[PROPOSED] ORDER GRANTING MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT, AWARDING ATTORNEYS' FEES, LITIGATION EXPENSES, AND INCENTIVE AWARDS

CLAUDIA WILKEN, Chief District Judge.

On June 12, 2014 at 10:00 a.m., the Court heard Plaintiff's unopposed Motion for Final Approval of Class Action Settlement, Award of Attorneys' Fees, Reimbursement of Costs and Service Award for Representative Plaintiff. The motion for final approval was preceded by a motion for preliminary approval, which was submitted to the Court for review and approval on April 3, 2014, with preliminary approval having been granted by order dated April 17, 2014 (Docket No. 52).

After considering Plaintiff's Motion for Final Approval, the Settlement Agreement, the record and proceedings herein, the Court finds, concludes, and hereby orders as follows:

1. For the purposes of this Order, the Court adopts all defined terms as set forth in the

Settlement Agreement, previously filed with this Court on April 3, 20141 This includes the following definition of the Settlement Class:

2. Having preliminarily certified a Settlement Class and appointed class counsel by Order dated April 17, 2014, the Court now grants final approval to the Settlement Class as defined above, finally approves the appointment of Barbara Fafard as the representative for the Settlement Class and finally designates and appoints Kershaw, Cutter & Ratinoff and Marcus Auerbach as counsel for the Settlement Class ("Class Counsel").

3. The Court finds that that the distribution of Notice of the Class Action Settlement as provided by the Settlement Agreement, and as ordered by this Court upon preliminary approval, constitutes the best notice practicable under the circumstances and fully meets the requirements of due process.

4. The Court finds that the Settlement represents a 100% recovery for the class obligating Defendant to provide class members with 1) iTunes account credits for all Credited Gift Cards; 2) iTunes account credits for all Identified Gift Cards; 3) assure all Reactivated Gift Cards have been reactivated as of November 14, 2013; 4) honor all Qualified Verified Valid Receipts; 5) pay $5,000 as an Incentive Award to Barbara Fafard as Representative Plaintiff; 6) pay $750,000 inclusive of Attorneys Fees, Costs and Expenses to Class Counsel; pay for costs of Class Notice and Settlement Administration, all as set forth in greater detail in the Stipulation of Settlement and Release, agreed to by the parties is fair, adequate and reasonable.

5. The Court further finds that after notice, and an opportunity to object and/or opt out of the settlement, no Class Member has objected to the Settlement. The Court also finds that not a single class member has opted out of the proposed settlement after notice and an opportunity to do so. Accordingly, the Court finds that the class members have been treated fairly and equally and that the class as a whole views the Settlement favorably.

6. The Court also finds that Settlement followed a lengthy period of an arms-length negotiations and is not the product of fraud or overreaching by, or collusion between, the parties to this litigation. After considering the Defendant's exposure, the Plaintiff's likelihood of success on their claims, the risks, expense and delays associated with difficult litigation, the Court finds that the Settlement is fair, reasonable, adequate and in the best interests of the Class. The Settlement comports fully with the requirements of Rule 23 of the Federal Rules of Civil Procedure. Accordingly, the Court hereby grants final approval of the Settlement and all of the terms of the Settlement Agreement. Plaintiff and Defendant are ordered to carry out the Settlement according to the terms of the Settlement Agreement.

7. Class Counsel have jointly moved for an award of attorneys' fees unopposed by Defendants, inclusive of costs and expenses equal to $750,000. The Court finds that Class Counsel have skillfully advanced the case on a contingent basis for more than two years, and that their efforts will result in a benefit to the Class equal to a 100% recovery of available damages. No class member has objected to the proposed fee award. The requested attorneys' fees are reasonable under the circumstances and are hereby awarded in the amount requested.

8. The attorneys' fees and expense awards noted in the preceding Paragraphs shall be paid to Class Counsel. Upon payment to Class Counsel the Released Parties, the Released Parties Counsel, and the Claims Administrator shall have no further liability or responsibility to Class Counsel, the Representative Plaintiff or any vendors or third parties employed by Plaintiff or Class Counsel for attorneys fees, expenses, and/or costs incurred by Class Counsel on behalf of Plaintiff in this Action.

9. Plaintiff has also moved for an incentive award of $5,000 to Representative Plaintiff Barbara Fafard. The active involvement of the named plaintiff and her service to the Class justifies the request for this enhanced award, which is fair and reasonable. No Class Member has objected to the proposed incentive award and the payment is not in conflict with the interests of the Class. Accordingly, the Court grants the named Plaintiff's request for an incentive award of $5,000.

10. The Settlement Agreement is not a concession or admission, and shall not be used against any of the Released Parties as an admission or indication with respect to any claim of any fault or omission by any of the Released Parties.

11. The Stipulation of Settlement and Release provides for a release of settled claims. That release — as defined in the Stipulation of Settlement — is valid and binding and is specifically adopted and made a part of this order.

12. This action is dismissed with prejudice, and all members of the Settlement Class who did not timely and adequately opt-out of the Settlement are permanently banned from prosecuting against any of the Released Parties class claims that were or could have been asserted in this action and which are released pursuant to the release provisions in the Stipulation of Settlement and Release.

IT IS SO ORDERED.