[PROPOSED] ORDER AMENDING IN PART SEPTEMBER 28, 2015 ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

KANDIS A. WESTMORE, Magistrate Judge.

This matter came on for hearing on December 17, 2015 at 11 a.m., in Courtroom 3 of the above-captioned Court on the parties' Joint Motion for Hearing on Data Issues re Class Action Settlement.

The Court, having fully reviewed the Joint Motion and Joint Brief submitted by the parties, and having been advised of the adjustment to the settlement agreement which the parties negotiated, and the amendment to the Stipulation of Class Action Settlement, and having carefully analyzed the Amendment to the Stipulation of Settlement, THE COURT HEREBY MAKES THE FOLLOWING DETERMINATIONS AND ORDERS:

1. The Court finds on a preliminary basis that the Stipulation of Settlement filed in this action on July 14, 2015, as amended by the Amendment to the Stipulation of Settlement filed in this action on December 16, 2015, both of which are incorporated herein by this reference in full and made a part of this Order of Preliminary Approval, appears to be within the range of reasonableness of a settlement which could ultimately be given final approval by this Court.

2. It further appears to the Court on a preliminary basis that: (a) the proposed Settlement amount, as amended, is fair and reasonable to the Settlement Class Members when balanced against the probable outcome of further litigation in relation to certification of the class, liability, damages issues and potential appeals; (b) significant investigation, formal and informal discovery, research, and litigation have been conducted such that counsel for the Parties at this time are able to reasonably evaluate their respective positions; (c) settlement at this time will avoid substantial costs, delay and risks that would be presented by the further prosecution of the litigation; and (d) the proposed Settlement, as amended, has been reached as the result of intensive, serious and non-collusive negotiations between the Parties facilitated by an experienced wage and hour mediator and by further good faith, arm's length negotiations between the parties regarding an amendment to the Settlement in light of certain newly discovered data which was brought to the Court's attention.

3. Accordingly, good cause appearing, the court extends its previous Preliminary Approval of Class Action Settlement to the Settlement as amended, and as a part of said preliminary approval, the Court hereby accepts and incorporates the Stipulation of Settlement, as amended.

4. The Court further finds that the proposed class notice, "Notice of Class Action Settlement" and "Claim Form" which are attached to this order as Exhibits "A" and "B", respectively, fairly, plainly and adequately advises Settlement Class Members of (a) the pendency of the Class Action, (b) preliminary Court approval of the proposed Settlement; (c) the date of the Final Fairness/Approval Hearing; (d) the terms of the proposed Settlement and the benefits available to Settlement Class Members thereunder, (e) the right to make a claim for his or her proportional share of the settlement proceeds and procedure and deadline for doing so, (f) the amount he or she can expect to receive if they choose to participate in the Settlement; (g) the right to object to the settlement and procedure and deadline for doing so; (h) the right to request exclusion and procedure and deadline for doing so; and (i) the right to file documentation in support of or in opposition to, and to appear in connection with, said hearing. The Court further finds that the Notice and Claim Form clearly comport with all constitutional requirements, including those of due process.

5. Accordingly, good cause appearing, the Court hereby APPROVES the Notice of Class Action Settlement and the Claim Form.

6. The Court further finds that the mailing to the last known address of Settlement Class Members as specifically described within the Stipulation of Settlement, with measures taken for verification of an address and skip tracing set forth therein, and, in the case of mailings returned as undeliverable with no such mailing resending such mailings to the current address listed with the National Change of Address Database or obtained as a result of skip-tracing, constitutes an effective method of notifying Settlement Class Members of their rights with respect to the class action and the settlement. Accordingly, it is hereby ORDERED that:

7. IT IS FURTHER ORDERED that the Final Fairness/Approval Hearing and the hearing on Plaintiffs' Attorneys' Motion for an Award of Attorneys' Fees shall be held before the undersigned on April 7, 2016, at 11:00 a.m., in Courtroom 4 of the United States District Court for the Northern District of California, 1301 Clay Street, 3rd Floor, Oakland, CA 94612 to consider the fairness, adequacy and reasonableness of the proposed Settlement preliminarily approved by this Order of Preliminary Approval, and to consider the requests for the Class Representative's Service Payments, Settlement Administration payment and for Class Counsel's Attorneys' fees and costs payments. All briefs and materials in support of an Order of Granting Final Approval and Entering Judgment shall be filed with this Court on or before March 2, 2016.

8. IT IS FURTHER ORDERED that the Court's September 28, 2015 Order granting Preliminary Approval of Class Action Settlement shall remain in full force and effect, except as expressly modified by this order.

IT IS SO ORDERED.

EXHIBIT A

NOTICE OF CLASS ACTION SETTLEMENT

A court authorized this notice. This is not a solicitation. This is not a lawsuit against you and you are not being sued. However, it is important for you to read this document because your legal rights are affected whether you act or don't act.

Holly Gehl, Chris Armenta, et al. v. T-Bird Restaurant Group, Inc., T-Bird Nevada, LLC Case No. 4:13-cv-05961-KAW

• TO: All persons who are or were employed by any Outback Steakhouse restaurant in California as an hourly-paid non-exempt employee during the period from November 8, 2009 to September 28, 2015 (this timeframe is referred to as the "Class Period"): You are a Settlement Class Member, who is entitled to receive money from the Class Action Settlement described in this Notice.

• This Notice explains the terms of the proposed Settlement and sets forth the procedures for claiming your pro rata share of the Net Settlement Amount, or alternatively for objecting to or requesting exclusion from the Settlement. If you are a Settlement Class Member as described above, your options with respect to the Settlement are set forth in the following chart:

YOUR RIGHTS AND OPTIONS REGARDING THE SETTLEMENT

PLEASE READ THIS NOTICE CAREFULLY

A. BASIC INFORMATION.

1. What is this Class Action About?

On November 8, 2013, Plaintiffs Holly Gehl, Chris Armenta, and Trent Broadstreet commenced the Action on behalf of themselves and all other individuals allegedly similarly situated with respect to the claims asserted. On October 17, 2014, Plaintiffs Holly Gehl, Chris Armenta, Trent Broadstreet, Alex Burroughs, Sara Ewart, Jamie Metter, Ramon Perez, Ryan Tyson, Bryan Hwee, Lauren Ruiz, Melchor Ruiz, Heather Buller, Faustino Reyes, Arnulfo Rodriguez, Kristen Loob, and Myla Smith filed a Second Amended Complaint on behalf of themselves and all other individuals allegedly similarly situated with respect to the claims asserted. The case is currently assigned to the Honorable Kandis A. Westmore.

In the Action, Plaintiffs allege that Defendants failed to provide them and others similarly situated with meal periods, failed to authorize and permit rest periods, failed to pay for all hours worked (including minimum wages and overtime compensation), failed to provide accurate wage statements, failed to pay all final wages due to employees whose employment with T-Bird ended, as required by the California wage and hour laws. Plaintiffs also alleged that, by committing the unlawful acts alleged in the Action, Outback Steakhouse engaged in unfair competition in violation of California Business and Professions Code §§ 17200 et seq. and is also liable for civil penalties under the California Private Attorney General's Act (California Labor Code §§ 2698 et seq.).

On January 16, 2015, Defendants answered Plaintiffs' second amended complaint and denied each and every allegation in the complaint. Defendants further deny that Plaintiffs' case should be maintained as a class action.

In the course of litigating this lawsuit, the Parties have conducted discovery, including the production of documents, informal exchange of information, and the deposition of all of the named plaintiffs and several of defendants' witnesses.

On May 4, 2015, after good-faith negotiations presided over by neutral third-party mediator David Rotman, Esq., during which each Party, represented by their respective counsel, recognized the substantial risk of an adverse result in this lawsuit, the Parties agreed to settle the lawsuit. Class Counsel and Counsel for Defendants documented a settlement agreement that was preliminarily approved by Judge Westmore on September 28, 2015. As discussed herein, this Notice concerns that Settlement.

2. Why Did I Receive This Notice?

Defendants' business and employment records indicate you were employed as an hourly-paid, non-exempt employee at some time during the period from November 8, 2009 through September 28, 2015 at one or more of the 63 Outback Steakhouse restaurants in California.1 Based on these records, you appear to be a Settlement Class Member. If you submit a valid and timely Claim Form, you will be entitled to a pro rata share of the Net Settlement Amount, which will be distributed after, and is contingent upon, final approval of the Settlement by the Court.

3. What is Defendants' Position Regarding These Allegations?

Defendants have denied and continue to deny all of the allegations made by the Class Representative. Defendants contend that they have complied at all times with the California Labor Code, the California Business & Professions Code, and all similar federal and state laws.

4. Who are the Parties in this Action?

On September 28, 2015, the Court certified a Class of people described above for settlement purposes only and appointed Plaintiffs Holly Gehl, Chris Armenta, Trent Broadstreet, Alex Burroughs, Sara Ewart, Jamie Metter, Ramon Perez, Ryan Tyson, Bryan Hwee, Lauren Ruiz, Melchor Ruiz, Heather Buller, Faustino Reyes, Arnulfo Rodriguez, Kristen Loob, and Myla Smith as Class Representatives to represent the interests of all Settlement Class Members. Plaintiffs Holly Gehl, Chris Armenta, Trent Broadstreet, Alex Burroughs, Sara Ewart, Jamie Metter, Ramon Perez, Ryan Tyson, Bryan Hwee, Lauren Ruiz, Melchor Ruiz, Heather Buller, Faustino Reyes, Arnulfo Rodriguez, Kristen Loob, and Myla Smith have not only acted as a fiduciary on behalf of Settlement Class Members, but spent time monitoring the case, responding to discovery and had their depositions taken.

The Defendants are T-Bird Restaurant Group, Inc. and T-Bird Nevada, LLC.

5. Why Is This Class Action Being Settled?

After arm's-length and good-faith settlement negotiations presided over by David Rotman, Esq., an experienced wage and hour mediator, the parties have reached a Settlement Agreement that, if approved by the Court, will resolve this class action rather than having to proceed with the uncertainty and protracted expense of further litigation. Counsel for plaintiffs and Settlement Class Members believe the proposed Settlement is in the best interests of the Class, as Defendants have agreed to pay $3,590,000.00. Without a settlement, continued litigation would present further delay and additional risk, not only with respect to establishing damages, but also regarding liability and class certification. Without a settlement there could be more years of litigation in the trial court and potentially on appeal. The Settlement ends the continued expense of further litigation, the risk and uncertainty of possible negative future outcomes and attendant delay.

6. Has the Court Made a Determination of Who Is Right?

No, the Court has not made any determination of whether Plaintiffs' claims have any merit. Defendants continue to contend that it has complied at all times with the California Labor Code, the California Business & Professions Code, and all similar federal and state laws. The Settlement, if it is approved, removes the need to continue litigating these issues.

B. YOUR RIGHTS AND OPTIONS.

7. How Do I Make a Claim to Get a Settlement Payment?

To claim your pro rata share of the Net Settlement Fund, you must sign, date, and return the enclosed Claim Form to the Settlement Administrator postmarked on or before February 11, 2016. (45 days of mailing.) A pre-printed postage paid envelope has been enclosed for your convenience. If you have lost or misplaced the return envelope, you may return your Claim Form to the Settlement Administrator at the following address:

Defendants are prohibited by law from retaliating against any employee who participates in this Settlement.

8. How Do I Object to the Settlement?

If you believe any term of the Settlement is unfair or inadequate, you may object by mailing a copy of your objection to the Settlement Administrator at the address set forth in numbered section 7 above.

Your objection must include: (1) the name of the case and case number, Holly Gehl, Chris Armenta, et al. v. T-Bird Restaurant Group, Inc., and T-Bird Nevada, LLC, Case No. 4:13-CV-05961-KAW; (2) your full name, (3) your address; (4) the dates of your employment; (5) in clear concise terms, the reason why you are objecting to the settlement; (6) a statement of whether you intend to appear at the final approval hearing; (7) your dated signature. To be effective, your objection must be postmarked on or before February 11, 2016. Do not telephone the Court or Defendant's attorneys.

Whether or not you submit an objection, you must submit a Claim Form in order to receive a Settlement Payment.

9. What if I Do Not Return a Claim Form?

If you do not return a timely Claim Form, you will not receive any settlement payment, and, unless you exclude yourself from the Settlement as set forth below, you will be bound by the Released Claims as set forth in numbered section 15 below. In addition, given the Settlement distribution formula (discussed in numbered section 13 below), if you do not submit a timely claim, your share of the Settlement will be paid on a pro rata basis to the Authorized Claimants (i.e., those Settlement Class Members who do timely submit claims).

10. May I Exclude Myself from the Class Action Settlement?

If you wish to exclude yourself from the Settlement, you must provide to the Settlement Administrator a timely, signed, dated and written request to be excluded. The written statement must state in substance:

This request for exclusion must include your full name (and former names, if any), current address, telephone number, last four digits of your social security number, name printed, your signed signature, and the date of your signature. The request for exclusion must be returned to the Settlement Administrator, postmarked on or before February 11, 2016, at the following address:

Requests for exclusion that are not timely submitted will be disregarded. If you request to be excluded, you will not receive any money from the Settlement, and you will not be considered to have released your claims alleged in the Action.

Do NOT return both a timely Claim Form and a request for exclusion. Should you do so, your request for exclusion will be deemed to be invalid and your Claim Form will be accepted for payment.

C. THE LAWYERS WHO REPRESENT YOU.

11. Who Represents Me in this Class Action?

As Settlement Class Members, the Court has determined that the law firm of Wolf Rifkin Shapiro Shulman & Rabkin, LLP is qualified and was appointed to represent you, ("Class Counsel"). Class Counsel is experienced in handling similar wage and hour class action litigation. Class Counsel's contact information is provided at the end of this Notice.

You do not have to pay Class Counsel's fees and litigation expenses. You are only responsible for the fees of any attorney you hire on your own. The fees and litigation expenses that the Court approves for Class Counsel will be paid by Defendants from the proposed Settlement. Amount, described below.

D. TERMS OF THE SETTLEMENT

12. The Proposed Settlement and Net Settlement Amount

Without admitting any wrongdoing, Defendants have agreed to pay Three Million Five Hundred and Ninety Thousand Dollars ($3,590,000) (the "Settlement Amount") to fully resolve the claims regarding liability and for Class Counsel's attorney's fees in this Class Action.

Plaintiffs' Counsel have vigorously and diligently litigated this case and have invested substantial time, effort and skill in this matter in order to obtain the results that have brought about this proposed Settlement. In order to receive their attorney's fees for this work and for achieving this result, plaintiffs' counsel intend to apply to the Court for a common fund fee award of up to, but no more than, 35% of the Settlement Amount, subject to Court approval.

Subject to Court approval, a number of deductions will be made to the $3,590,000 Settlement Amount in order to pay and account for (a) attorney fees ($1,256,500); (b) litigation expenses not to exceed $110,000; (c) class representative enhancement payments ($56,000); (d) amounts paid to the Settlement Administrator; and (e) a payment, to the California Labor and Workforce Development Agency ("LWDA") in the amount of $15,000. After these deductions, and subject to Court-approval, the remaining sum (i.e., Net Settlement Amount) is estimated to be approximately $2,062,500.

The Net Settlement Amount may vary if the Court does not approve the requested amount for fees, litigation expenses, class representative enhancement payments, or if the costs of administration are different than estimated. No portion of the Settlement will revert to Defendants. The entirety of the Settlement will be paid out.

13. What Will I Receive from the Proposed Settlement?

If you are a Settlement Class Member and you return the enclosed Claim Form signed, dated, and postmarked on or before February 11, 2016, you become an "Authorized Claimant" and you can expect to receive your pro rata share of the Net Settlement Fund. An individual Authorized Claimant's pro rata share of the Net Settlement fund is based upon his or her Compensable Workweeks divided by all Authorized Claimants' Compensable Workweeks. "Compensable Workweeks" means all workweeks during which Settlement Class Members received pay for work performed (i.e., were not on leave of absence and/or vacation) while employed at any Outback Restaurant in California during the Class Period.

The number of Compensable Workweeks you worked during the Released Period (defined in numbered subsection 15 below) and the estimated amount you may receive if you return a signed, dated and timely postmarked Claim Form are shown in Section A of your Green Claim Form.

All Individual Settlement Payments will be allocated as follows: one-third (1/3) to settlement of wage claims, one-third (1/3) to settlement of claims for statutory penalties and one-third (1/3) to settlement of interest. The portion allocated to wages shall be reported on an IRS Form W-2 and the portion allocated to interest and penalties shall be reported on an IRS Form 1099.

14. If I Disagree with the Number of Compensable Workweeks listed on my Claim Form, What May I Do?

Your Claim Form shows the number of Compensable Workweeks you worked during the Released Period according to Defendants' business records. If you believe Defendants' records are incorrect regarding your Compensable Workweeks, you can submit to the Settlement Administrator your position on the correct number of workweeks, along with any documents or other evidence supporting your position. Your position on your disputed Compensable Workweeks must be signed, dated, and returned to the Settlement Administrator, together with any information and/or documents which you believe supports your position regarding the correct number of Compensable Workweeks.

The Claim Form and supporting data must be postmarked on or before February 11, 2016. (You may need to add additional postage to the enclosed pre-printed postage paid envelope, if the supporting information and/or documentation weighs more than an ounce.)

The Settlement Administrator will evaluate the information and/or documents you submit and, after reviewing Defendants' records, the Settlement Administrator, together with the Parties' counsel, will attempt to informally resolve the dispute as to the correct number of Compensable Workweeks. Unresolved disputes will be decided by the Settlement Administrator, and that decision will be final and binding. The Settlement Administrator will notify you of its decision in writing.

E. RELEASE OF CLAIMS

15. What Claims Will Be Released?

Upon the Court's final approval of the Settlement and by operation of the Agreement's terms, and except as to such rights or claims as may be created by this Agreement, all Settlement Class Members (other than those who submit valid and timely Exclusion Letters) fully release and discharge the Defendants, and any of their former and present parents, subsidiaries, owners, shareholders, officers, directors, employees, affiliates, successors, assigns, agents, attorneys, legal representatives, including but not limited to Thomas J. Shannon, Jr. and Mary K. Shannon; and the 63 Outback Steakhouse restaurants identified in Footnote 1 and their respective owners and affiliates, and officers, directors, employees, partners, shareholders and agents, attorneys, and any other successors, assigns, or legal representatives, including but not limited to Thomas J. Shannon, Jr. and Mary K. Shannon ("Released Parties"), from any and all claims, debts, rights, demands, liabilities, obligations, guarantees, costs, expenses, attorneys' fees, damages or causes of action which relate to any claims which were alleged or could have been alleged based on the facts in the Second Amended Complaint filed by Plaintiffs, on their behalf and on behalf of the Settlement Class Members in this Action during the Class Period, including the date of preliminary approval of this proposed Settlement ("Class Members' Released Period") under any federal, state or local law, and shall specifically include, but is not limited to, statutory, constitutional, contractual or common law claims for wages, damages, unpaid costs, penalties, liquidated damages, punitive damages, interest, attorneys' fees, litigation costs, restitution, or equitable relief, arising out of and based on any of the following categories of allegations: (a) the claims asserted in any Complaint filed in this proceeding; (b) any and all claims based on the failure to provide meal periods; (c) any and all claims based on the failure to authorize and permit rest periods; (d) any and all claims for the failure to pay for all hours worked, including minimum wages and overtime wages; (e) any and all claims for the failure to indemnify for necessary expenditures; (f) any and all claims for the failure to provide accurate wage statements; and(g) any and all claims for the failure to timely pay wages at separation or waiting time penalties ("Class Members' Released Claims"). The Settlement Class Members' Released Claims include all claims arising out of and based on any of items (a) through (g) above that arise under the California Labor Code, the California Business and Professions Code §§17200 et seq., the Private Attorneys General Act of 2004 (codified at California Labor Code §§ 2698 through 2699), any applicable California Industrial Welfare Commission Wage Order, and any similar federal, California, municipal or local laws only as related to the Released Claims. Plaintiffs and Defendants stipulate and agree that the consideration paid to the Settlement Class Members pursuant to this Agreement compensates the Settlement Class Members for all claims and penalties due to them arising from the claims alleged or that could have been alleged based on the facts in the operative complaint. As to the foregoing claims, Plaintiffs, personally and on behalf of the Class, expressly waives the benefits of California Civil Code § 1542. Civil Code § 1542 provides:

This § 1542 release is limited in time to the Settlement Class Members' Released Period covering the Settlement Class Members who worked for the Released Parties in the State of California, and limited to the causes of action that were alleged or could have been alleged based on any of the facts pled in the operative Complaint in the Action.

F. FINAL SETTLEMENT APPROVAL HEARING

16. When Will the Court Consider Whether to Finally Approve the Settlement?

The Court will hold a hearing in United States District Court for the Northern District of California, 1301 Clay Street, Courtroom 4, 3rd Floor, Oakland, CA 94612, on April 7, 2016 at 11:00 a.m. to decide whether to finally approve the Settlement as fair, reasonable, and adequate. At that time, the Court also will be asked to approve Class Counsel's request for attorneys' fees and reimbursement of litigation costs, and the Class Representative Service Payment.

It is not necessary for you to appear at this hearing. If you have timely submitted an objection to the Settlement and a notice of intent to appear, you may appear at the hearing to argue your objection to the Court, or have an attorney represent you at the hearing at your own expense, but only if you have returned a notice of your intention to appear at the hearing to the Settlement Administrator, postmarked on or before February 11, 2016, in accordance with the instructions above in Paragraph 8.

The hearing may be postponed without further notice to the Class. If the Settlement is not approved, the lawsuit will continue to be prepared for trial or other judicial resolution.

G. FURTHER INFORMATION

17. How Do I Get More Information?

This Notice provides a summary of the basic terms of the Settlement. If you have more questions about this Notice or this class action litigation, you can contact Class Counsel, whose contact information is shown below, or call the Settlement Administrator at (888) 406-0860

For the Settlement's complete terms and conditions, please consult the detailed Stipulation of Settlement located in the files and records maintained for this case located in the Office of the Clerk, United States District Court for the Northern District of California, 1301 Clay Street, Oakland, CA 94612.

VERY IMPORTANT:

1. Do not telephone the court or any of the Defendants' proprietors, managers, supervisors, or attorneys regarding this settlement or the claim process!

2. If you plan to submit a Claim Form, your Settlement Payment check will be mailed to the address on file with the Settlement Administrator (which is shown on the Notice and/or Claim Form). You may correct your address where indicated on the Claim Form before mailing it back to the Settlement Administrator.

3. If you move to a different address after returning your Claim Form, you must immediately notify the Settlement Administrator of your new address and contact information. It is your responsibility to keep a current address on file with the Settlement Administrator to ensure receipt of your Settlement Payment.

4. It is strongly recommended that you keep a copy of your completed Claim Form until after you have received your Settlement Payment check.

5. On receipt of your Settlement Payment check, YOU MUST CASH IT IMMEDIATELY. Checks not cashed before the stale date (noted on the check), will be voided and the funds represented by those voided checks will be donated to the California Industrial Welfare Commission's Unpaid Wage Fund.

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT H