when that Claimant bought, acquired, or sold the shares, and the number of\n 12 valid claims filed by other Claimants. Id. at \u00b662.\n 13 Under the proposed Plan of Allocation, each Authorized Claimant will receive\n 14 his, her, or its pro rata share of the Net Settlement Fund, subject to a $10 minimum\n 15 distribution. Specifically, an Authorized Claimant\u2019s pro rata share shall be the\n 16 Authorized Claimant\u2019s Recognized Claim divided by the total of Recognized Claims\n 17 of all Authorized Claimants, multiplied by the total amount in the Net Settlement\n 18 Fund. Craig Decl., Ex. B (Notice) at \u00b657.\n 19 If any funds remain after an initial distribution to Authorized Claimants, as a\n 20 result of uncashed or returned checks or other reasons, subsequent distributions will\n 21 be conducted as long as they are cost effective. Craig Decl., Ex. B (Notice) at \u00b663.\n 22 At such time as it is determined that the re-distribution of funds remaining in the Net\n 23 Settlement Fund is not cost-effective, the remaining balance shall be contributed to a\n 24 non-sectarian, not-for-profit organization, to be recommended by Lead Counsel and\n 25 approved by the Court. Id.\n 26 Lead Counsel believe that the Plan of Allocation will result in a fair and\n 27 equitable distribution of the Settlement proceeds among Settlement Class Members\n 28 who submit valid claims. See Arena, 2020 WL 3129566, at *7 (approving\n\n 17\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 23 of 26 Page ID\n #:1982\n\n\n\n 1 substantially similar plan of allocation). Indeed, the Court has already found that\n 2 there is \u201cno indication that the distribution and allocation methods that Plaintiffs\n 3 proposes will result in inequitable treatment of class members.\u201d Preliminarily\n 4 Approval Findings at 25. The fair and reasonableness of the proposed Plan of\n 5 Allocation is further evidenced by the fact that, to date, no objections to the Plan of\n 6 Allocation have been filed on this Court\u2019s docket. Accordingly, Lead Plaintiff\n 7 respectfully requests that the Court approve the proposed Plan of Allocation. See In\n 8 re Heritage Bond Litig., 2005 WL 1594403, at *12 (C.D. Cal. June 10, 2005) (\u201cIn\n 9 light of the lack of objectors to the plan of allocation at issue, and the competence,\n 10 expertise, and zeal of counsel in bringing and defending this action, the Court finds\n 11 the plan of allocation as fair and adequate.\u201d).\n 12 C. The Settlement Class Should Be Finally Certified\n 13 The Court\u2019s November 4, 2022 Preliminary Approval Order certified the\n 14 Settlement Class for settlement purposes only under Fed. R. Civ. P. 23(a) and (b)(3).\n 15 See ECF No. 88 at \u00b6\u00b61-3. There have been no changes to alter the propriety of class\n 16 certification for settlement purposes. Thus, for the reasons stated in Lead Plaintiff\u2019s\n 17 Unopposed Motion for Preliminary Approval of Settlement (ECF No. 64 at 16-18),\n 18 Lead Plaintiff respectfully requests that the Court affirm its determinations in the\n 19 Preliminary Approval Order certifying the Settlement Class under Rules 23(a) and\n 20 (b)(3).\n 21 D. The Notice Program Satisfies Rule 23 And Due Process\n 22 For any class certified under Rule 23(b)(3), due process and Rule 23 require\n 23 that class members be given \u201cthe best notice practicable under the circumstances,\n 24 including individual notice to all members who can be identified through reasonable\n 25 effort.\u201d Fed. R. Civ. P. 23(c)(2)(B). This Court has already found that the proposed\n 26 notice program is adequate and sufficient (see Preliminary Approval Order, ECF No.\n 27 88 at \u00b6\u00b67-8), and Lead Counsel and SCS carried out the notice program as proposed.\n 28\n\n 18\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 24 of 26 Page ID\n #:1983\n\n\n\n 1 See Craig Decl., \u00b6\u00b63-12. The Settlement Class has, therefore, received \u201cthe best\n 2 notice practicable under the circumstances.\u201d FED. R. CIV. P. 23(c)(2)(B).\n 3 E. Lead Counsel\u2019s Requested Fee Award And Reimbursement Of\n Litigation Expenses Should Be Finally Approved\n 4\n 5 On September 14, 2022, the Court entered an Order requesting Lead Counsel\n 6 submit a formal motion for attorneys\u2019 fees. ECF No. 74. In accordance with the\n 7 Court\u2019s September 14, 2022 Order, Lead Counsel filed a motion for a preliminary\n 8 award of attorneys\u2019 fees and reimbursement of litigation expenses on September 26,\n 9 2022. ECF Nos. 80-82. The Court preliminarily approved Lead Counsel\u2019s award of\n 10 attorneys\u2019 fees in the amount of 25% of the Settlement Fund and reimbursement of\n 11 expenses. See Preliminary Approval Findings at 23-24. There have been no changes\n 12 to alter the propriety of the Court\u2019s preliminary finding. In fact, the propriety of the\n 13 fees and expense award is further supported by the fact that no Settlement Class\n 14 Member has objected to it, and that Lead Counsel has performed more work since the\n 15 fee motion was filed and as such, Lead Counsel\u2019s lodestar multiplier is currently even\n 16 lower than that which the Court already deemed was reasonable. Preliminary\n 17 Approval Findings at 23-24 (1.37 \u201cmultiplier is reasonable\u201d). Thus, for the reasons\n 18 stated in Lead Counsel\u2019s Motion for a Preliminary Award of Attorneys\u2019 Fees and\n 19 Reimbursement of Litigation Expenses (ECF Nos. 80-82), Lead Counsel respectfully\n 20 requests the Court affirm its determination that \u201cLead Counsel\u2019s request for attorneys\u2019\n 21 fees and litigation expenses is fair and reasonable.\u201d ECF No. 87 at 24.\n 22 IV. CONCLUSION\n 23 For the foregoing reasons, Lead Plaintiff respectfully requests that the Court\n 24 grant the unopposed motion for final approval of the Settlement, approve the proposed\n 25 Plan of Allocation and finally approve Lead Counsel\u2019s request for an award of\n 26 attorneys\u2019 fees in the amount of 25% of the Settlement Fund, or $250,000, and\n 27 reimbursement of Litigation Expenses in the amount of $24,953.30, which includes\n 28 $1,000 to Lead Plaintiff for reasonable costs and expenses.\n\n 19\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 25 of 26 Page ID\n #:1984\n\n\n\n 1 DATED: January 20, 2023 GLANCY PRONGAY & MURRAY LLP\n 2 By: /s/ Casey E. Sadler\n 3 Robert V. Prongay\n Casey E. Sadler\n 4 1925 Century Park East, Suite 2100\n 5 Los Angeles, California 90067\n Telephone: (310) 201-9150\n 6 Facsimile: (310) 201-9160\n 7 csadler@glancylaw.com\n 8 Counsel for Plaintiff Michael G. Quinn and\n 9 Lead Counsel for the Class\n 10\n 11\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\n 20\n MEMORANDUM OF POINTS AND AUTHORITIES\n\fCase 2:21-cv-03120-JVS-KES Document 90 Filed 01/20/23 Page 26 of 26 Page ID\n #:1985\n\n\n\n 1 PROOF OF SERVICE BY ELECTRONIC POSTING\n 2 I, the undersigned, say:\n 3 I am not a party to the above case and am over eighteen years old. On January\n 4 20, 2023, I served true and correct copies of the foregoing document, by posting the\n 5 document electronically to the ECF website of the United States District Court for the\n 6 Central District of California, for receipt electronically by the parties listed on the\n 7 Court\u2019s Service List.\n 8 I affirm under the penalty of perjury under the laws of the United States of\n 9 America that the foregoing is true and correct. Executed on January 20, 2023, at Los\n 10 Angeles, California.\n 11 /s/ Casey E. Sadler\n Casey E. Sadler\n 12\n 13\n 14\n 15\n 16\n 17\n 18\n 19\n 20\n 21\n 22\n 23\n 24\n 25\n 26\n 27\n 28\n\f","ocr_status":2,"date_upload":"2026-06-29T17:15:11.831683-07:00","document_number":"90","attachment_number":null,"pacer_doc_id":"031039315221","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memorandum in Support of Motion","acms_document_guid":""}],"date_created":"2023-01-20T17:31:42.376388-08:00","date_modified":"2026-04-20T23:53:33.810593-07:00","date_filed":"2023-01-20","time_filed":null,"entry_number":90,"recap_sequence_number":"2023-01-20.002","pacer_sequence_number":313,"description":"MEMORANDUM in Support of NOTICE OF MOTION AND MOTION for Settlement Approval of Final Approval of Class Action Settlement 89 filed by Plaintiff Michael G. Quinn. (Sadler, Casey) (Entered: 01/20/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/210970872/","id":210970872,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/216900857/","id":216900857,"tags":[],"absolute_url":"/docket/59811729/88/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2022-11-04T10:33:19.067775-07:00","date_modified":"2026-04-20T23:53:33.727983-07:00","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":"88","attachment_number":null,"pacer_doc_id":"031038886179","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order","acms_document_guid":""}],"date_created":"2022-11-04T10:33:19.062402-07:00","date_modified":"2026-04-20T23:53:33.704483-07:00","date_filed":"2022-11-04","time_filed":null,"entry_number":88,"recap_sequence_number":"2022-11-04.001","pacer_sequence_number":308,"description":"ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE by Judge James V. Selna, re NOTICE OF MOTION AND MOTION for Settlement Approval [Preliminary], Certification of Settlement Class, and Approval of Notice to the Settlement Class 63 [SEE ORDER FOR DETAILS.] (es) (Entered: 11/04/2022)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/210636842/","id":210636842,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/216561124/","id":216561124,"tags":[],"absolute_url":"/docket/59811729/87/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2022-11-01T11:04:44.118757-07:00","date_modified":"2026-06-30T05:47:56.523320-07:00","sha1":"80f5a85c82a03650de4d8803d167b8e66f65dc30","page_count":28,"file_size":222865,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.87.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.87.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 1 of 28 Page ID\n #:1860\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n\n Present: The James V. Selna, U.S. District Court Judge\n Honorable\n Lisa Bredahl Not Present\n Deputy Clerk Court Reporter\n Attorneys Present for Plaintiffs: Attorneys Present for Defendants:\n Not Present Not Present\n\n Proceedings: [IN CHAMBERS] Order Regarding Motion for Preliminary\n Approval of Class Action Settlement & Related Motions\n\n Lead Plaintiff Michael G. Quinn (\u201cPlaintiff\u201d) moves for preliminary approval of\nhis class action settlement with Defendants Champignon Brands Inc., now known as\nBraxia Scientific Corp. (\u201cChampignon\u201d or \u201cBraxia\u201d or the \u201cCompany\u201d), Gareth Birdsall,\nand Matthew Fish (\u201cFish\u201d) (collectively, \u201cDefendants\u201d). Mot., Dkt. 63. The motion is\nunopposed.\n\n On August 9, 2022, the Court issued a Tentative Order identifying several\ndeficiencies in the evidence provided in the motion. See Supplemental Decl. of Casey\nSadler (\u201cSadler Decl.\u201d), Dkt. 72 \u00b6 2. The Court granted leave for Plaintiff to file a\nsupplemental submission in further support of the preliminary settlement motion, Dkt. 71,\nwhich Plaintiff did on August 31, 2022. Supplemental Submission In Support of Mot.\n(\u201cMot. Supp.\u201d), Dkt. 72.\n\n On September 14, 2022, the Court issued an Order for Plaintiff to submit a formal\nmotion for attorneys\u2019 fees along with evidence of time spent on the case and a lodestar\ncalculation. Order, Dkt. 74.\n\n On September 23, 2022, Champignon moved to vacate in part the September 14,\n2022, Order insofar as the motion for preliminary approval of the class action was held in\nabeyance. Mot., Dkt. 76.\n\n On September 26, 2022, Plaintiff filed a motion for preliminary award of\nattorneys\u2019 fees and reimbursement of litigation expenses, as requested by the Court.\nMot., Dkt. 80. The motion is unopposed. See Not., Dkt. 83.\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 1 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 2 of 28 Page ID\n #:1861\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n The Court heard oral arguments on October 24, 2022.\n\n For the following reasons, the Court GRANTS the motions for preliminary\napproval of class action settlement. The Court DENIES the motion to vacate as moot.\n\n I. BACKGROUND\nA. Allegations\n\n This is a federal securities class action on behalf of those who purchased or\nacquired Champignon securities between March 27, 2020 and February 17, 2021 (the\n\u201cClass Period\u201d). First Amended Complaint (\u201cFAC\u201d), Dkt. 40, \u00b6 1.\n\n Champignon is a corporation focused on the formulation and manufacturing of\nnovel ketamine, anesthetics, and adaptogenic delivery platforms for nutraceutical and\npsychedelic medicine while being supported by a leading psychedelics medicines clinic\nplatform. Id. \u00b6 22. It is also pursuing the development and commercialization of rapid\nonset treatments capable of improving health outcomes, such as depression and post-\ntraumatic stress disorder (\u201cPTSD\u201d) as well as substance and alcohol use disorders. Id. \u00b6\n22. Champignon, which is now known as Braxia Scientific Corp., is incorporated under\nthe laws of British Columbia and its primary office is located in Mississauga, Ontario,\nCanada. Id. \u00b6 14. Gareth Birdsall founded Champignon and was its President and\nSecretary until May 6, 2020, its CEO until May 11, 2020, and a director of the company\nuntil November 23, 2020. Id. \u00b6 16. Fish was the Champignon\u2019s president since May\n2020 and a director since August 2019. Id. \u00b6 19. During the Class Period, Champignon\u2019s\nshares traded on the Canadian Securities Exchange under the ticker symbol \u201cSHRM\u201d and\non the quotation board of the Frankfurt Stock Exchange under the ticker symbol \u201c496.\u201d\nId. \u00b6 14. Champignon\u2019s common shares also traded on the OTC Pink Open Market until\nApril 23, 2020, when its shares began trading on the OTCQB Venture Markets Group.\nId.\n\n Plaintiffs allege that on February 28, 2020, Champignon closed its initial public\noffering and began trading on the Canadian Securities Exchange (the \u201cCSE\u201d) on March 2,\n2020. Id. \u00b6 24. In the offering, Champignon issued 18,916,667 common shares at a price\nof $0.15 per share for total gross proceeds of $2,837,500.05. Id. Thereafter,\nChampignon\u2019s shares began trading on the OTC on March 17, 2020. Id.\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 2 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 3 of 28 Page ID\n #:1862\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n With funds obtained and the shares issued in the offering, Champignon began\nacquiring entities in a massive purported expansion of the scope and scale of the\nbusiness. Id. \u00b6 25. In March and April 2020, Champignon acquired four entities: Artisan\nGrowers Ltd., Novo Formulations Ltd., Tassili Life Sciences Corp., and AltMed Capital\nCorp (the \u201cAcquisitions\u201d). Id. According to Champignon, these Acquisitions, among\nother things, \u201cexpand[ed] the Company\u2019s preclinical trial pipeline, as well as its\naggregation of broad intellectual property,\u201d \u201caccelerate[d] the architecture of\nChampignon\u2019s patent portfolio\u201d and \u201csecur[ed] valuable infrastructure to expedite [its]\nR&D pursuits.\u201d Id. These four Acquisitions cost the Company more than $90 million\nand resulted in its stock skyrocketing from $0.295 per share and $6.05 million market\ncapitalization at the start of the Class Period to $1.34 per share and $108 million market\ncapitalization by the end of May. Id. \u00b6 26. However, this stock appreciation was short-\nlived because the acquired companies were unprofitable, and Champignon had failed to\naccount for these transactions accurately under applicable accounting principles or\ndocument them in accordance with Canadian securities law.\n\n Plaintiffs allege that in reality, three of the acquired companies were not actual\nbusiness as they had been incorporated mere months before Champignon acquired them\nand lacked any valuable assets such as intellectual property. Id. \u00b6 28. Ultimately,\nChampignon admitted that it immensely overpaid for the three companies, and the\ntransactions essentially enriched Champignon\u2019s CEO\u2019s brother, Lucas Birdsall, who was\na shareholder in each of the four companies and received a substantial number of\nChampignon shares in connection with the acquisitions. Id.\n\n While Lucas Birdsall\u2019s involvement was never disclosed during the Class Period,\nChampignon issued a press release on February 17, 2021, revealing, among other things,\nthat \u201ca shareholder and contracted consultant . . . of the Company was a related party with\nrespect to the Acquisitions.\u201d Id. \u00b6 77. As a result, the financial statements and\nmanagement discussion and analysis (\u201cMD&A\u201d) would \u201cinclude additional disclosure\ndetails with respect to related party transactions involving the Consultant.\u201d Id. \u00b6 77. It\nstill did not identify the related party. Id. The press release also noted that Champignon\nwould restate its financial results for the three and six month periods ending March 31,\n2020. Id. \u00b6 78. Specifically, it stated that \u201cthe Company previously recognized\nintangible assets in connection with the [A]cquisitions . . . that aggregated to\napproximately $12 million.\u201d Id. The restatement would \u201ccorrect the accounting for the\nAcquisitions as the assets do not meet the definition of intangible assets for the purposes\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 3 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 4 of 28 Page ID\n #:1863\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nof international financial reporting standards and as a result will be recorded as\ntransaction costs in the Company\u2019s statement of loss and comprehensive loss.\u201d Id. On\nthis news, the Company\u2019s stock price fell 10.8% to close at $0.687 per share on February\n17, 2021, on unusually heaving trading volume. Id. \u00b6 79.\n\n On March 11, 2021, the Company finally identified Lucas Birdsall as the related\nparty to the Acquisitions. Id. \u00b6 80. In the financial statements for 2Q20 (the \u201cRestated\n2Q20 Report\u201d), the Company stated:\n\n The Company has also identified a significant shareholder and contracted\n consultant of the Company (the \u201cConsultant\u201d) as a related party for reporting\n purposes as the Consultant exerted significant influence over the Company. The\n Consultant was also a shareholder of Artisan Growers, Novo [NFL] and Tassili and\n was issued common shares of the Company for these three acquisitions (Notes 3\n and 9). In addition, the Consultant was paid $20,000 and issued 1,400,000 options\n to acquire common shares of the Company during the six month period ended\n March 31, 2020.\n\nThe MD&A accompanying the Restated 2Q20 Report identified this Consultant as Lucas\nBirdsall, Defendant Gareth Birdsall\u2019s brother. Id. The consulting agreement was\nterminated in November 2020.\n\n The Restated 2Q20 Report also restated the accounting of the acquisitions,\neffectively reporting that the value of the \u201cintellectual property\u201d in the acquisitions was\nzero.\n\nB. Procedural History\n\n On April 10, 2021, a class action complaint was filed in this Court. Dkt. 1. On\nJune 9, 2021, a number of movants applied for appointment as lead plaintiff pursuant to\nthe Private Securities Litigation Reform Act (the \u201cPSLRA\u201d). Dkt. 10, 15, 20. On June\n29, 2021, the Court appointed Plaintiff Michael G. Quinn as lead plaintiff for the Action\nand approved his selection of Glancy Prongay & Murray LLP as Lead Counsel for the\nclass. Dkt. 28.\n\n Lead Counsel then conducted a comprehensive investigation into Defendants\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 4 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 5 of 28 Page ID\n #:1864\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nallegedly wrongful acts. Mot. at 2. On November 3, 2021, Quinn filed and served the\nAmended Class Action Complaint for Violations of Federal Securities Laws (the\n\u201cComplaint\u201d) based on counsel\u2019s investigation. See Dkt. 40. The Complaint asserts\nclaims on behalf of a putative class of investors pursuant to Sections 10(b) and 20(a) of\nthe Securities Exchange Act of 1934 (the \u201cExchange Act\u201d), 15 U.S.C. \u00a7\u00a7 78j(b) and\n78t(a), and Rule 10b-5 promulgated thereunder, 17 C.F.R. \u00a7 240.10b-5, against\nDefendants. Id. Defendants moved to dismiss the Complaint on December 20, 2021.\nDkt. 55\u201358.\n\n While Plaintiff was preparing his opposition to Defendant\u2019s motion to dismiss, the\nParties began exploring potential settlement. Mot. at 3. On January 13, 2022, Quinn\nserved a confidential settlement demand on Defendants. Dkt. 59. The parties reached an\nagreement, and on February 25, 2022, the parties executed a term sheet memorializing the\nmaterial terms of the settlement. See Dkt. 65-1 (the \u201cTerm Sheet\u201d).\n\n On April 7, 2022, Plaintiff moved for preliminary settlement approval. Mot., Dkt.\n63. On August 9, 2022, the Court issued a Tentative Order identifying several\ndeficiencies in the evidence provided in the Motion. See Supplemental Decl. of Casey\nSadler (\u201cSupp. Sadler Decl.\u201d), Dkt. 72 \u00b6 2. The Court granted leave for Plaintiff to file a\nsupplemental submission in further support of the preliminary settlement motion, Dkt. 71,\nwhich Plaintiff did on August 31, 2022. Plaintiff also filed a submission for in camera\nreview. Dkt. 73. On September 14, 2022, the Court issued an Order for Plaintiff to\nsubmit a formal motion for attorneys\u2019 fees along with evidence of time spent on the case\nand a lodestar calculation. Order, Dkt. 74. On September 26, 2022, Plaintiff filed a\nmotion for preliminary award of attorneys\u2019 fees and reimbursement of litigation\nexpenses.\n\n The Court has not yet certified a class or resolved any disputes on the merits of this\ncase.\n\nB. Summary of the Proposed Settlement\n\n 1. The Proposed Settlement Class\n\n The parties stipulate and agree to certification of the following class for purposes\nof settlement (the \u201cSettlement Class\u201d):\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 5 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 6 of 28 Page ID\n #:1865\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n All persons and entities that purchased or acquired [Champignon] shares on the\n OTC Market between March 27, 2020 and February 17, 2021, inclusive (the\n \u201cSettlement Class Period\u201d) and were injured thereby. Excluded from the\n Settlement Class are (a) persons who suffered no compensable losses; and (b) (i)\n Defendants, (ii) the legal representatives, heirs, successors, assigns, and members\n of the immediate families of the Individual Defendants; (iii) the parents,\n subsidiaries, assigns, successors, predecessors and affiliates of [Champignon];\n (iv) any person who served as an Officer and/or director of [Champignon] during\n the Settlement Class Period; (v) any entity in which any of the foregoing (i)\u2013(iv)\n excluded persons have or had a majority ownership interest during the Settlement\n Class Period; (c) any trust of which any Individual Defendant is the grantor or\n settlor or which is for the benefit of any Individual Defendant and/or member(s) of\n his or her immediate family; . . . (d) Defendants\u2019 liability insurance carriers[; and\n (e)] any persons or entities who or which exclude themselves by submitting a\n request for exclusion that is accepted by the Court.\n\nProposed Order, Dkt. 63-1, at 2\u20133. The Complaint alleges that\n\n [w]hile the exact number of Class members is unknown to Plaintiff at this time and\n can only be ascertained through appropriate discovery, Plaintiff believes that there\n are hundreds or thousands of members in the [P]roposed Class. Millions of\n Champignon shares were traded publicly during the Class Period on the OTC.\n\nFAC \u00b6 136.\n\n 2. Settlement Amount\n\n Under the terms of the Settlement Agreement, Champignon will pay $1,000,000\ncash to fund the settlement of the claims (the \u201cSettlement Fund\u201d). See Stipulation and\nAgreement of Settlement, Dkt. 65-1 (\u201cSettlement Agreement), at p. 3, \u00b6 I; p. 11, \u00b6 (tt).\nThe Settlement Fund shall be used to pay: (a) any taxes; (b) any notice and administration\nCosts; (c) any litigation expenses awarded by the Court; and (d) any attorneys\u2019 fees\nawarded by the Court. Id. \u00b6 10. Then, the remaining balance (the \u201cNet Settlement\nFund\u201d), shall be distributed to Settlement Class members. Id.\n\n 3. Attorneys\u2019 Fees and Costs\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 6 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 7 of 28 Page ID\n #:1866\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n Lead Counsel requests a preliminary award of attorneys\u2019 fees in the amount of\n25% of the Settlement Fund, or $250,000, plus interest earned at the same rate as the\nSettlement Fund. Memo., Dkt. 77, at 1. Lead Counsel also seeks reimbursement of\n$23,953.30 in out-of-pocket expenses and $1,000 of reasonable costs and expenses for\nLead Plaintiff, paid from the Settlement Fund. Id.\n\n 4. Administrative Expenses\n\n The Settlement Agreement states that \u201cLead Counsel may pay from the Settlement\nFund, without further approval from Defendants or further notice of the Court, all Notice\nand Administration Costs actually incurred and payable.\u201d Settlement Agreement, \u00b6 15.\nThe Agreement does not include a maximum amount to be allocated for administration\ncosts.\n\n 5. Release\n\n The Settlement releases two types of claims (collectively, \u201cReleased Claims\u201d).\nFirst, the Agreement provides a release for all \u201cReleased Defendants\u2019 Claims\u201d:\n\n \u201cReleased Defendants\u2019 Claims\u201d means all claims and causes of action of every\n nature and description, whether known claims or Unknown Claims, whether\n arising under federal, state, common or foreign law, that arise out of or relate in\n any way to the institution, prosecution, or settlement of the claims asserted in the\n Action against Defendants. Released Defendants\u2019 Claims do not include any\n claims relating to the enforcement of the Term Sheet or the Settlement or any\n claims against any person or entity who or which submits a request for exclusion\n from the Settlement Class that is accepted by the Court.\n\nId. \u00b6\u00b6 1(oo), 6. Additionally, the Settlement Agreement provides for the release of all\n\u201cReleased Plaintiff\u2019s Claims\u201d:\n\n \u201cReleased Plaintiff\u2019s Claims\u201d means any and all claims, debts, duties, losses,\n actions, suits, demands, controversies, rights, liabilities, obligations, judgments,\n damages, costs, restitution, rescission, interest, attorneys\u2019 fees, expert or consulting\n fees, expenses, matters, arguments, causes of action, and issues whatsoever,\n whether known claims or Unknown Claims, asserted or unasserted, accrued or\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 7 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 8 of 28 Page ID\n #:1867\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n unaccrued, liquidated or unliquidated, whether arising under federal, state, local,\n statutory, common foreign or administrative law or any other law, rule or\n regulation, whether fixed or contingent, at law or in equity, whether in the nature\n of class, individual, representative, or in other capacity, that Lead Plaintiff or any\n other member of the Settlement Class: (i) asserted in the Complaint; or (ii) could\n have asserted in any forum that arise out of or are based upon the allegations,\n transactions, facts, matters or occurrences, representations or omissions involved,\n set forth, or referred to in the Complaint and that relate to the purchase, acquisition,\n or sale of Braxia shares that traded on the OTC Market during the Settlement Class\n Period. Released Plaintiff\u2019s Claims do not include: (i) any claims relating to the\n enforcement of the Settlement or its terms; (ii) any claims related to the purchase,\n acquisition or sale of Braxia stock on the Canadian Stock Exchange or any other\n exchange besides the OTC Market; or (iii) any claims of any person or entity who\n or which submits a request for exclusion that is accepted by the Court.\n\nId. \u00b6\u00b6 1(pp), 7.\n\n 6. Notice\n\n Lead Counsel has selected Strategic Claims Services (\u201cSCS\u201d) as the Claims\nAdministrator, subject to Court approval. See Mot. at 11. The Settlement Agreement\nprovides that within ten days of preliminary approval of this Settlement, Braxia will\nprovide names and addresses of entities and individuals that acquired Braxia shares on\nthe OTC Market during the Settlement Class Period. Settlement Agreement, \u00b6 20. The\nClaims Administrator will provide notice to all Settlement Class Members who can be\nidentified with reasonable effort, as well as brokerage firms and other nominees who\nregularly act as nominees for beneficial purchasers of stock. Id.; Proposed Order, \u00b6 9;\nMot. at 15. The Claims Administrator shall also post downloadable copies of the Notice\nand Claim Form on a webpage hosting the Notice and Claim Form to Settlement Class\nMembers (www.strategicclaims.net/Braxia/) (the \u201cSettlement Webpage\u201d). Settlement\nAgreement, \u00b6 20. The Settlement Webpage will also allow online claim submission.\nMot. at 15. The Claims Administrator will then email links to the Settlement Webpage to\nclass members for which it can identify email addresses, and mail by first-class mail, a\ncopy of the Postcard Notice (Settlement Agreement, Ex. A-4), to any Settlement Class\nMembers for which no email address can be obtained. Settlement Agreement, \u00b6 20. No\nmore than ten business days after mailing and emailing notice of the Settlement, the\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 8 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 9 of 28 Page ID\n #:1868\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nClaims Administrator will also have the Summary Notice published once in\nGlobeNewswire. Id.; Proposed Order, \u00b6 7(d).\n\n 7. Claim Submission Process\n\n Settlement Class members who wish to receive a distribution from the Net\nSettlement Fund must submit a Claim Form online or via mail. Proposed Order, \u00b6 10.\nAll Claim Forms must be submitted or postmarked no later than one-hundred-twenty\ndays after the Notice Date. Id. Any Settlement Class Member who does not submit a\nvalid Claim Form will not be entitled to receive any distribution from the Net Settlement\nFund, but will otherwise be bound by all of the terms of the Settlement Agreement.\nSettlement Agreement, \u00b6 23.\n\n All Claim Forms must: (a) be properly completed, signed, and submitted in a\ntimely manner and in accordance with the Preliminary Settlement Approval; (b) be\naccompanied by adequate supporting documentation for the transactions and holdings\nreported therein; (c) include a certification of the person executing the Claim Form\u2019s\nauthority to act on behalf of the Settlement Class Member, if applicable; and (d) be\ncomplete and contain no material deletions or modifications of the printed matter\ncontained therein and signed under penalty of perjury. Proposed Order, \u00b6 11.\n\n 8. Opt-Out and Objection Process\n\n Settlement Class Members will be able to opt out of the Settlement Agreement by\nsubmitting a written request, to be received no later than twenty-one calendar days before\nthe Settlement Hearing. Proposed Order, \u00b6 13. The written exclusion request must\ninclude: (1) the name, address, and telephone number of the person or entity requesting\nexclusion, and in the case of entities, the name and telephone number of the appropriate\ncontact person; (2) a statement that such person or entity \u201crequests exclusion from the\nSettlement Class in Schneider v. Champignon Brands Inc., Case No. 2:21-cv-03120;\n(3) the number of Braxia shares that the person or entity purchased/acquired and/or sold\non the OTC Market during the Settlement Class Period, as well as the dates and prices of\neach purchase, acquisition, and sale; and (4) the signature of the person or entity\nrequesting exclusion or an authorized representative. Id.\n\n Any Settlement Class Member who does not opt out may object to the proposed\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 9 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 10 of 28 Page ID\n #:1869\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nsettlement by submitting a written objection to the Court and serving copies of such\nobjection on Lead Counsel and Defendants\u2019 Counsel such that they are received no later\nthan twenty-one days prior to the Settlement Hearing. Id. \u00b6 17. The objection must:\n(1) state the name, address, and telephone number of the person or entity objecting and\nmust be signed by the objector; (2) contain a statement of the Settlement Class Member\u2019s\nobjections and the specific reasons for each objection; and (3) include documents\nsufficient to prove membership in the Settlement Class, including the number of Braxia\nshares that the objecting Settlement Class Member purchased/acquired and/or sold on the\nOTC Market during the Settlement Class Period, and the dates and prices of each\npurchase, acquisition, and sale. Id. \u00b6 18.\n\n 9. Revocation of Agreement\n\n The Parties have entered into a confidential agreement that establishes certain\nconditions under which Defendants may terminate the Settlement if Class Members who\ncollectively have damages equating to a certain dollar amount under the Plan of\nAllocation request exclusion from the Settlement. Mot. at 12.\n\n II. LEGAL STANDARD\n\n Federal Rule of Civil Procedure Rule 23(e) states that \u201c[t]he claims . . . of a\ncertified class\u2014or a class proposed to be certified for purposes of settlement\u2014may be\nsettled . . . or compromised only with the court\u2019s approval.\u201d \u201cThe parties must provide the\ncourt with information sufficient to enable it to determine whether to give notice of the\npropos[ed] [settlement] to the class.\u201d Fed. R. Civ. P. 23(e)(1)(A). \u201cThe court must direct\nnotice in a reasonable manner to all class members who would be bound by the proposal\nif giving notice is justified by the parties\u2019 showing that the court will likely be able to: (i)\napprove the propos[ed] [settlement] under Rule 23(e)(2); and (ii) certify the class for\npurposes of judgment on the proposal.\u201d Fed. R. Civ. P. 23(e)(1)(B)(i)(ii).\n\n III. DISCUSSION\n\nA. Whether it is Likely that the Court will be Able to Certify the Class\n\n Next, the Court must determine whether it is \u201clikely\u201d that it will be able to \u201ccertify\nthe class for purposes of judgment on the proposal.\u201d Fed. R. Civ. P. 23(e)(1).\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 10 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 11 of 28 Page ID\n #:1870\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nAccordingly, the Court must consider the class certification standards under Rule 23, and\nbased on those standards must \u201creach a tentative conclusion that it will be able to certify\nthe class in conjunction with final approval of the settlement.\u201d Lusk v. Five Guys\nEnterprises LLC, 2019 WL 7048791, at *5 (E.D. Cal. Dec. 23, 2019) (quoting Newberg\non Class Actions \u00a7 13:18 (5th ed)).\n\n A motion for class certification involves a two-part analysis. First, the plaintiffs\nmust demonstrate that the proposed class satisfies the requirements of Rule 23(a): (1) the\nmembers of the proposed class must be so numerous that joinder of all claims would be\nimpracticable; (2) there must be questions of law and fact common to the class; (3) the\nclaims or defenses of the representative parties must be typical of the claims or defenses\nof absent class members; and (4) the representative parties must fairly and adequately\nprotect the interests of the class. Fed. R. Civ. P. 23(a). The plaintiffs may not rest on\nmere allegations, but must provide facts to satisfy these requirements. Doninger v. Pac.\nNw. Bell, Inc., 564 F.2d 1304, 1309 (9th Cir. 1977) (citing Gillibeau v. Richmond, 417\nF.2d 426, 432 (9th Cir. 1969)).\n\n Second, the plaintiffs must meet the requirements for at least one of the three\nsubsections of Rule 23(b). Under Rule 23(b)(1), a class may be maintained if there is\neither a risk of prejudice from separate actions establishing incompatible standards of\nconduct or judgments in individual lawsuits would adversely affect the rights of other\nmembers of the class. Under Rule 23(b)(2), a plaintiff may maintain a class where the\ndefendant has acted in a manner applicable to the entire class, making injunctive or\ndeclaratory relief appropriate. Finally, under Rule 23(b)(3), a class may be maintained if\n\u201cquestions of law or fact common to class members predominate over any questions\naffecting only individual members,\u201d and if \u201ca class action is superior to other available\nmethods for fairly and efficiently adjudicating the controversy.\u201d Fed. R. Civ. P. 23(b)(3)\n(emphasis added).\n\n The plaintiffs bear the burden of demonstrating that Rule 23 is satisfied. See\nZinser v. Accufix Research Inst., Inc., 253 F.3d 1180, 1186 (9th Cir. 2001), amended by\n273 F.3d 1266 (2001). The district court must rigorously analyze whether the plaintiffs\nhave met the prerequisites of Rule 23. Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 350\n(2011) (quoting Gen. Tel. Co. v. Falcon, 457 U.S. 147, 161 (1982)). Rule 23 confers\n\u201cbroad discretion to determine whether a class should be certified, and to revisit that\ncertification throughout the legal proceedings before the court.\u201d Armstrong v. Davis, 275\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 11 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 12 of 28 Page ID\n #:1871\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nF.3d 849, 872 n.28 (9th Cir. 2001), abrogated on other grounds by Johnson v. California,\n543 U.S. 499, 504\u201305 (2005). The district court need only form a \u201creasonable judgment\u201d\non each certification requirement \u201c[b]ecause the early resolution of the class certification\nquestion requires some degree of speculation.\u201d Gable v. Land Rover N. Am., Inc., No.\nSACV 07-0376 AG (RNBx), 2011 U.S. Dist. LEXIS 90774, at *8 (C.D. Cal. July 25,\n2011) (internal quotation marks omitted); see also Blackie v. Barrack, 524 F.2d 891, 901\nn.17 (9th Cir. 1975). This may require the court to \u201c\u2018probe behind the pleadings before\ncoming to rest on the certification question,\u2019\u201d and the court \u201c\u2018must consider the merits\u2019 if\nthey overlap with Rule 23(a)\u2019s requirements.\u201d Wang v. Chinese Daily News, 709 F.3d\n829, 834 (9th Cir. 2013) (quoting Dukes, 564 U.S. at 351; Ellis v. Costco Wholesale\nCorp., 657 F.3d 970, 983 (9th Cir. 2011)).\n\n 1. Rule 23(a) Prerequisites\n\n a. Numerosity\n\n Rule 23(a)(1) requires that a class be sufficiently numerous such that it would be\nimpracticable to join all members individually. In determining whether a proposed class\nis sufficiently numerous to sustain a class action, the court must examine the specific\nfacts because the numerosity requirement \u201cimposes no absolute limitations.\u201d Gen. Tel.\nCo. of the Nw. v. EEOC, 446 U.S. 318, 330 (1980). While there is no exact cut-off,\ncourts generally find that the numerosity requirement is satisfied when a class includes at\nleast 40 members. Mild v. PPG Indus., 2019 U.S. Dist. LEXIS 1244352, at *4 (C.D. Cal.\nJul. 25, 2019) (citing Consol. Rail Corp. v. Town of Hyde Park, 47 F.3d 473, 483 (2d Cir.\n1995)). \u201c[A] reasonable estimate of the number of purported class members satisfies the\nnumerosity requirement.\u201d In re Badger Mountain Irrigation Dist. Sec. Litig., 143 F.R.D.\n693, 696 (W.D. Wash. 1992).\n\n Although the exact number of Settlement Class members is presently unknown, the\nComplaint alleges that \u201cPlaintiff believes that there are hundreds or thousands of\nmembers in the Proposed Class.\u201d FAC, \u00b6 136. But, it cautions that \u201cthe exact number of\nClass members [was] unknown to Plaintiff at [the] time [the Complaint was drafted] and\n[could] only be ascertained through appropriate discovery.\u201d Id. While Plaintiffs\u2019 Motion\nfor Preliminary Class Certification does not provide an updated estimate of the number of\npurported class members, it argues that it is \u201csafe to infer\u201d that numerosity is satisfied\nbased on the average volume of Champignon\u2019s shares. Mot. at 17. \u201cThe Court certainly\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 12 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 13 of 28 Page ID\n #:1872\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nmay infer that, when a corporation has millions of shares trading on a national exchange,\nmore than 40 individuals purchased stock over the course of more than a year.\u201d In re\nCooper Companies Inc. Securities Lit., 254 F.R.D. 628, 634 (C.D. Cal. Jan. 5, 2009).\n\n Here, Plaintiffs contend that numerosity is satisfied because \u201c[t]hroughout the\nSettlement Class Period, [Champignon\u2019s] stock was actively traded on the OTC Market,\nwith an average trading volume of 170,145,660 shares.\u201d Mot. at 17. (citing Karam v.\nCorinthian Colleges Inc., 2017 WL 4070889, at *2 (C.D. Cal. July 7, 2017) (finding that\nnumerosity was satisfied because it was safe to \u201cinfer that well over 40 individuals\npurchased\u201d stock during the class period where there existed over 86 million shares of\nstock and the average weekly trading volume was over 10 million shares)). Courts have\nfound numerosity satisfied \u201cwhen a corporation has millions of shares trading on a\nnational exchange.\u201d See In re Cooper Cos., 254 F.R.D. at 634 (finding numerosity\nsatisfied when a corporation had more than 36 million shares outstanding during the class\nperiod); Karam v. Corinthian Colleges Inc., 2017 WL 4070889, at * 3 (finding\nnumerosity satisfied when there existed over 86 million shares of defendant corporation\u2019s\nstock and the average weekly trading volume was over 10 million shares); Mild v. PPG\nIndus., Inc., 2019 WL 3345714, at *2 (C.D. Cal. Jul. 25, 2019) (finding numerosity\nsatisfied when defendant corporation had an average of over 254 million shares\noutstanding and an average weekly trading volume of 6,180,997 shares).\n\n Based on the record evidence presented in support of the Motion, Plaintiffs have\nmet their burden of showing that numerosity is satisfied.\n\n b. Commonality\n\n Rule 23(a)(2) requires that questions of law or fact be common to the class. \u201cThe\nexistence of shared legal issues with divergent factual predicates is sufficient, as is a\ncommon core of salient facts coupled with disparate legal remedies within the class.\u201d\nHanlon v. Chrysler Corp., 150 F.3d 1011, 1019 (9th Cir. 1998). A common question\n\u201cmust be of such a nature that it is capable of classwide resolution\u2014which means that the\ndetermination of its truth or falsity will resolve an issue that is central to the validity of\neach of the claims in one stroke.\u201d Dukes, 564 U.S. at 350. As the Ninth Circuit\nexplained in Wang, 709 F.3d at 834, there must be at least \u201ca single common question\u201d to\nsatisfy the commonality requirement of Rule 23(a)(2).\u201d\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 13 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 14 of 28 Page ID\n #:1873\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n Plaintiffs argue that there are several questions of law and fact common to\nSettlement Class members, including: (1) whether Defendants violated the Exchange Act;\n(2) whether Defendants omitted and/or misrepresented material facts; (3) whether\nDefendants knowingly or recklessly disregarded that their statements and omissions were\nfalse and misleading; (4) whether the price of Champignon stock was artificially inflated\nduring the Settlement Class Period; and (5) whether and to what extent the Settlement\nClass members sustained damages. Mot. at 17. The Court agrees. These common\nquestions form the core of securities fraud and are similar to questions of law and fact\nthat other courts have found sufficiently common in previous securities fraud cases.\nSee In re Cooper Cos., 254 F.R.D. at 635.\n\n The Court therefore finds that commonality is satisfied here.\n\n c. Typicality\n\n Rule 23(a)(3) requires that \u201cthe claims or defenses of the representative parties are\ntypical of the claims or defenses of the class.\u201d To meet the typicality requirement, the\nplaintiffs must show that: (1) \u201cother members have the same or similar injury\u201d; (2) \u201cthe\naction is based on conduct which is not unique to the named plaintiffs\u201d; and (3) \u201cother\nclass members have been injured by the same course of conduct.\u201d Ellis v. Costco\nWholesale Corp., 657 F.3d 970, 984 (9th Cir. 2011). \u201cUnder the rule\u2019s permissive\nstandards, \u201crepresentative claims are \u2018typical\u2019 if they are reasonably co-extensive with\nthose of absent class members; they need not be substantially identical.\u201d Hanlon, 150\nF.3d at 1020. Plaintiffs can satisfy their burden through pleadings, affidavits, or other\nevidence. See Lewis v. First Am. Title Ins. Co., 265 F.R.D. 536, 556 (D. Idaho 2010).\n\n The typicality requirement is also satisfied here. Plaintiff is seeking recovery\nbased on the same legal and factual theories as the proposed class members that he seeks\nto represent. Plaintiff, like the proposed class members, purchased Champignon shares\non the OTC market during the Class Period at artificially inflated prices, and suffered\ndamages as a result of Defendants\u2019 materially misleading statements. See FAC \u00b6 13.\nFurther, Plaintiff does not allege any unique theories or claims that would make him an\natypical Settlement Class Member.\n\n d. Fair and Adequate Representation\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 14 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 15 of 28 Page ID\n #:1874\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n Rule 23(a)(4) requires that the representative party \u201cfairly and adequately protect\nthe interests of the class.\u201d Fed. R. Civ. P. 23(a)(4). \u201cThis requirement is grounded in\nconstitutional due process concerns: \u2018absent class members must be afforded adequate\nrepresentation before entry of a judgment which binds them.\u2019\u201d Evans v. IAC/Interactive\nCorp., 244 F.R.D. 568, 577 (C.D. Cal. 2007) (quoting Hanlon, 150 F.3d at 1020).\nRepresentation is adequate if (1) the named plaintiffs and their counsel are able to\nprosecute the action vigorously and (2) the named plaintiffs do not have conflicting\ninterests with the unnamed class members; and (3) the attorney representing the class is\nqualified and competent. Lerwill v. Inflight Motion Pictures, Inc., 582 F.2d 507, 512 (9th\nCir. 1978).\n\n Plaintiff argues that adequacy is satisfied because \u201cPlaintiff and Lead Counsel have\nadequately represented the Settlement Class.\u201d Mot. at 18. Plaintiff contends that Lead\nCounsel, Glacy Progany & Murray, are highly experienced in securities litigation and\nhave a long and successful track record of representing investors in such cases. Id. at 6\n(citing GPM Firm Resume, Dkt. 17-4). In fact, Lead Counsel has substantial experience\nlitigating securities actions. GPM Firm Resume, Dkt. 17-4. There is no evidence to\nsuggest that Plaintiff or Lead Counsel have a conflict of interest with other Class\nMembers. Plaintiff asserts that he has the same interest as the class in maximizing\nrecovery. For these reasons, Plaintiff has shown that the adequacy requirement is\npreliminarily satisfied.\n\n 2. Rule 23(b)(3)\n\n \u201cSubdivision (b)(3) encompasses those cases in which a class action would achieve\neconomies of time, effort, and expense, and promote uniformity of decision as to persons\nsimilarly situated, without sacrificing procedural fairness or bringing about other\nundesirable results.\u201d Kamm v. Cal. City Dev. Co., 509 F.2d 205, 211 (9th Cir. 1975). A\nclass may be certified under this subdivision where common questions of law and fact\npredominate over questions affecting individual members, and where a class action is\nsuperior to other means to adjudicate the controversy. Fed. R. Civ. Proc. 23(b)(3).\n\n a. Predominance\n\n \u201cThe Rule 23(b)(3) predominance inquiry tests whether proposed classes are\nsufficiently cohesive to warrant adjudication by representation.\u201d Amchem Prods., Inc. v.\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 15 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 16 of 28 Page ID\n #:1875\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nWindsor, 521 U.S. 591, 623 (1997) (citation omitted). \u201c[I]n deciding whether to certify a\nsettlement-only class, \u2018a district court need not inquire whether the case, if tried, would\npresent intractable management problems.\u2019\u201d In re Hyundai and Kia Fuel Economy\nLitigation, 926 F.3d 539, 558 (9th Cir. 2019) (citing Amchem, 521 U.S. at 620). Because\nthere is a heightened risk of collusion during settlement, \u201cthe aspects of Rule 23(a) and\n(b) that are important to certifying a settlement class are \u2018those designed to protect\nabsentees by blocking unwarranted or overbroad class definitions.\u2019\u201d Id. (citing Amchem,\n521 U.S. at 620). \u201cA class that is certifiable for settlement may not be certifiable for\nlitigation if the settlement obviates the need to litigate individualized issues that would\nmake a trial unmanageable.\u201d Id.\n\n Plaintiff argues that \u201c[t]he predominnace test is met here because the same set of\noperative facts applies to each Settlement Class Member.\u201d Mot. at 19. \u201cThe Ninth\nCircuit has repeatedly found that common issues predominate in federal securities actions\nwhere the proposed class members have all be injured by the same alleged course of\nconduct.\u201d See In re First Capital Holdings Corp. Fin. Prods. Sec. Litig., 1993 WL\n144861, at *6 (C.D. Cal. Feb. 26, 1993). The Court agrees that the predominance test is\nmet here because each Settlement Class Member\u2019s claims are based on the same alleged\ncourse of conduct.\n\n b. Superiority\n\n Finally, the Court considers whether a class action would be superior to individual\nsuits. Amchem, 521 U.S. at 615. Plaintiff must demonstrate superiority under Rule\n23(b0(3) by a preponderance of the evidence. See Zinser, 253 F.3d at 1186. \u201cA class\naction is the superior method for managing litigation if no realistic alternative exists.\u201d\nValentino v. Carter-Wallace, Inc., 97 F.3d 1227, 1234\u201335 (9th Cir. 1996). This\nsuperiority inquiry requires consideration of the following factors: \u201c(a) the class\nmembers\u2019 interests in individually controlling the prosecution or defense of separate\nactions; (b) the extent and nature of any litigation concerning the controversy already\nbegun by or against class members; (c) the desirability or undesirability of concentrating\nthe litigation of the claims in the particular forum; and (d) the likely difficulties in\nmanaging a class action.\u201d See Zinser v. Accufix Research Institute, Inc., 253 F.3d 1180,\n1190 (9th Cir. 2001); Fed. R. Civ. P. 23(b)(3)(A)\u2013(D).\n\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 16 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 17 of 28 Page ID\n #:1876\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n The first factor, \u201cthe class members\u2019 interests in controlling the prosecution or\ndefense of separate actions,\u201d weighs in favor of certifying a class when the individual\ndamages suffered by each class member are relatively low. See Zinser v. Accufix\nResearch Inst., Inc., 253 F.3d 1180, 1190 (9th Cir. 2001). Plaintiff contends that\nsuperiority is met because \u201cdamages suffered by individual Settlement Class members are\nnot sufficient to make it economical to prosecute separate actions in order to recover\nindividual losses sustained as a result of Defendants\u2019 alleged violations of the securities\nlaws.\u201d Mot. at 19.\n\n Lead Counsel retained damages consultant Michael A. Marek (\u201cMarek\u201d), CFA, to\nassist in analyzing and quantifying the damages. See Supp. Sadler Decl. \u00b6 5. Marek\nreviewed a number of materials, including the daily price and trading volume data for\nChampignon, filings on the System for Electronic Document Analysis and Retrieval\n(\u201cSEDAR\u201d) during and after the Settlement class period, press releases issued by Braxia\nand news articles about Braxia in the relevant time period. See Decl. of Michael Marek\n(\u201cMarek Decl.\u201d), Dkt. 72-1 \u00b6 3. Based on his analysis, Marek concluded that the\nmaximum available damages flowing from the two alleged corrective disclosures would\ntotal $7,926,522. Marek Decl. \u00b6 17. With the estimate of 53,716,176 shares that were\npurchased and damaged, this would put the maximum compensable damage per share at\n$0.148, and the average settlement recovery per share at $0.019. Id.; see Supp. Sadler\nDecl. \u00b6 9. The low value of each member\u2019s claim supports a finding of superiority.\n\n Accordingly, Plaintiff meets his burden under the superiority prong of Rule\n23(b)(3).\n\n 3. Conclusion Regarding Class Certification\n\n Plaintiffs meet their burden for class certification for purposes of the preliminary\nsettlement motion. The Court concludes that it is \u201clikely\u201d that it will be able to \u201ccertify\nthe class for purposes of judgment on the proposal\u201d based on the record as presented on\nthis motion. The Court GRANTS Plaintiff\u2019s motion for preliminary certification for\npurposes of class certification.\n\n B. Preliminary Approval of the Proposed Class Settlement\n\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 17 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 18 of 28 Page ID\n #:1877\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n Under Rule 23(e)(2) if the proposed settlement would bind class members, the\nCourt may approve it only after a hearing and only on finding that it is \u201cfair, reasonable,\nand adequate.\u201d \u201cCourts reviewing class action settlements must \u2018ensure[] that unnamed\nclass members are protected from unjust or unfair settlements affecting their rights,\u2019\nwhile also accounting for \u2018the strong judicial policy that favors settlements, particularly\nwhere complex class action litigation is concerned.\u2019\u201d Campbell v. Facebook, Inc., 951\nF.3d 1106, 1121 (9th Cir. 2020) (quoting In re Hyundai & Kia Fuel Econ. Litig., 926\nF.3d 539, 556 (9th Cir. 2019) (en banc) (internal quotation marks omitted)).\n\n When evaluating the fairness of a class action settlement, the Court must consider\nthe following factors:\n\n (A) the class representatives and class counsel have adequately represented the\n class;\n (B) the proposal was negotiated at arm\u2019s length;\n (C) the relief provided for the class is 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\n class, 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) the proposal treats class members equitably relative to each other.\n\nFed. R. Civ. P. 23(e)(2).\n\n Before the revisions to the Federal Rule of Civil Procedure 23(e), the Ninth Circuit\nhad developed its own list of factors to be considered. See, e.g., In re Bluetooth Headset\nProducts Liab. Litig., 654 F.3d 935, 964 (9th Cir. 2011) (citing Churchill Vill., L.L.C. v.\nGen. Elec., 361 F.3d 566, 575 (9th Cir. 2004)). The revised Rule 23 \u201cdirects the parties\nto present [their] settlement to the court in terms of [this new] shorter list of core\nconcerns[.]\u201d Fed. R. Civ. P. 23(e)(2), 2018 Advisory Committee Notes. \u201cThe goal of\n[amended Rule 23(e)] is . . . to focus the [district] court and the lawyers on the core\nconcerns of procedure and substance that should guide the decision whether to approve\nthe proposal.\u201d Id.\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 18 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 19 of 28 Page ID\n #:1878\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n A \u201chigher standard of fairness\u201d applies when, like here, parties settle a case before\nthe district court has formally certified a litigation class. See Campbell v. Facebook, Inc.,\n951 F.3d at 1121 (citing Hanlon, 150 F.3d at 1026). In such cases, \u201c[t]he dangers of\ncollusion between class counsel and the defendant, as well as the need for additional\nprotections when the settlement is not negotiated by a court-designated class\nrepresentative, weigh in favor of a more probing inquiry than may normally be required\nunder Rule 23(e).\u201d Id. (quoting Hanlon, 150 F.3d at 1026).\n\n 1. Adequacy of Representation by Class Representatives and Class\n Counsel\n\n Under Rule 23(e)(2)(A), the first factor to be considered is whether the class\nrepresentatives and class counsel have adequately represented the class. This analysis\nincludes \u201cthe nature and amount of discovery\u201d undertaken in the litigation. Fed. R. Civ.\nP. 23(e)(2)(A), 2018 Advisory Committee Notes. For a court to approve a proposed\nsettlement, \u201c[t]he parties must . . . have engaged in sufficient investigation of the facts to\nenable the court to intelligently make an appraisal of the settlement.\u201d Acosta, 243 F.R.D.\nat 396 (internal quotation marks omitted).\n\n Here, no extensive discovery \u2014 or any formal discovery \u2014 has yet commenced.\nPlaintiff contends that \u201cLead Counsel conducted an extensive investigation of the claims\nasserted in this Action, including consultation with experts in the fields of loss causation,\ndamages, and accounting.\u201d Mot. at 13 (internal citation omitted). Specifically, Plaintiff\nstates that \u201ccounsel conducted an investigation into Defendants\u2019 allegedly wrongful acts,\nwhich included, among other things: (1) reviewing and analyzing (a) the Company\u2019s\nfilings with Canadian regulatory agencies, including the British Columbia Securities\nCommission, and the U.S. Securities and Exchange Commission (\u201cSEC\u201d), (b) public\nreports, blog posts, research reports prepared by securities and financial analysis, and\nnews articles concerning the Company, and (c) other publicly available material related to\nthe Company; and (2) retaining and working with damages and loss causation experts as\nwell as an accounting expert.\u201d Id. at 2.\n\n It is true that discovery has not commenced in this case. However, \u201c[i]n the\ncontext of class action settlements, formal discovery is not a necessary ticket to the\nbargaining table where the parties have sufficient information to make an informed\ndecision about settlement.\u201d In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 459 (9th Cir.\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 19 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 20 of 28 Page ID\n #:1879\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n2000), as amended (June 19, 2000) (internal quotations and citation omitted). Here,\nbecause Defendants had filed a motion to dismiss, Plaintiff was precluded by the PSLRA\nfrom commencing discovery \u201cduring the pendency of any motion to dismiss, unless the\ncourt finds upon the motion of any party that particularized discovery is necessary to\nprevent undue prejudice to that party.\u201d 15 U.S.C. \u00a7 78u-4(b)(3)(B). Lead Counsel\nasserts that they \u201chave extensive experience meeting [the PLSRA standard] through their\nexpertise in analyzing corporate securities filings and other public information as well as\nretaining subject matter experts[.]\u201d Supp. Sadler Decl. \u00b6 16. Given this and the\ninvestigation that Lead Counsel provided evidence of conducting, the Court finds that\nPlaintiff had sufficient information to make an informed decision.\n\n 2. Negotiated at Arm\u2019s Length\n\n The second Rule 23(e)(2) factor asks the Court to confirm that the proposed\nsettlement was negotiated at arm\u2019s length. Fed. R. Civ. P. 23(e)(2)(B). As with the\npreceding factor, this can be \u201cdescribed as [a] \u2018procedural\u2019 concern[], looking to the\nconduct of the litigation and of the negotiations leading up to the proposed settlement.\u201d\nFed. R. Civ. P. 23(e)(2), 2018 Advisory Committee Notes. \u201c[T]he involvement of a\nneutral or court-affiliated mediator or facilitator in [settlement] negotiations may bear on\nwhether th[ose] [negotiations] were conducted in a manner that would protect and further\nthe class interests.\u201d Fed. R. Civ. P. 23(e), 2018 Advisory Committee Notes; accord\nPederson v. Airport Terminal Servs., 2018 WL 2138457, at *7 (C.D. Cal. Apr. 5, 2018)\n(the oversight \u201cof an experienced mediator\u201d reflected noncollusive negotiations).\n\n The Court finds that the Settlement has been negotiated at arm\u2019s length.\n\n 3. Adequacy of Relief Provided for the Class\n\n The third factor the Court considers is whether \u201cthe relief provided for the class is\nadequate, taking in to account: (i) the costs, risks, and delay of trial and appeal; (ii) the\neffectiveness of any proposed method of distributing relief to the class, including the\nmethod of processing class-member claims; (iii) the terms of any proposed award of\nattorneys\u2019 fees, including timing of payment; and (iv) any agreement required to be\nidentified under Rule 23(e)(3).\u201d Fed. R. Civ. P. 23(e)(2)(C). Under this factor, the relief\n\u201cto class members is a central concern.\u201d Fed. R. Civ. P. 23(e)(2)(C), Advisory Committee\nNotes.\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 20 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 21 of 28 Page ID\n #:1880\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n \u201cTo evaluate the adequacy of the settlement amount, \u2018courts primarily consider\nplaintiffs\u2019 expected recovery balanced against the value of the settlement offer.\u2019\u201d Hefler\nv. Wells Fargo & Co., 2018 WL 6619983, at *8 (N.D. Cal. Dec. 18, 2018). Here,\nPlaintiff argues that \u201c[t]he $1,000,000 cash Settlement Amount is well within the range of\nreasonableness under the circumstances to warrant preliminary approval of the Settlement\nand the issuance of notice to the Settlement Class.\u201d Mot. at 10. In support of this\nassertion, Plaintiff presents evidence by the retained damages expert, Marek. Using a\nmulti-trader model, a \u201cwidely accepted\u201d model for estimating the number of damaged\nshares, Marek estimated the artificial inflation per share, determined that there were\n53,716,176 damaged shares and calculates the full damages to be $7,926,522. Marek\nDecl. \u00b6\u00b6 12-17.\n\n Plaintiff asserts that the $1 million Settlement Amount thus \u201crepresents\napproximately 12.7% of the total maximum damages potentially available in this Action.\u201d\nMot. at 10. This percentage is \u201cnot unreasonable in light of the risks, expenses, and\nlikely duration of further litigation in this action.\u201d Int\u2019l Bhd. of Elec. Workers Loc. 697\nPension Fund v. Int\u2019l Game Tech., Inc., No. 3:09-CV-00419-MMD, 2012 WL 5199742,\nat *3 (D. Nev. Oct. 19, 2012) (finding that 3.5% \u201cis within the median recovery in\nsecurities class actions settled in the last few years\u201d).\n\n a. Costs, Risks, and Delay of Trial and Appeal\n\n \u201cA[] central concern [when evaluating a proposed class action settlement] . . .\nrelate[s] to the cost and risk involved in pursuing a litigated outcome.\u201d Fed. R. Civ. P.\n23(e), 2018 Advisory Committee Notes. Here, the costs, risks, and delay of trial and\nappeal favor preliminary approval. \u201cProceeding in this litigation in the absence of\nsettlement poses various risks such as . . . having summary judgment granted against\nPlaintiffs[] or losing at trial. Such considerations have been found to weigh heavily in\nfavor of settlement.\u201d Graves v. United Industries Corporation, 2020 WL 953210, at *7\n(C.D. Cal. Feb. 24, 2020) (citing Rodriguez v. West Publishing Corp., 563 F.3d 948, 966\n(9th Cir. 2009); Curtis-Bauer v. Morgan Stanley & Co., Inc., 2008 WL 4667090, at *4\n(N.D. Cal. Oct. 22, 2008)).\n\n Plaintiff contends that the Settlement Amount is fair given the significant risks\ninvolved in continuing litigation that could substantially reduce the amount of\nrecoverable damages. Mot. at 7\u201310. The Court agrees that the early stage of this\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 21 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 22 of 28 Page ID\n #:1881\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nlitigation, and the risks that are avoided by reaching this settlement, should be weighed in\nconsidering the reasonableness of the Settlement. The Settlement Agreement offers the\nParties immediate and certain relief. This case would still have to proceed through\nsummary judgment, trial, and appeal if Plaintiffs are successful in the absence of the\nSettlement Agreement. This subfactor therefore favors preliminary approval of the Class\nSettlement because in its absence there will be inevitable costs, high risks, and delay.\n\n b. Effectiveness of Proposed Method of Relief Distribution\n\n Next, the Court must consider \u201cthe effectiveness of any proposed method of\ndistributing relief to the class, including the method of processing class-member claims.\u201d\nFed. R. Civ. P. 23(e)(2)(C). \u201cOften it will be important for the court to scrutinize the\nmethod of claims processing to ensure that it facilitates filing legitimate claims.\u201d Fed. R.\nCiv. P. 23(e), 2018 Advisory Committee Notes. \u201cA claims processing method should\ndeter or defeat unjustified claims, but the court should be alert to whether the claims\nprocess is unduly demanding.\u201d Id.\n\n Here, Settlement Class members who wish to receive a distribution from the Net\nSettlement Fund may either submit a Claim Form online or via mail. Proposed Order,\n\u00b6 10. This is a reasonable means of distributing relief. See In re Toyota Motor Corp.\nUnintended Acceleration Marketing, Sales Practices, & Products Liability Litigation,\n2013 WL 3224585, at *18 (C.D. Cal. June 17, 2013) (\u201cThe requirement that class\nmembers download a claim form or request in writing a claim form, complete the form,\nand mail it back to the settlement administrator is not onerous.\u201d). Further, SCS will allow\nclaimants an opportunity to cure any claim deficiencies or request the Court to review a\ndenial of their claims. This subfactor therefore weighs in favor of approval.\n\n c. Terms of Proposed Award of Attorneys\u2019 Fees\n\n Third, the Court must consider \u201cthe terms of any proposed award of attorneys\u2019\nfees, including timing of payment.\u201d Fed. R. Civ. P. 23(e)(2)(c). In considering the\nproposed award of attorney\u2019s fees, the Court must scrutinize the Settlement for three\nfactors that tend to show collusion: \u201c(1) when counsel receives a disproportionate\ndistribution of the settlement; (2) when the parties negotiate a \u201cclear sailing\narrangement,\u201d under which the defendant agrees not to challenge a request for an\nagreed-upon attorney\u2019s fee; and (3) when the agreement contains a \u201ckicker\u201d or \u201creverter\u201d\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 22 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 23 of 28 Page ID\n #:1882\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nclause that returns unawarded fees to the defendant, rather than the class.\u201d Briseno v.\nConAgra Foods, Inc., 2021 WL 2197968, at *6 (9th Cir. 2021) (internal quotation marks\nomitted) (citing In re Bluetooth Headset Products Liability Litigation, 654 F.3d 935, 947\n(9th Cir. 2011)). The Court must consider whether these factors exist in post-class\ncertification settlements. Id. at *8.\n\n Lead Counsel requests a preliminary award of attorneys\u2019 fees in the amount of\n25% of the Settlement Fund, or $250,000, plus interest earned at the same rate as the\nsettlement fund. Memo., Dkt. 77, at 1. Lead Counsel also seeks reimbursement of\n$23,953.30 in out-of-pocket expenses and $1,000 of reasonable costs and expenses for\nLead Plaintiff, paid from the Settlement Fund. Id.\n\n The Ninth Circuit \u201chas established 25% of the common fund as a benchmark award\nfor attorney fees.\u201d Hanlon, 150 F.3d at 1029. That benchmark is not rigid, and leaves\nroom for the consideration of the circumstances of the case, including the results\nachieved, the risk of the litigation, the skill required, and the contingent nature of the fee.\nVizcaino v. Microsoft Corp., 290 F.3d 1043, 1047\u201350 (9th Cir. 2002). Courts in this\ndistrict typically adhere to this benchmark in cases in which there is little active litigation\npre-settlement. See, e.g., Ramirez v. Rite Aid Corp., 2022 U.S. Dist. LEXIS 109069, at\n*23 (C.D. Cal. May 3, 2022) (25% \u201cis a benchmark that this Court . . . almost always\nadheres to in cases where there is little active litigation pre-settlement\u201d). The Court may\nexercise discretion to award attorneys\u2019 fees in a class action settlement by applying either\nthe lodestar method or the percentage-of-the-fund method. Fischel v. Equitable Life\nAssurance Soc\u2019y of U.S., 307 F.3d 997, 1006 (9th Cir. 2002).\n\n Here, Lead Counsel requests a fee award of 25%. This is consistent with the 25%\nbenchmark used by courts in the circuit. As discussed above, the total possible maximum\ndamages is $7,926,522. Lead Counsel achieved a settlement amount equal to 12.7% of\nthe maximum possible settlement amount, which is reasonable. This result was achieved\nin light of substantial risks of prolonged litigation, including potential difficulty in\nproving loss causation, liability, and damages. See Memo., Dkt. 81, at 7\u201310. Lead\nCounsel has a long-record of successfully prosecuting securities litigation cases, and took\nthis case on a contingent fee. Id. at 10\u201313. All of these factors weigh in favor of the 25%\nas reasonable.\n\n Additionally, Lead Counsel\u2019s lodestar cross-check calculation yields a sum of\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 23 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 24 of 28 Page ID\n #:1883\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n$182,872.50 based on 303.90 hours worked. Id. at 16\u201317. Compared to the 25% fee\nrequest, this yields a multiplier of 1.37. This multiplier is reasonable. See, e.g.,\nVizcaino, 290 F.3d at 1051 (affirming district court\u2019s approval where the lodestar\nmultiplier was 3.65). The Court finds the percentage-of-the-fund-method is fair and\nreasonable.\n\n Lead Counsel also seeks a total sum of $24,953.30 in litigation expenses. The\nexpenses include $21,656 for experts, $2,297 for service of process, and $1,000 for costs,\nincluding lost wages, incurred by Plaintiff. Sadler Decl., Dkt. 82, at 8. Experts and\nservice of process are routinely billed to clients and thus reasonable for Lead Counsel to\nrecover these costs from the Settlement Fund. See, e.g., Todd v. STAAR Surgical Co.,\n2017 WL 4877417, at *6 (C.D. Cal. Oct. 24, 2017). The $1,000 reimbursement to\nPlaintiff is also reasonable and directly related to the representation of the Settlement\nClass. See, e.g., In re K12 Inc. Sec. Litig., 2019 WL 3766420 at *2 (N.D. Cal. July 10,\n2019).\n\n Lead Counsel\u2019s request for attorneys\u2019 fees and litigation expenses is fair and\nreasonable. This subfactor therefore weighs in favor of approval.\n\n d. Agreement Identification Requirement\n\n The Court must also evaluate any agreement made in connection with the proposed\nSettlement. See Fed. R. Civ. P. 23(e)(2)(C)(iv), (e)(3). The Parties state that they have\nentered into a confidential agreement that establishes certain conditions under which\nDefendants may terminate the Settlement if Class Members who collectively have\ndamages equating to a certain dollar amount under the Plan of Allocation request\nexclusion from the Settlement. \u201cThe existence of a termination option triggered by the\nnumber of class members or shares that opt out of the Settlement does not by itself render\nthe Settlement unfair.\u201d Fleming v. Impax Labs. Inc., 2021 U.S. Dist. LEXIS 225218, at\n*32.\n\n Plaintiff provided a copy of the Opt-Out Agreement for the Court\u2019s in-camera\nreview. See Dkt. 73; see also MANUAL FOR COMPLEX LITIGATION, FOURTH,\n21.631 (2015) (\u201cOpt-out agreements in which a defendant conditions its agreement on a\nlimit on the number or value of opt outs that will vitiate a settlement might encourage\nthird parties to solicit class members to opt out. A common practice is to receive\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 24 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 25 of 28 Page ID\n #:1884\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\ninformation about such agreements in camera.\u201d). The Opt-Out Agreement provides the\nconditions under which Defendants may terminate the Settlement if a threshold number\nof Settlement Class members opt out. Supp. Sadler Decl. \u00b6 19. \u201cThis type of agreement\nis common in securities fraud actions and does not weigh against preliminary approval.\u201d\nCheng Jiangchen v. Rentech, Inc., No. 17-cv-1490-GW(FFMX), 2019 WL 5173771, at\n*7 (C.D. Cal. Oct. 10, 2019) (citing In re Carrier IQ, Inc., Consumer Privacy Litig., 2016\nWL 4474366, at *5 (N.D. Cal. Aug. 25, 2016)). Moreover, upon in camera review, the\nCourt does not find the Opt-Out Agreement to be unreasonable.\n\n 4. Equitable Treatment of Class Members\n\n The final Rule 23(e)(2) factor turns on whether the proposed settlement \u201ctreats\nclass members equitably relative to each other.\u201d Fed. R. Civ. P. 23(e)(2)(D). \u201cMatters of\nconcern could include whether the apportionment of relief among class members takes\nappropriate account of differences among their claims, and whether the scope of the\nrelease may affect class members in different ways that bear on the apportionment of\nrelief.\u201d Fed. R. Civ. P. 23(e)(2)(D), 2018 Advisory Committee Notes.\n\n Under the proposed Plan of Allocation, claimants will be treated equitably by\nreceiving a pro rata share of the Net Settlement Fund based on their estimated injury.\nPlaintiffs explain that \u201can Authorized Claimant\u2019s pro rata share shall be the Authorized\nClaimant\u2019s Recognized Claim divided by the total amount in the Net Settlement Fund.\u201d\nMot. at 13. Accordingly, the average recovery among class members will presumably\nvary depending on the number of shares purchased, acquired, and sold and the time\nperiod. The Court finds no indication that the distribution and allocation methods that\nPlaintiff proposes will result in inequitable treatment of class members. See Meredith\nCorp. v. SESAC, LLC, 87 F. Supp. 3d 650, 667 (S.D.N.Y. 2015) (finding that a pro rata\nallocation plan \u201cappear[ed] to treat the class members equitably . . . and ha[d] the benefit\nof simplicity\u201d). This factor thus weighs in favor of preliminary approval of the\nSettlement.\n\n 5. Conclusion as to the Fairness of the Proposed Settlement\n\n As each of the above factors weighs in favor of approval and Plaintiff provided\nsufficient information for the Court to evaluate the reasonableness of the Settlement\nAgreement. Accordingly, the Court finds that the proposed settlement is fair for purposes\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 25 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 26 of 28 Page ID\n #:1885\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nof preliminary settlement approval.\n\n C. The Proposed Settlement Meets the Notice Requirements Under Fed. R. Civ.\n P. 23(c)(2)(B).\n\n Under Rule 23(c)(2)(B), \u201cfor any class certified under Rule 23(b)(3)\u2014or upon\nordering notice under Rule 23(e)(1) to a class proposed to be certified for purposes of\nsettlement under Rule 23(b)(3)\u2014the court must direct to class members the best notice\nthat is practicable under the circumstances, including individual notice to all members\nwho can be identified through reasonable effort.\u201d Fed. R. Civ. P. 23(c)(2)(B). Rule\n23(c)(2)(B) further states that the notice may be made by one of the following: United\nStates mail, electronic means, or another type of appropriate means. Id. \u201cThe notice\nmust clearly and concisely state in plain, easily understood language: (i) the nature of the\naction; (ii) the definition of the class certified; (iii) the class claims, issues, or defenses;\n(iv) that a class member may enter an appearance through an attorney if the member so\ndesires; (v) that the court will exclude from the class any member who requests\nexclusion; (vi) the time and manner for requesting exclusion; and (vii) the binding effect\nof a class judgment on members under Rule 23(c)(3).\u201d Id.\n\n Here, Plaintiff proposes that Claims Administrator will email links to the\nSettlement Webpage to class members for which it can identify email addresses, and mail\nby first-class mail, a copy of the Postcard Notice (Settlement Agreement, Ex. A-4), to any\nSettlement Class Members for which no email address can be obtained. Settlement\nAgreement, \u00b6 20.1 Courts in this district have found similar notice procedures to be meet\nthe Rule 23(c)(2)(B) notice requirement. Alvarez v. Sirius XM Radio Inc., 2021 U.S.\nDist. LEXIS 67754, at *11\u201312 (C.D. Cal. Feb. 8, 2021) (approving a plan to email notice\nto all class members for whom a valid email address could be identified and postcard\nnotice via first-class mail to those class members for whom an email address was not\nreadily available, each directing the recipients to a settlement website with more\ninformation); Perkins v. LinkedIn Corp., 2016 U.S. Dist. LEXIS 18649, at *24 (N.D. Cal.\nFeb. 16, 2016) (approving a notice procedure whereby plaintiff would send notice via\nemail to each person in the class using the email address that it had on file directing the\nrecipients to a settlement website). The Court agrees that the combination of emailing a\n\n 1\n Lead Counsel filed a corrected postcard with the Supplemental Submission. See Supp. Sadler\nDecl., Ex. 2, Dkt. 72-2; see infra note 2.\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 26 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 27 of 28 Page ID\n #:1886\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nlink to the settlement website and mailing the Postcard Notice, publishing Summary\nNotice, and online availability of the Notice, as proposed by the Plaintiff provides the\nbest notice that is practicable under the circumstances.\n\n The class notice must satisfy the requirements of the Federal Rules of Civil\nProcedure, which provides the notice \u201cmust clearly and concisely state in plain, easily\nunderstood language\u201d the following information:\n\n (i) the nature of the action; (ii) the definition of the class certified; (iii) the class\n claims, issues, or defenses; (iv) that a class member may enter an appearance\n through an attorney if the member so desires; (v) that the court will exclude from\n the class any member who requests exclusion; (vi) the time and manner for\n requesting exclusion; and (vii) the binding effect of a class judgment on members\n under Rule 23(c)(3).\n\nFed. R. Civ. P. 23(c)(2)(B).\n\n The Court also finds that the content of the proposed notice is adequate. Plaintiff\nsubmitted the proposed notice.2 Supp. Sadler Decl. \u00b6, Ex. 3 (\u201cNotice\u201d), Dkt. 72-3; see\nalso id., Ex. 2 (\u201cPostcard\u201d), Dkt. 72-2. The Notice summarizes the case, including the\nkey legal issues, and includes the class definition. Notice at 1\u20132, 6\u20138. It also explains\nthe binding effect of a judgment. Id. at 10\u201312. Finally, it explains the fairness hearing,\nprocesses for objection or opt-out, plan of allocation, and the right to appear through an\nattorney. Id. at 15, 21\u201322.\n\n IV. CONCLUSION\n\n For the foregoing reasons, the Court GRANTS the motions for preliminary\napproval of class action settlement. The Court DENIES the motion to vacate as moot.\nThe Court ORDERS the parties to meet and confer, and provide the Courtroom Deputy\n\n\n 2\n The Notice was initially filed as Sadler Decl., Ex. A-1, Dkt. 65. However, upon consulting\nwith Plaintiff\u2019s damages consultant, Lead Counsel \u201cdiscovered that incorrect figures for the average\nsettlement recovery and average cost per share were used in the Postcard Notice and Notice.\u201d Lead\nCounsel submitted proposed revised Postcard Notice and Notice to reflect these corrections, which\nDefendants also agreed to. See Supp. Decl. at 4 n.1.\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 27 of 28\n\f Case 2:21-cv-03120-JVS-KES Document 87 Filed 11/01/22 Page 28 of 28 Page ID\n #:1887\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. SACV 21-3120 JVS (KESx) Date November 1, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\nwith a proposed date for the final settlement hearing.\n\n IT IS SO ORDERED.\n\n\n\n\n : 0\n\n Initials of Preparer lmb\n\n\n\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 28 of 28\n\f","ocr_status":1,"date_upload":"2026-06-29T17:15:45.455646-07:00","document_number":"87","attachment_number":null,"pacer_doc_id":"031038861998","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Vacate AND Settlement","acms_document_guid":""}],"date_created":"2022-11-01T11:04:44.112706-07:00","date_modified":"2026-04-20T23:53:33.648792-07:00","date_filed":"2022-11-01","time_filed":null,"entry_number":87,"recap_sequence_number":"2022-11-01.001","pacer_sequence_number":305,"description":"MINUTES [IN CHAMBERS] Order Regarding Motion for Preliminary Approval of Class Action Settlement & Related Motions by Judge James V. Selna: Lead Plaintiff Michael G. Quinn (\"Plaintiff\") moves for preliminary approval of his class action settlement with Defendants Champignon Brands Inc., now known as Braxia Scientific Corp. (\"Champignon\" or \"Braxia\" or the \"Company\"), Gareth Birdsall, and Matthew Fish (\"Fish\") (collectively, \"Defendants\"). Mot., Dkt. 63. The motion is unopposed. On September 23, 2022, Champignon moved to vacate in part the September 14, 2022, Order insofar as the motion for preliminary approval of the class action was held in abeyance. Mot., Dkt. 76. The Court heard oral arguments on October 24, 2022. For the following reasons, the Court GRANTS the motions for preliminary approval of class action settlement. The Court DENIES the motion to vacate as moot. Granting 63 MOTION for Settlement; Denying 76 MOTION to Vacate. [See Order for further information.] (es) (Entered: 11/01/2022)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/210267727/","id":210267727,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/59811729/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/216186656/","id":216186656,"tags":[],"absolute_url":"/docket/59811729/86/jeffrey-n-schneider-v-champignon-brands-inc/","date_created":"2022-10-27T13:03:40.311574-07:00","date_modified":"2026-06-30T05:04:39.269602-07:00","sha1":"26cfe87a52bf2e8ea9d96600bdea9cebb10761b4","page_count":1,"file_size":89138,"filepath_local":"recap/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.86.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cacd.816859/gov.uscourts.cacd.816859.86.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 2:21-cv-03120-JVS-KES Document 86 Filed 10/26/22 Page 1 of 1 Page ID\n #:1859\n UNITED STATES DISTRICT COURT\n CENTRAL DISTRICT OF CALIFORNIA\n\n CIVIL MINUTES - GENERAL\n Case No. 2:21-cv-03120-JVS (KESx) Date October 26, 2022\n Title Jeffrey N. Schneider et al. v. Champignon Brands Inc. et al.\n\n\n Present: The James V. Selna, U.S. District Court Judge\n Honorable\n Lisa Bredahl Debbie Hino-Spaan\n Deputy Clerk Court Reporter\n Attorneys Present for Plaintiffs: Attorneys Present for Defendants:\n Casey Sadler Paul Young\n\n\n Proceedings: Defendants\u2019 Motion to Vacate in Part the Court\u2019s Order Dated\n September 14, 2022[76]\n Lead Counsel\u2019s Motion for a Preliminary Award of Attorneys\u2019 Fees\n and Reimbursement of Litigation Expenses[80]\n\n Cause is called for hearing and counsel make their appearances. The Court\u2019s\ntentative ruling is issued. Court and counsel confer. The Court will review the tentative\nand issue the Order.\n\n\n\n\n : 05\n\n Initials of Preparer lmb\n\n\n\n\nCV-90 (06/04) CIVIL MINUTES - GENERAL Page 1 of 1\n\f","ocr_status":1,"date_upload":"2026-06-29T17:15:55.494558-07:00","document_number":"86","attachment_number":null,"pacer_doc_id":"031038836761","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Motion Hearing","acms_document_guid":""}],"date_created":"2022-10-27T13:03:40.307082-07:00","date_modified":"2026-04-20T23:53:33.592360-07:00","date_filed":"2022-10-26","time_filed":null,"entry_number":86,"recap_sequence_number":"2022-10-26.001","pacer_sequence_number":303,"description":"MINUTES OF Defendants' Motion to Vacate in Part the Court's Order Dated September 14, 2022 76 Lead Counsel's Motion for a Preliminary Award of Attorneys' Fees and Reimbursement of Litigation Expenses 80 Motion Hearing held before Judge James V. Selna: Cause is called for hearing and counsel make their appearances. The Court's tentative ruling is issued. Court and counsel confer. The Court will review the tentative and issue the Order. Court Reporter: Debbie Hino Spaan. (es) (Entered: 10/27/2022)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=59811729&page_size=40"}