AMENDED [PROPOSED] ORDER AWARDING LEAD COUNSEL ATTORNEYS' FEES AND EXPENSES

JAMES WARE, Chief District Judge.

This matter having come before the Court on December 12, 2011, on the application of counsel for the Plaintiffs for an award of attorneys' fees, and for the reimbursement of costs and expenses incurred by Plaintiffs and Lead Counsel in the captioned action, the Court, having considered all papers filed and proceedings conducted herein, having found the settlement of this action to be fair, reasonable and adequate, and otherwise being fully informed in the premises and good cause appearing therefore;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

1. All of the capitalized terms used herein shall have the same meanings as set forth in the Stipulation of Settlement dated August 24, 2011 (the "Stipulation"), and filed with the Court.

2. This Court has jurisdiction over the subject matter of this application and all matters relating thereto, including all Members of the Class who have not timely and validly requested exclusion.

3. The Court hereby awards Lead Counsel litigation expenses in the amount of $142,173.85 from the Settlement Fund. The Court further awards attorneys' fees of one-third of the Settlement Fund, after the deduction of the aforementioned litigation expenses from the Settlement Fund, together with the interest earned thereon for the same time period and at the same rate as that earned on the Settlement Fund until paid. The Court finds that the amount of fees awarded is appropriate and that the amount of fees awarded is fair and reasonable under the "percentage-of-recovery" method given the substantial risks of non-recovery, the time and effort involved, and the result obtained for the Class. See Vizcaino v. Microsoft Corp., 290 F.3d 1043 (9th Cir. 2002).

4. The awarded attorneys' fees and expenses and interest earned thereon shall immediately be paid to Lead Counsel subject to the terms, conditions and obligations of the Stipulation, and in particular ¶ 7.2 thereof, which terms, conditions and obligations are incorporated herein.

5. Pursuant to 15 U.S.C. § 78u-4(a)(4), time and expenses are awarded to the following plaintiffs in the amounts indicated: David Gordon $5,000; Joel Gentleman $5,000; and Sharon Hodges $5,000. Such reimbursement is appropriate considering their active participation as plaintiffs in this action, as attested to by the declarations submitted to the Court.

IT IS SO ORDERED.