(PROPOSAED) ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

JOHN A. MENDEZ, District Judge.

This matter came on for hearing on May 1, 2013, at 9:30 a.m. in Courtroom 6 of the above-captioned court on Plaintiffs' Motion for Preliminary Approval of Class Action Settlement.

The Court, having fully reviewed Plaintiffs' Motion for Preliminary Approval of Class Action Settlement, the supporting Points and Authorities and Declarations filed in support thereof, including the Joint Stipulation of Settlement and Release of Claims ("Settlement Agreement"), the Notice to Class of Proposed Settlement ("Notice"), and the Response Form for Settlement Class, hereby makes the following findings and orders:

Findings:

The Court finds on a preliminary basis that the Settlement Agreement, which is attached to the Declaration of Harvey Sohnen in Support of Plaintiffs' Motion for Preliminary Approval of Class Action Settlement, Approval of Attorney Fees, Enhancements and Administration Costs as Exhibit "1" and is incorporated in full by this reference and made a part of this Order, appears to be within the range of reasonableness of a settlement which could ultimately be given final approval by this Court; the Court notes that Defendant has agreed to create a common fund of $1,400,000, which shall be all-inclusive, to pay (a) all settlement payments to Class Members who submit a valid and timely response form (and do not opt-out); (b) enhancement payments not to exceed $5,000 each to Plaintiffs Joan Wilkening, Tara Missel, Christopher Hughes and Sabrina Graham; (c) payment to State of California, Labor and Workforce Development Agency of $15,000; (d) cost of the class action administration estimated to be $32,500; and, (e) attorney's fees not to exceed $420,000, and actual costs incurred, not to exceed $24,250.

a. The Court finds that the provisional certification of the class for settlement purposes is appropriate and that the Settlement Class shall be defined as follows: all persons who received any gross income for employment as hourly employees, sales associates, assistant store managers, and store managers employed in the State of California by Defendant during the period from August 1, 2010 to date of entry of this order.

b. The Court finds that the Law Offices of Sohnen & Kelly and the Law Office of Mary-Alice Coleman are experienced in class action litigation and that Plaintiffs are adequate class representatives. The Court also approves Simpluris Inc. to act as the class action administrator ("Settlement Administrator").

c. The Court finds that the Notice and Response form, which are attached hereto as Exhibits "A" and "B", respectively, comport with all constitutional requirements including those of due process.

d. The Court further finds that the proposed Notice to the class adequately advises the class about:

e. The Court further finds that the mailing to the last known address for members of the class, as specifically described within the Settlement Agreement, constitutes reasonable notice to Class Members of their rights with respect to the class action and proposed settlement.

Based on the above, the Court hereby makes the following Orders:

1. The Court orders the preliminary approval of this litigation as a settlement class action and provisionally orders certification of the settlement class defined as: all persons who received any gross income for employment as hourly employees, sales associates, assistant store managers, and store managers employed in the State of California by Defendant during the period from August 1, 2010 to date of entry of this Order.

2. The Court orders that the Settlement appears to be within the range of reasonableness of a settlement which could ultimately be given final approval by the Court.

3. The Court orders the appointment of the Law Offices of Sohnen & Kelly the Law Office of Mary-Alice Coleman as Class Counsel and orders the appointment of Joan Wilkening, Tara Missel, Christopher Hughes and Sabrina Graham as the class representatives. The Court further approves and appoints Simpluris Inc. to act as the class action administrator.

4. Defendant shall within fourteen (14) calendar days after entry of this Order provide the Settlement Administrator with a list of all Settlement Class Members, their last known addresses, telephone numbers, Social Security numbers and such records as are necessary to compute distribution amounts. At the same time, Defendant will provide Class Counsel with this same information, except for Social Security numbers.

5. The Court orders that five (5) calendar days prior to the final approval hearing, a declaration shall be filed with the Court by the Settlement Administrator stating that the Notices were mailed and re-mailed to the Class Members in accordance with the Settlement Agreement.

6. The Court orders that any response form must be postmarked no later than thirty (30) calendar days after the Notice is initially mailed to the class and must be received by the Settlement Administrator to be valid.

7. The Court orders that any request for exclusion must be postmarked no later than thirty (30) calendar days after the Notice is initially mailed to the class and must be received by the Settlement Administrator to be valid.

8. The Court orders that any Class Member may object to the Settlement Agreement. Any objection must be in writing, filed with the Court and mailed to the Settlement Administrator. Such objection shall include the name and address of the Class Member and the basis of the objection. To be timely, the objection must be postmarked no later than thirty (30) calendar days after the Notice is initially mailed to the class. Objections not previously filed in writing in a timely manner will not be considered. All objections or other correspondence must state the name and number of the case, which is Joan Wilkening et al. v. Gags & Games, Inc., Case No. 2:11-cv-01802-JAM-DAD.

9. The Court orders that the Final Approval Hearing shall be held before the undersigned on August 7, 2013, at 9:30 a.m. in Courtroom 6 of the above-entitled court, to consider the fairness, adequacy and reasonableness of the proposed settlement preliminarily approved by this Order, and to consider the motion of Class Counsel for an award of reasonable attorney's fees and costs, the named Plaintiffs/Class Representatives' enhancements, administration costs and payment to the Labor Workforce and Development Agency.

10. The Court orders that any party to this case, including any class member, in person or by counsel, may be heard, to the extent allowed by the Court, in support of, or in opposition to, the Court's determination of the good faith, fairness, reasonableness and adequacy of the proposed settlement, the requested attorney's fees and costs, the requested named Plaintiffs' enhancements, and any order of final approval and Judgment regarding such settlement, fees, costs and enhancements; provided, however, that no person, except Class Counsel and counsel for Defendants shall be heard in opposition to such matters unless such person has complied with the conditions set forth in the Notice to the Class.

11. The Court orders that all briefs regarding the settlement shall be served and filed in accordance with the following briefing schedule: All briefs and materials in support of an order of final approval shall be filed with this Court no later than 7 24, 2013, except that the motion for attorney's fees and costs shall be filed no later than sixty days before the date of the Final Approval Hearing, and noticed for the date of the Final Approval hearing. Any objections to the settlement shall be filed and served in accordance with this Order and the Settlement Agreement. Any opposition to the motion for attorney's fees and costs shall be filed and served no later than thirty days before the date of the Final Approval Hearing. Response briefs, if any, including opposition to objections, shall be filed with this Court no later than 7 court days prior to the Final Approval Hearing date.

12. The Court orders that upon final approval, assuming no objections, or upon dismissal or resolution of objections, all class members, other than opt outs, and their successors shall conclusively be deemed to have given full releases of the Released Claims against the Released Parties (as defined in the Settlement Agreement) and all class members (other than optouts) and their successors, shall be permanently enjoined and forever barred from asserting any Released Claims against any Released Party as described by the Settlement Agreement.

13. The Court orders that if for any reason the Court does not execute and file an order of final approval and judgment, or if such a final approval order is reversed, the Settlement Agreement and the proposed settlement which is the subject of this Order and all evidence and proceedings had in connection therewith shall be without prejudice to the status quo ante rights of the Parties to the litigation as more specifically set forth in the Settlement Agreement.

14. The Court orders that the Settlement Agreement shall not be construed as an admission or evidence of either liability or the appropriateness of class certification in the nonsettlement context, as set forth in the Settlement Agreement.

15. The Court orders that, pending further order of this Court, all proceedings in this matter except those contemplated herein and in the Settlement Agreement are stayed.

16. The Court orders that Class Counsel submit a proposed Judgment in connection with the Motion for Final Approval of Class Action Settlement as set forth in the Settlement Agreement.

17. The Court expressly reserves the right to adjourn or continue the Final Approval Hearing from time to time without further notice to the class members.

IT IS SO ORDERED.