ORDER GRANTING PLAINTIFF'S SECOND RENEWED MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT

M. JAMES LORENZ, District Judge.

In this putative class action Plaintiffs allege consumer fraud relating to "made in USA" representations on certain New Balance athletic shoes in violation of California False Advertising Law, Cal. Bus. & Prof. Code §§ 17500 et seq. (including violation of § 17533.7 relating to the sale of goods produced abroad); Consumer Legal Remedies Act, Cal. Civ. Code §§ 1750 et seq.; California Unfair Competition Law, Cal. Bus. & Prof. Code §§ 17200 et seq.; breach of express warranty; negligent misrepresentation; and unjust enrichment. Plaintiffs seek injunctive and declaratory relief, restitution or disgorgement of profits or unjust enrichment, and damages, including punitive damages. Defendant New Balance Athletics, Inc. ("New Balance") removed this action from State court. This Court has subject matter jurisdiction under the Class Action Fairness Act, 28 U.S.C. § 1332(d).

After an investigation, formal discovery, extensive motion briefing, including a motion for class certification and Daubert challenges to Plaintiffs' experts, the parties reached settlement in private mediation. Plaintiffs filed a motion for preliminary class action settlement approval. (Docs. no. 99, 103.) The motion was denied because Plaintiffs did not meet the requirements of Federal Rule of Civil Procedure 23. (Docs. no. 101, 105.) Pending before the Court is Plaintiffs' second amended motion seeking preliminary approval of the Amended Settlement Agreement signed December 7, 2018, which together with attached exhibits, sets forth the terms and conditions of the class settlement as currently proposed. (Doc. no. 106-1 ("Motion") and doc. no. 106-3 ("Settlement"), respectively.) Plaintiffs also seek class action certification for settlement purposes and approval of the proposed notice of class action settlement. Defendant does not oppose.

Having read and considered the Motion, including supporting declarations, exhibits and the Settlement, the Court finds and orders as follows:

1. The Court certifies for settlement purposes a Class comprised of:

2. This action meets the class certification requirements of Federal Rule of Civil Procedure 23(a) and (b)(3). Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 620 (1997); see also id. at 620-27. The Class is sufficiently numerous. The parties estimate that at least several hundred thousand of individuals fit the definition of the Class. As alleged in the operative first amended complaint, all of Plaintiffs' claims are premised on the contention that the label on "Made in USA" Shoes misled the consumers to believe that the shoes were American-made, when a significant part of the materials and labor were derived from abroad. Furthermore, Plaintiffs claim that as a result of this allegedly false advertising, Defendant was able to overcharge California consumers for the shoes and induce purchases that otherwise would not have been made. At least with respect to the statutory consumer protection claims, Plaintiffs are not required to prove individual reliance, so long as the alleged misrepresentation would mislead a reasonable consumer. See Williams v. Gerber Prods Co., 553 F.3d 934, 938 (9th Cir. 2008) (am. Dec. 22, 2008); see also Chapman v. Skype, Inc., 220 Cal.App.4th 217, 230 (2013). In this regard, "it is necessary only to show that members of the public are likely to be deceived." In re Tobacco II Cases, 46 Cal.4th 298, 312 (2009) (internal quotation marks, brackets, ellipsis and citation omitted). Accordingly, the legal and factual issues are sufficiently uniform to meet the commonality and predominance requirements. Based on the allegations regarding products purchased, Plaintiffs' claims are typical of the Class. Plaintiffs and their counsel have demonstrated they can adequately represent the absent Class members. Finally, the Court finds that maintenance of this action as a class action is superior to individual litigation.

3. Plaintiffs Sheila Dashnaw, William Meier, and Sheryl Jones are appointed as representatives for the conditionally certified Class. Jason H. Kim of Scheneider Wallace Cottrell Konecky Wotkyns LLP and Aubry Wand of The Wand Law Finn, P.C., are appointed as counsel for the conditionally certified settlement Class ("Class Counsel") pursuant to Federal Rule of Civil Procedure 23(g).

4. Class Counsel is conditionally authorized to act on behalf of the Class members with respect to the acts or consents under the Settlement. Any member of the Class may enter an appearance through counsel of his or her own choosing and at his or her own expense. Any member of the Class who does not enter an appearance through counsel or appear on his or her own behalf will be represented by Class Counsel.

5. The Settlement provides for injunctive and monetary relief. The injunctive relief requires Defendant to more accurately disclose the domestic content of its shoes. The monetary relief portion of the Settlement provides for a fund of approximately $535,000 for payment of claims.1 Each Class member can recover a maximum of $10 per qualifying pair of shoes, up to $50 for 5 or more pairs or $100 per household. In the event funds remain after all valid claims are paid, or any claim payment checks remain encashed, the remainder will be distributed in equal parts to the Public Justice Foundation and Consumer Federation of California as cy pres recipients. On the other hand, if valid claims exceed the fund, the claim payments will be reduced pro rata. The $10 per pair of shoes represents Plaintiffs' maximum recovery based on their experts' opinion, if they prevail on their theory that Defendant charged a $10 premium based on the allegedly inaccurate "Made in USA" representation. In addition to disputing liability altogether, Defendant countered with its own expert opinions to dispute the $10 premium. In order to receive $10 per pair of shoes, approximately 5% of the Class members would have to submit valid claims. A more common, albeit "very low," claim rate is between 10 and 15%. See Briseno v. ConAgra Foods, Inc., 844 F.3d 1121, 1131 (9th Cir. 2017). If 10 to 15% of Class members submit valid claims, they will recover between $3.62 and $5.43 per pair. When balanced against the cost and uncertainty associated with further litigation, the Court finds that the terms of the Settlement are within the range of possible approval as fair, reasonable and adequate under Federal Rule of Civil Procedure 23(e), and that there is a sufficient basis for notifying the Class of the Settlement. Accordingly, the Court grants preliminary approval of the Settlement.

6. The parties shall cooperate and comply with all of their respective obligations under the Settlement to the extent they must be performed pending final settlement approval.

7. Heffler Claims Group is appointed as Settlement Administrator. The Settlement Administrator shall comply with its duties as set forth in the Settlement and this Order.

8. The Court approves the long form and the summary notice attached to the Settlement as Exhibits 2 and 7, respectively (doc. no. 106-3 at 47-68 and 99-1022 (collectively "Notice")) with the changes indicated in Exhibits A and B to this Order, which are incorporated herein by reference. Deletions are indicated by strikethroughs, and additions are indicated in bold italicized font. Please note that Paragraphs 11 and 12 of the long form notice have been reversed. The parties must review the table of contents and all date and page references in the Notice to assure accuracy after revisions.

9. Plaintiffs propose to disseminate the long form notice by direct email to the Class members whose addresses are known, issuing a press release to a California wire service, publishing the summary notice in the Los Angeles Times in print and online, advertising the Settlement online on the websites most likely to be frequented by the Class, including Facebook and Instagram, establishing a settlement website where the Class members can access the long form notice, and establishing a 24-hour toll free interactive voice response telephone line. (See Decl. of Jeanne C. Finegan (doc. no. 106-14 ("Finegan Decl.")) at 10-15; Settlement ¶ IV.B.1.) The Court finds the foregoing notice program adequate, provided that (a) the website provides access to the complaint and amended complaint, all orders of this Court relating to settlement approval, Plaintiffs' pending motion with all supporting documents and exhibits, the Notice, and, at the time of filing with the Court, any motion for attorney's fees and costs of Class Counsel and enhancement payments to Plaintiffs, as well as any motion for final settlement approval with all supporting documents and exhibits; and (2) the telephone line allows putative Class members ultimately to reach a live person, or provide information on how to reach a live person, to answer questions. With these conditions, the proposed manner of distribution and form of the notice are approved. The notice satisfies due process requirements and requirements of Federal Rule of Civil Procedure 23(c)(2) and (e)(1), is the best notice practicable under the circumstances, and shall constitute due and sufficient notice to the Class.

10. No later than February 13, 2019, Class Counsel shall file a motion, if any, for attorney's fees and costs of Class Counsel and enhancement payments to Plaintiffs.

11. No later than May 6, 2019, the Class members shall submit their claims or requests for exclusion, if any, by following instructions in the long form notice.

12. Any Class member who chooses to be excluded will not be entitled to any monetary recovery under the Settlement, will not be bound by the Settlement, and will have no right to object to the Settlement or appeal the judgment, if any.

13. If the Settlement is ultimately approved, any Class members who did not choose to be excluded shall be bound by the Settlement, as well as all subsequent orders and judgment in this action. As provided in Paragraph 16 of the long form notice (Ex. A hereto), they will release certain claims as fully stated in the Release and Waiver of Claims ("Released Claims"). In addition, they shall be preliminarily enjoined pending final approval of the Settlement from filing, commencing, prosecuting, maintaining, intervening in, participating in, conducting, or continuing litigation as class members, putative class members, or otherwise against New Balance (or against any of its related parties or affiliates), and/or from receiving any benefits from, any lawsuit, administrative, or regulatory proceeding or order in any jurisdiction asserting any Released Claims.

14. No later than May 13, 2019, Plaintiffs shall file their motion for final approval of the Settlement. In addition to the required and customary filings, the motion papers shall include (1) any communications received from any government official in response to notice under 28 U.S.C. § 1715; and (2) the Claim Administrator's affidavit regarding compliance with its duties under the Settlement and this Order. The Claim Administrator's affidavit must include a report as outlined in the Finegan Declaration at Paragraphs 16 through 26, as well as copies of the long form and summary notice, press release, and internet ads used in the Notice dissemination process, the number of putative Class members submitting claims, objections or requests for exclusion (including any untimely or disputed claims, objections and exclusion requests); the number of Class members to whom a payment will be made; calculation on the estimated payment per pair of "Made in USA" Shoes; and the estimated amount of the cy pres award, if any.

15. The final approval hearing is set for June 10, 2019 at 10:30 a.m. in Courtroom 5B of the United States District Court for the Southern District of California, located at 221 West Broadway, San Diego, California 92101 ("Hearing"), to determine all necessary matters concerning the Settlement, including whether to grant final certification to this action as a class action for settlement purposes, whether to approve the proposed Settlement as fair, adequate, and reasonable; and whether to grant the motion for attorney's fees and costs of Class Counsel and for enhancement payments to Plaintiffs.

16. Any member of the Class may appear at the Hearing in person or through counsel of his or her own choosing and at own expense. Any member of the Class who does not appear will be represented by Class Counsel.

17. Any member of the Class may object to the Settlement ("Objectors"). Objectors may present evidence and/or file briefs, if any, relevant to the issues to be determined by the Court. Objectors are encouraged no later than May 6, 2019 to comply with the instructions in the long form notice (Ex. A hereto). Any interested party may file and serve a reply to objections, which shall not exceed ten (10) pages in length, no later than May 30, 2019. If a member of the Class intends to speak at the Hearing, he or she is encouraged no later than June 3, 2019 to submit to the Settlement Administrator and file with the Court a Notice of Intent to Appear.

18. This Order shall not be construed as an admission, concession, or declaration by or against New Balance of any fault, wrongdoing, breach, or liability. Nor shall the Order be construed or used as an admission, concession, or declaration by or against Plaintiffs or the other Class members that their claims lack merit or that the relief requested is inappropriate, improper, or unavailable, or as a waiver by any party of any defenses or claims he, she, or it may have in this or any other action or proceeding.

19. Any motions for discovery filed by Class members pending final approval of the Settlement shall be directed to Magistrate Judge Jill L. Burkhardt, including any request by the parties to condition their response to a Confidentiality Agreement attached as Exhibit 10 the Settlement.

20. As of the date this Order is signed, all due dates associated with this action are vacated, except for those related to the administration of the Settlement.

21. If the Settlement does not become effective in accordance with its terms, or is not finally approved, or is terminated, canceled or fails to become effective for any reason, this Order may be vacated upon an appropriate motion filed no later than seven calendar days after the triggering event.

22. The Court reserves the right to adjourn or continue the date of the Hearing and all dates provided for in the Settlement without further notice, and may determine the matters on the briefs without a hearing.

23. The Court retains jurisdiction to consider any further applications related to the Settlement.

IT IS SO ORDERED.

EXHIBIT A

Dashnaw, et al. v. New Balance Athletics, Inc.

United States District Court for the Southern District of California

Case No. 3:17-cv-00159-L-JLB

CLASS ACTION SETTLEMENT CLASS NOTICE

A Federal Court authorized this notice. This is not a solicitation from a lawyer.

If you purchased any of the New Balance "Made in USA" labeled shoes listed below in California from during the time period of December 27, 2012 through to [Month Day, Year], the proposed settlement of a class action lawsuit may affect your rights. Read this Notice carefully because it explains decisions and actions you must take now.

WHAT THIS NOTICE CONTAINS

PART I. WHY DID I YOU HAVE RECEIVED THIS NOTICE

1. WHY DID I RECEIVE THIS NOTICE?

You received this Notice because you may be a Class Member and may be able to receive payment under this class action settlement. This Notice explains the basic terms of the settlement and your options and rights as a potential Class Member. The Amended Settlement Agreement, and related documents, give greater detail regarding the terms of the settlement, and they can be viewed at the settlement website www.shoesettlement.com. Instructions for obtaining copies are found in Part VIII below.

2. DESCRIPTION OF THIS LAWSUIT WHAT IS THIS LAWSUIT ABOUT AND WHY DID IT SETTLE?

This is a class action titled The lawsuit, Sheila Dashnaw, et al. v. New Balance Athletics, Inc., Case Number 3:17-cv-00159-L-JLB (S.D. Cal) (the "Action"). Plaintiff's Sheila Dashnaw, William Meier, and Sheryl Jones ("Plaintiffs") allege that New Balance Athletics, Inc. ("New Balance") violated California consumer protection laws by advertising that some of its shoes are "Made in USA" when they are made from up to 30% non-domestic content. Plaintiff's also allege that New Balance charged a premium for such shoes. concerns claims that New Balance violated certain California state laws in connection with the marketing and sale of "Made in USA" December 27, 2012 until [Month Day, Year]. The plaintiffs in the the facts and law relating to the issues in the Action, and claim that New Balance labeled certain shoes as "Made in the USA" when the domestic content did not meet the amounts required under California statutes for such a claim. In their complaint, Plaintiffs request monetary relief and changes to New Balance's business practices on their own behalf and on behalf of similarly situated persons. New Balance denies any and all claims of wrongdoing.

The Court has not ruled on the merits of Plaintiffs' claims or New Balance's defenses. and without admitting any fault, wrongdoing or liablity, has decided to settle this Action. Both sides the plaintiffs and New Balance believe that the settlement is a better result than continuing to litigate, fair, reasonable, and adequate and will provide substantial benefit to the Class. By settling, New Balance does not admit any wrongdoing.

Because the parties decided to settle, the Court will not decide this Action. Instead, the Court has determined on a preliminary basis that certification of a class action is appropriate for purposes of settlement, and that the settlement is sufficient to warrant a notice to the Class. The Court must still make a final determination, subject to any objections from the Class Members, whether the settlement is fair, reasonable and adequate.

The Court appointed Plaintiff's as Class Representatives, and Plaintiff's' attorneys Jason H. Kim of Schneider Wallace Cottrell Konecky Wotkyns LLP and Aubry Wand of The Wand Law Firm, P. as Class Counsel to represent Class Members for purposes of the settlement. Class Counsel can be reached at:

The local attorney for New Balance is Garrett K. Sakimae, Fish & Richardson P. 12390 El Camino Real, San Diego, CA 92130; Telephone: (858) 678-5070.

The Court also appointed Heftier Claims Group as the Settlement Administrator for purposes of the settlement. The Settlement Administrator can be reached at Heftier Claims Group, Re: Dashnaw, et al. v. New Balance Athletics, Inc., P.O. Box 42220, Philadelphia, PA 19101-2220, as well as by calling toll five (844) 271-4789 or visiting WWW.sho es ettlement com.

3. AM I A MEMBER OF THE CLASS?

The Class includes all persons who bought any of the "Made in USA" Shoes listed in the table below from New Balance and/or its Authorized Retailers in California from December 27, 2012 through [Month Day, Year].

4. IF I'M STILL NOT SURE IF I'M INCLUDED.

If you are not sure if do not understand whether or not you are a Class Member, you can visit our web site, www.shoesettlement.com, call (844) 271-4789, or you can contact Class Counsel, listed in Paragraph 2 above on page 9.

PART II. WHAT ARE MY OPTIONS?

5. WHAT DO I NEED TO DO NOW?

First, you must decide whether you wish to remain in the Class or exclude yourself from the Class. If you exclude yourself from the Class, you will not be eligible to receive compensation under the settlement, or object to the settlement, but you will retain the right to sue New Balance on your own for the claims alleged in the Action. If you wish to exclude yourself from the Class, you must submit an Exclusion Form. For instructions, see Part VII below.

Second, if you remain in the Class and wish to receive compensation under the settlement, you must submit a Claim Form in order to be eligible to receive payment under the settlement. The benefits of the settlement are explained in Paragraph 8 below. If you disagree with the settlement, yYou may also object to the settlement by filing a written objection with the Court and/or request to appear and speak at the Court's Fairness Hearing. You can submit a Claim Form even if you object to the Settlement. Instructions for submitting a Claim Form and objecting are found in Paragraphs 9 and 17 below.

Details regarding these options are explained below.

6. WHAT DO I GIVE UP IF I CHOOSE TO STAY IN THE CLASS?

If you choose to stay remain in the Class, you will release certain claims you may have against be deemed to give New Balance and the Released Parties, as summarized in Paragraph 16 below and fully stated in the Release and Waiver of Claims set forth in Appendix A attached at her (see page 14 [page no.]). You will also be bound by all the Court orders actions and judgments issued in this Action entered. You will not be able to sue or otherwise proceed against New Balance on any for certain claims related to this Action lawsuit.

7. WHAT IF I DO NOTHING?

If you are a Class Member and do nothing, you will stay in the Class. You will give up certain rights as indicted in Paragraph 6 above, but you will not get any payment from the settlement but will be bound by the settlement's release and waiver of claims. You must complete and timely submit a Claim Form on or before the deadline, which is [Month Day, Year], in order to receive any be considered for payment under the settlement. Instructions for submitting a Claim Form are found in Paragraph 9 below.

Unless you exclude yourself from the Class, if the settlement is approved all of the Court's orders will apply to you and you won't be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against New Balance about the claims in this lawsuit, regardless of whether you submit a Claim Form.

PART III. SETTLEMENT BENEFITS — WHAT YOU CAN GET

8. WHAT CAN I GET FROM THE SETTLEMENT?

Monetary Compensation

The settlement will provide a fund of $750,000 that, subject to Court approval, will be used to pay (i) valid and approved Claims submitted by Class Members pursuant to the Claim Process; (ii) the costs and expenses associated with theis Nnotice and claims administration in an estimated amount of $200,000; and (iii) enhancement service award payments of up to $5,000 to each of three named Pplaintiffs for their efforts and assistance in this Action on behalf of the Class. The $750,000 fund will not be used to pay New Balance's attorneys' fees and costs or Class Counsels' attorneys' fees and costs. If the foregoing payments are approved by the Court, it is estimated that $535,000 will be available to pay satisfy the claims of Class Members.

The maximum award amount per pair of qualified "Made in USA" shoes purchased is $10, with a maximum of up to five purchases per person (i.e., $50) and $100 per household. However, if the total value of all approved Claims submitted by Class Members exceeds the estimated amount of $535,000, each eligible Class Member's award will be reduced on a pro rata basis. In other words, it could be that your award will be reduced by several dollars, depending on the number of qualified claims submitted.

Changes to Business Practices

In addition to the foregoing monetary compensation, New Balance has agreed to make certain changes in their marketing and sale of "Made in USA" shoes to more accurately state make the disclosures regarding the domestic content of its shoes more prominent, including but not limited to, the following:

Additional Please see the Settlement Agreement for further information about regarding all of the changes to business practices New Balance must will implement under the settlement is included in the Amended Settlement Agreement. Instructions for obtaining a copy are found in Part VIII below.

9. HOW CAN I MAKE A CLAIM?

To receive a payment under the settlement, you must send in a Claim Form. A Claim Form and directions are attached as Appendix B to this Class Notice at (see page 17) [page no.]. You may also obtain and print a Claim Form and other relevant documents by visiting at www.shoesettlement.com. Please read the instructions and certification carefully, and fill out the form completely and accurately. Claim Fforms can be submitted electronically at www.shoesettlement.com or by mail to Heffler Claims Group, Re: Dashnaw, et al. v. New Balance Athletics, Inc., P.O. Box 42220, Philadelphia, PA 19101-2220 no later than [Month Day, Year].

10. WHAT IS THE CLAIM PROCESS?

Heffler Claims Group, Tthe Class Action Settlement Administrator will review each Claim Form. You may be asked to verify your purchase of "Made in USA" Shoes, by providing receipt(s) or other documentation. Failure to If you do not respond to these a requests, it may result in the denial of your Claim. You will have thirty-five (35) days from the date of the Settlement Administrator's request to respond. If you submit a valid claim, you will receive payment in the form of a check.

11. WHEN WILL I GET MY PAYMENT, IF ANY?

You will receive payment in the form of a check if you submit a Claim Form by no later than [Month Day, Year] and the Claims Administrator determines that you have you have submitted a qualified claim. The Court must give final approval to the proposed settlement before any payments can be made. The hearing to decide whether to finally approve the settlement is set for [Month Day, Year] (the "Hearing"). The payment of valid approved Claims will shall begin 14 business days after the settlement is final and approved and the judgment is final, including any relevant appeals that must be resolved in favor of the settlement (the "Final Settlement Date"). Resolving appeals, if any are filed, takes time, sometimes more than a year. Finally, there remains a possibility that this settlement may be terminated for other reasons, as explained in the Amended Settlement Agreement. Instructions for obtaining a copy are found in Part VIII below. The payment process shall must be completed within 180 days of the Final Settlement Date.

The Court will hold a Fairness Hearing on [Month Day, Year] at [TIME] to decide whether or not to approve the proposed settlement. The Court must finally approve the proposed settlement before any payments can be made. The Court will grant final approval only if it finds that the proposed settlement is fair, reasonable, and adequate. In addition, the Court's order may be subject to appeals, and resolving them takes time, sometimes more than a year. Finally, there remains a possibility that this settlement may be terminated for other reasons.

12. WHAT HAPPENS AFTER ALL CLAIMS ARE PROCESSED AND IF THERE ARE FUNDS REMAINING?

If there are any funds remaining after all claims are processed, those funds will shall be awarded cy pres and distributed in equal amounts in equal parts to Public Justice Foundation and/or Consumer Federation of California, both of which are non-profit organizations for protection of consumer rights that seeks to protect the rights of consumers. Any such funds paid to Public Justice Foundation and/or Consumer Federation of California will be used by them only for the purposes of protecting consumers from false advertising. No remaining funds will be returned to New Balance.

PART IV. THE LAWYERS REPRESENTING THE CLASS

13. DO I HAVE A LAWYER IN THIS CASE?

The Court has appointed Class Counsel to represent Class Members for purposes of the settlement. Class Counsel is authorized to act on behalf of the Class Members with respect to the settlement. in this lawsuit. If you have any questions, you may contact Class Counsel at:

You have the right to retain and make an appearance through your own attorney lawyer to represent you in this Action case at your own expense, or represent yourself without an attorney. but you are not obligated to do so. If you do hire your own lawyer, you will have to pay his or her fees and expenses. You also have the right to represent yourself before the Court without a lawyer. Any Class Member who does not enter an appearance through an attorney or on his or her own behalf will automatically be represented by Class Counsel.

14. HOW WILL THE LAWYERS AND CLASS REPRESENTATIVES IN THE ACTION BE PAID?

Class Counsel have prosecuted this case on a completely contingent fee and have not been paid anything to date for their services. No later [Month Day, Year], Class Counsel will file a motion for submit a request to the Court for payment of attorneys' fees and costs not to exceed $650,000 and for enhancement payments service awards of up to $5,000 to each of the three Named Plaintiffs for their assistance in prosecuting this Action. Any attorney fees and costs and enhancement payments approved by the Court will be paid by New Balance and will not reduce the settlement relief available to Class Members. You have the right to review the motion before you decide whether to exclude yourself from the Class or object to the settlement. Instructions for obtaining a copy of the motion are found in Part VIII below. can view this request at the settlement website www.shoesettlement.com. Any fees and costs awarded by the Court will be paid by New Balance and will not reduce the settlement relief available to Class Members.

PART V. EXCLUDING YOURSELF FROM THE SETTLEMENT

If you don't want a payment from this settlement, or but you want to keep your the right to sue or continue to sue New Balance on your own about the legal claims issues in this Action case, then you must exclude yourself from or "opt out" of the Class. Excluding yourself is telling the Court that you don't want to be a part of the Class. If you exclude yourself, you will not be able have no basis to object to the settlement or appear at the Fairness. Hearing because it no longer affects you.

15. HOW DO I GET OUT OF OR EXCLUDE MYSELF FROM THE SETTLEMENT CLASS?

If you want to be excluded from the Class, you must submit an Exclusion Form to the Class Action Settlement Administrator. An Exclusion Form is attached to this Class Notice as Appendix C (see at page 21 [page no.]). Exclusion Forms can also be found at www.shoesettlement.com. Exclusion Forms can be submitted electronically online at www.shoesettlement.com or by mail to Heftier Claims Group, Re: Dashnaw, et al. v. New Balance Athletics, Inc., P.O. Box 42220, Philadelphia, PA 19101-2220. Exclusion Forms must be submitted by no later than [MONTH DAY, YEAR]. However, Iif your Exclusion Form request for exclusion is late or deficient, it will not be effective to exclude you will still be a part of the Class, you will be bound by the settlement and all other orders and judgments in this lawsuit, and you will not be able to participate in any other lawsuits based on the claims in this Action case.

16. IF I DON'T EXCLUDE MYSELF, CAN I SUE NEW BALANCE LATER?

If you exclude yourself you can sue New Balance for any claims you may have against it.

No. If you do not exclude yourself your right to sue New Balance later will be limited. Upon final approval of If the Court approves the proposed settlement and you do not exclude yourself form the Class, you will release (give up) the Released Claims as fully stated in Appendix A attached at page [page no.]. In summary, Released Claims are all claims that have been or could have been asserted in this lawsuit Action and any claim based on the identical factual predicate as this Action, i.e., relating to your "Made in USA" Shoes statement on the shoes listed Paragraph 3 above. In addition, aAs part of this settlement, all Class Members and/or their representatives who do not timely exclude themselves from the Class are hereby preliminarily barred and enjoined pending final approval of the settlement from filing, commencing, prosecuting, maintaining, intervening in, participating in, conducting, or continuing litigation as class members, putative class members, or otherwise against New Balance (or against any of its related parties or affiliates), and/or from receiving any benefits from, any lawsuit, administrative, or regulatory proceeding or order in any jurisdiction asserting any Released Claims as stated in Appendix A below.

Upon final approval of the settlement, Plaintiffs and New Balance will ask the Court to enter a permanent ruling forbidding all Class Memebers and/or their representatives and/or personnel from engaging in the activities described above. All Class Members will be bound by this order.

PART VI. OBJECTING TO THE SETTLEMENT

If you exclude yourself, you have no right to object to the settlement.

If you do not exclude yourself, and you are dissatisfied with the settlement or any part of it, yYou have the right to object tell the Court that you do not agree with the settlement or any or all of its terms. Objecting is a way of telling the Court that you don't like something about the settlement. Even if you object, if you submitted a valid claim, you will still receive compensation under the settlement. In other words, you can object to the settlement and submit a Claim Form. You can only object if you stay in the Class. If you object to the settlement, you still remain a member of the Class and you will still be eligible to submit a Claim Form. In addition, yYou will also be bound by any the orders and judgment subsequent rulings in this Action case and you will give up the Released Claims as summarized in Paragraph 16 above not be able to file-or participate in any other lawsuit or proceeding based upon or relating to the claims alleged in the Action.

17. HOW CAN I OBJECT TO THE PROPOSED SETTLEMENT?

Any Class Member may appear at the Hearing and object to the settlement ("Objectors"). Objectors may choose to present evidence and/or file briefs relevant to the issues to be heard and determined by the Court. Objectors are encouraged to submit any briefs and/or supporting evidence to the Settlement Administrator electronically at www.shoesettlement.com or by mail to Heftier Claims Group, Re: Dashnaw, et al. v. New Balance Athletics, Inc., P.O. Box 42220, Philadelphia, PA 19101-2220 no later than [Month Day, Year" and file them with the Clerk of the Court at United States District Court for the Southern District of California, 333 West Broadway, Suite 420, San Diego, California 92101.

If you file a written objection, it should state: (1) your full legal name, address, and telephone number; (2) the words "Notice of Objection:" (3) proof of purchase of "Made in USA" Shoes as specified in the Claim Form, Option B, see Appendix B, attached at page [page no.]; (4) the arguments supporting the objection in clear and concise terms; (5) any witness(es) you intend to call to testify at the Hearing; (6) your signature; and (7) attach true and correct copies of any exhibit(s) you intend to offer at the Hearing. You must reference the case name Dashnaw et al. v. New Balance Athletics, Inc., and number 17cv159-L-JLB. Any interested party may file a reply to objections no later than [MONTH, DAY, YEAR].

To object, you must provide a written statement saying you object to Sheila Dashnaw, et al. v. New Balance Athletics, Inc., Case Number 3:17-cv-0159-L-JLB (S.D. Cal.). Your written objection must also include:

Your written objection must be filed with the Court and a copy must be sent to the Claims Administrator at www.shoesettlement.com or by mail to Dashnaw, et al. v. New Balance Athletics, Inc., PO Box d2220, Philadelphia, PA 19101-2220.

In order to facilitate consideration by the Court, you are encouraged to submit your objection by no later than [Month Day, Year].

If you file an objection, but the Court approves the settlement as proposed, you can still complete a Claim Form to be eligible for payment under the settlement. In other words, you can simulataneously object to the settlemet and submit a Claim Form.

PART VII. THE COURT'S FAIRNESS FINAL APPROVAL HEARING

On [Month Day, Year], at [TIME], the Court will hold a Fairness Hearing at the United States District Court for the Southern District of California, before the Honorable M. James Lorenz, in Courtroom 5B, Edward J. Schwartz U.S. Courthouse, 221 West Broadway, San Diego, California 92101. At the Hhearing, the Court will consider all necessary matters concerning the proposed settlement, including whether to grant final certification to this Action as a class action the Class for settlement purposes, whether to approve the proposed settlement as fair, reasonable, and adequate, and whether to grant the motion for attorney's fees and costs of Class Counsel and for enhancement payments to the Plaintiffs will make a final ruling on all related settlement issues. The Court will also decide whether to award attorneys' fees and costs, as well as Class Representative awards to the named plaintiffs.

18. DO I HAVE TO COME TO THE HEARING?

No. Class Counsel will appear on behalf of all Class Members to answer any questions the Court may have at the Fairness Hearing. But you are welcome to attend in person or through your own attorney come at your own expense. Please note that the Court may has the right to change the date and/or time of the Fairness Hearing and/or the matter may be submitted on the briefs without further notice. If you are planning to attend the hearing, you should confirm the date and time before going to the Court.

19. WHAT DO I HAVE TO DO TO SPEAK AT THE FAIRNESS HEARING?

If you are a member of the Class, and you (or your attorney) want to appear and speak at the Fairness Hearing, you (or your attorney) are encouraged to file a Notice of Intention to Appear at the Fairness Hearing with the Clerk of the Court at the address listed in Paragraph 17 above, and deliver it to the Settlement Administrator that Notice to Heffler Claims Group at the address listed in Paragraph 2 above, by no later than [Month Day, Year].

If you file an objection and/or orally object at the Fairness Hearing, you can still complete a Claim Form to be eligible for payment under the settlement, subject to the terms and conditions discussed in this Notice and in the Settlement Agreement.

PART VIII. GETTING ADDITIONAL INFORMATION

This Notice and the accompanying documents summarizes the proposed settlement and does not cover all of its terms. More details are contained in the Settlement Agreement. The full Settlement Agreement is on file with the Clerk of the Court. For a more detailed statement of the matters involved in this case, you may review the complaint and the other papers and Court orders on file in the Clerk's office at any time. The Amended Settlement Agreement and all documents filed in this Action are available for review by visiting the office of the Clerk of Court for the United States District Court for the Southern District of California at 333 West Broadway, Suite 420, San Diego, California 92101 during normal business hours, Monday through Friday, 7:00 a.m. to 6:00 p.m. PST, or accessing the files through the Court's Public Access to Court Electronic Records (PACER) system at https://pacer.login.uscourts.gov/csologin/login.jsf. You can also visit www.shoesettlement.com, or contact call the Settlement Administrator at (844) 271-4789, or contact Class Counsel (listed on page 9[page no.]) to view the Settlement Agreement and obtain additional information about the settlement. Their contact information is found in Paragraph 2 above.

PLEASE DO NOT CALL THE COURT OR THE CLERK OF THE COURT

APPENDIX A

Release aAnd Waiver of Claims

1. The Parties agree to the following release and waiver, which shall take effect upon entry of the Final Order and Final Judgment.

2. "Released Parties" means New Balance, its past, present, and future parents entities (including but not limited to New Balance, Inc., and any intermediary and/or ultimate parents entities), officers, directors, employees, stockholders, agents, attorneys, administrators, successors, suppliers, distributors, reorganized successors, spin-offs, assigns, holding companies, related companies, subsidiaries, affiliates, joint-ventures, partners, members, divisions, predecessors, and Authorized Retailers of "Made in USA" Shoes for resale.

3. In consideration of the Settlement benefits described in this Agreement, Plaintiffs and the other members of the Class, on behalf of themselves, their heirs, guardians, assigns, executors, administrators, predecessors, and/or successors, will fully, finally and forever release, relinquish, acquit, and discharge the Released Parties from — and shall not now or hereafter institute, maintain or assert on their own behalf, on behalf of the Class, or on behalf of any other person or entity — the claims asserted in either the initial or the first amended class action complaint filed any of the Complaints in this Aaction and/or any claim based on the same identical factual predicate as any of the claims asserted in any of the Complaints in this Aaction. For the avoidance of doubt, the Parties intend this class release to extend to the furthest extent allowed by Hesse v. Sprint Corporation, 598 F.3d 581 (9th Cir. 2010). Released Claims do not include any claims that cannot be released as a matter of law.

4. Plaintiffs represent and warrant that they are the sole and exclusive owners of all claims that they personally are releasing under this Agreement. Plaintiffs further acknowledge that they have not assigned, pledged, or in any manner whatsoever, sold, transferred, assigned or encumbered any right, title, interest or claim arising out of or in any way whatsoever pertaining to the Action, including without limitation, any claim for benefits, proceeds or value under the Action, and that Plaintiffs are not aware of anyone other than themselves claiming any interest, in whole or in part, in the Action or in any benefits, proceeds or values under the Action. Class Members submitting a Claim Form shall represent and warrant therein that they are the sole and exclusive owners of all claims that they personally are releasing under the Settlement and that they have not assigned, pledged, or in any manner whatsoever, sold, transferred, assigned or encumbered any right, title, interest or claim arising out of or in any way whatsoever pertaining to the Action, including without limitation, any claim for benefits, proceeds or value under the Action, and that such Class Member(s) are not aware of anyone other than themselves claiming any interest, in whole or in part, in the Action or in any benefits, proceeds or values under the Action.

5. Without in any way limiting its scope, and, except to the extent otherwise specified in the Agreement, this Release covers by example and without limitation, any and all claims for attorneys' fees, costs, expert fees, or consultant fees, interest, or litigation fees, costs or any other fees, costs, and/or disbursements incurred by Plaintiffs' Counsel, or by Plaintiffs or the Class Members.

6. In addition to the Released Claims, the Named Plaintiffs only agree to a general release, which includes a release of any unknown claims that they did not know or suspect to exist in their favor at the time of the general release, which, if known, might have affected their Settlement with, and general release of, the Released Parties. With respect to the general release, the Named Plaintiffs only stipulate and agree that, upon the execution of this Agreement, and by operation of the Final Judgment, they shall be deemed to have expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the Civil Code of the State of California, which provides that:

7. Nothing in this Release shall preclude any action to enforce the terms of the Agreement, including participation in any of the processes detailed therein.

8. Plaintiffs and Defendant hereby agree and acknowledge that the provisions of this Release together constitute an essential and material term of the Agreement and shall be included in any Final Order and Final Judgment entered by the Court.

APPENDIX B

Dashnaw, et al. v. New Balance Athletics, Inc. United States District Court for the Southern District of California Case No. 3:17-cv-00159-L-JLB

CLAIM FORM

Use this Claim Form if you bought at least one pair of eligible New Balance "Made in USA" shoes in California between from December 27, 2012 to and [Month Day, Year]. The eligible New Balance shoes are listed at the end of this form below. Please refer to this list before filling out this form.

All Claim Forms must be submitted electronically at www.shoesettlement.com or by mail to Dashnaw, et al. v. New Balance Athletics, Inc., P.O. Box 42220, Philadelphia, PA 19101-2220, by no later than [Month Day, Year].

Submit this Claim Form to the Settlement Administrator online at www.shoesettlement.com or by first class U.S. mail to the address below no later than [month day, year].

Payment amounts to eligible Class Members may will vary depending upon the number of Claim Forms and amounts claimed by all Class Members and other adjustments and deductions as specified in the proposed sSettlement Agreement. The maximum award amount per pair of "Made in USA" shoes purchased—up to five (5) purchases per person—is $10. If your claim is approved, the Claim Amount it will be paid by check.

Option A: If you only purchased one pair of "Made in USA" shoes from between December 27, 2012 and to [Month Day, Year], select Option A. If you select Option A, you are not initially required to submit proof of purchase.

Option B: If you purchased more than one pair of "Made in USA" shoes from between December 27, 2012 and to [Month Day, Year], you may submit a claim for up to five (5) pairs. If you want to submit a claim for more than one pair, select Option B. If you select Option B, you are required to a submit proofs of purchase.

You must select either Option A or Option B

[ ] Option A: Submit your claim without proof of purchase and receive up to $10.

[ ] Option B: Submit your claim by completing the purchase information below on the next page and include a valid proof of purchase for each eligible New Balance Shoe model, up to a total of 5 pairs. Please include one of the following for each:

Please note: The Class Action Settlement Administrator may, at its discretion, request proof of purchase to validate your claim even if you choose Option A. The Class Action Settlement Administrator may also request additional proof of purchase if you choose Option B. If requested, you must provide proof of purchase within 35 days of such a request or your claim will could be reduced or denied and you may not appeal the reduction or denial.

AFFIRMATION

I declare or affirm, under penalty of perjury, that the information in this Cclaim Fform is true and correct to the best of my knowledge and that I purchased the applicable product(s) claimed above between December 27, 2012 and [Month Day, Year]. I understand that the decision of the Class Action Settlement Administrator is final and binding. I understand that my Celaim Fform may be subject to audit, verification, and Court review.

Questions? Visit www.shoesettlement.com or call (844) 271-4789.

APPENDIX C

Dashnaw, et al. v. New Balance Athletics, Inc.

United States District Court for the Southern District of California

Case No. 3:17-cv-00159-L-JLB

EXCLUSION FORM

If you do not want to participate in the proposed settlement, you must sign and fill out this form accurately and in its entirety, and you must submit it this form to the Settlement Claims Administrator online at www.shoesettlement.com or mail this form by first class U.S. mail to the address below. This Exclusion Form must be submitted by no later than [month day, year].

IT IS MY DECISION TO BE EXCLUDED FROM THE CLASS AND NOT TO RECEIVE ANY MONEY UNDER THE PROPOSED SETTLEMENT.

I confirm that I purchased one or more of the "Made in USA" Shoes listed in the table below from New Balance and/or its authorized retailers between during the time period of December 27, 2012 and until [MONTH DAY, YEAR]. I confirm that I have received notice of the proposed settlement in this action. I have decided to be excluded from the Class. , and I understand that by submitting this Exclusion Form, I will be forever barred from ineligible to receiveing any money under the proposed sSettlement, and will not be bound by the proposed sSettlement.

EXHIBIT B

Dashnaw, et al. v. New Balance Athletics, Inc.

United States District Court for the Southern District of California

Case No. 3:17-cv-00159-L-JLB

SUMMARY CLASS ACTION SETTLEMENT NOTICE

If you purchased New Balance "Made in USA" labeled shoes, your rights may be affected by a proposed class action settlement may affect your rights. Read this notice carefully because it explains decisions and actions you must take now.

ARE YOU AFFECTED?

You may be a cClass mMember if you purchased at least one pair of eligible New Balance shoe models labeled as "Made in USA" from December 27, 2012 until through [MONTH DAY, YEAR]. A list of eligible shoe models can be found at www.shoesettlement.com.

A list of eligible shoe models can be found at www.shoesettlement.com.

WHAT IS THIS CASE ABOUT?

Thise lawsuit claims that New Balance violated certain state consumer protection laws regarding the in the marketing, labeling, and sale of its "Made in USA" Shoes. New Balance denies it did anything wrong. The Ccourt did not decide which side was right. Instead, the parties havedecided to settle.

WHAT DOES THIS SETTLEMENT PROVIDE?

Monetary Compensation

The settlement will provide a fund of $750,000 that, subject to Ccourt approval, will be used to pay (i) valid and approved Cclaims submitted by Cclass Mmembers pursuant to the Claim Process; (ii) the costs and expenses associated with thise Nnotice and claims administration in an estimated amount of $200,000; and (iii) enhancement service award payments of up to $5,000 to each of three named plaintiffs for their efforts and assistance in this Action lawsuit on behalf of the Cclass. If these foregoing payments are approved by the Ccourt, it is estimated that $535,000 will be available to satisfy the claims of Cclass Mmembers. The maximum pPayments to each Cclass Mmember is could be up to $10 for each pair of qualifying "Made in USA" Sshoes purchased, with a maximum of $50 per person and $100 per household., but tThe amount may decrease pro rata, if the total number of valid claims exceeds $535,000 depending upon the number of claims submitted by all Class Members.

Changes to Business Practices

Under the settlement, New Balance is also agreeing to must change the way it labels engage in certain notice practices relating to its shoes labeled as "Made in USA."

HOW DO YOU ASK FOR A PAYMENT?

To get money a payment under the settlement, eligible Class Members you must submit a claim form that includes information about your their purchase of qualifying"Made in USA" Sshoes. This is called a Claim Form. Claim Fforms can be found at www.shoesettlement.com.

Claim Fforms must be submitted to Heffler Claims Group, the Claims Administrator, by no later than [MONTH DAY, YEAR] . Claim Forms can be submitted online at www.shoesettlement.com or by mail to Heftier Claims Group, Re: Dashnaw, et al. v. New Balance Athletics, Inc., P.O. Box 42220, Philadelphia, PA 19101-2220.

WHAT ARE YOUR OPTIONS?

If you purchased a qualifying pair of shoes are a Class Member, you may (1) do nothing; (2) send in your claim; (3) exclude yourself; (3) send in a Claim Form and/or (4) object to the settlement.

If you do nothing, you will not be eligible to receive any payment from compensation under the settlement, however, but you will be bound by the settlement's release and waiver of claims summarized below in the paragraph titled "What Do You Give up If You Stay in the Class?"

If you want to receive a payment from the settlement, you must send in your claim as instructed above. You will be bound by the settlement's release and waiver of claims summarized below in the paragraph titled "What Do You Give up If You Stay in the Class?"

If you don't want to be bound by the settlement, you must submit a form that states you want to be excluded from this class action lawsuit the settlement. This is called an Exclusion Form. If you exclude yourself, you will not can't get a payment from the settlement, but you will preserve all the rights to sue New Balance on your own for these claims.

Exclusion Fforms can be found at www.shoesettlement.com. They Exclusion Forms must be submitted by no later than [MONTH DAY, YEAR]. Exclusion Forms can be submitted online at www.shoesettlement.com or by mail to Heftier Claims Group, Re: Dashnaw, et al. v. New Balance Athletics, Inc., P.O. Box 42220, Philadelphia, PA 19101-2220. If you do not exclude yourself; you may object to the settlement or any part of it. Even if you object, you can still receive payment from the settlement, if you timely submit your claim. If you wish to object, you should file your objection with the court and submit it online at www.shoesettlement.com or by mail to Heftier Claims Group, Re: Dashnaw, et al. v. New Balance Athletics, Inc., P.O. Box 42220, Philadelphia, PA 19101-2220 no later than [MONTH, DAY, YEAR]. For instructions about how to object, refer to the section below titled "How Can You Get More Information?"

WHAT DO YOU GIVE UP IF YOU STAY IN THE CLASS?

If you stay in the Class, you may submit a Claim Form and/or object to the settlement. Objections must be filed with the Court and they must also be submitted to the Claims Administrator at www.shoesettlement.com or by mail to Dashnaw, et al. v. New Balance Athletics, Inc., PO Box 4220, Philadelphia, PA 19101-2220.

If you do not exclude yourself remain a Class Member by doing nothing, submitting a Cclaim Form, or objecting to the Ssettlement, you will give up your right to sue New Balance on your own for any claims based on the qualifying shoe purchases. be agreeing to the following release as to New Balance Athletics, Inc. and its past, present and future parents (including but not limited to New Balance, Inc., and any intermediary and/or ultimate parents), or against any of and its related parties or affiliates:

In consideration of the Settlement benefits described in this Agreement, Plaintiffs and the other members of the Class, on behalf of themselves, their heirs, guardians, assigns, executors, administrators, predecessors, and/or successors, will fully, finally and forever release, relinquesh, acquit, and discharge the Released Parties from and shall not now or hereafter institute, maintain or assert on their own behalf, on behalf of the Class, or on behalf of any other person or entity the claims asserted in any of the Complaints in this action and/or any claim based on the same factual predicate as any of the claims asserted in any of the Complaints in this action.

The complete Release and Waiver of Claims provision is included in the Amended Settlement Agreement. For instructions to access it, refer to the section below, titled "How Can You Get More Information?"

LEGAL REPRESENTATION The court has appointed Jason H. Kim of Schneider Wallace Cottrell Konecky Wotkyns LLP and Aubry Wand of The Wand Law Firm, P.C. to represent the class for purposes of the settlement. You have the right to retain your own attorney to represent you in this lawsuit at your own expense, or represent yourself without an attorney. Any class member who does not enter an appearance through an attorney or on his or her own behalf will automatically be represented by class counsel.

THE COURT WILL HOLD A HEARING in this case on [MONTH DAY, YEAR] at [TIME] in the Edward J. Schwartz Federal Courthouse, United States District Court for the Southern District of California, before the Honorable M. James Lorenz, in Courtroom 5B, Edward J. Schwartz U.S. Courthouse, located at 221 West Broadway, San Diego, California 92101., to The court will consider certification of this lawsuit as a class action for settlement purposes, whether to approve the proposed settlement as fair, reasonable, and adequate, and whether to grant the motion for attorney's fees and costs final approval of the settlement, payment of attorneys' fees and expenses of up to $650,000 to lawyers Cclass counsel, and enhancement payments of up to $5,000 for to each of the three named plaintiffs for their assistance in this lawsuit on behalf of the class. The motion(s) by Class Counsel for attorneys' those fees and, costs and enhancement payments service awards will be available for review before you decide whether to exclude yourself or object on the Settlement website after they arc filed. For instructions how to access it, refer to the section below, titled "How Can You Get More Information?" The Court has appointed Jason H. Kim of Schneider Wallace Cottrell Konecky Wotkyns LLP and Aubry Wand of The Wand Law Firm, P.C. to represent the Class. You may appear at the hearing, but you don't have to. If you do not appear, you will be represented by class counsel.

The court may change the date and/or time of the hearing and/or the matter may be submitted on the briefs without further notice. If you are planning to attend, you should confirm the date and time in advance.

HOW CAN YOU GET MORE INFORMATION?

For more information, and to obtain copies of the full-length notice of the class action settlement, the Amended Settlement Agreement and other documents filed in this lawsuit, you can visit the settlement website www.shoesettlement.com, call toll free (844) 271-4789, write to Heffner Claims Group, Re: Dashnaw, et al. v. New Balance Athletics, Inc., P.O. Box 42220, Philadelphia, PA 19101-2220, or contact the Cclass Ccounsel at the information listed on the settlement website.