ORDER OF FINAL SETTLEMENT APPROVAL AND DISMISSAL WITH PREJUDICE AS TO THE LHDR DEFENDANTS AND MARSHALL BANKS, LLC

ROBERT J. BRYAN, District Judge.

WHEREAS, on August 30, 2012, this Court entered its Order Granting Preliminary Approval of Class Action Settlement (Dkt. No. 159) (the "Preliminary Approval Order"); and

WHEREAS, individual notice complying with Fed. R. Civ. P. 23 was sent to the last-known address of each reasonably identifiable member of the Settlement Class and Subclass, and where follow-up procedures outlined in the Settlement Agreements and approved by the Preliminary Approval Order have been completed; and

WHEREAS, a fairness hearing on final approval of the settlement was held before the Court on December 7, 2012; and

WHEREAS, the Court, being advised, finds that good cause exists for entry of the below Order; now, therefore,

IT IS HEREBY FOUND, ORDERED, ADJUDGED AND DECREED THAT:

1. Unless otherwise provided herein, all capitalized terms in this Order shall have the same meaning as set forth in the Settlement Agreements attached as Exhibits 1-2 to the Declaration of Toby J. Marshall in Support of Preliminary Approval (Dkt. No. 144) and/or Plaintiffs' Motion for Preliminary Approval (Dkt. No. 143).

2. The Court finds that notice to the Settlement Class and Subclass has been completed in conformity with the Preliminary Approval Order. The Court finds that this notice was the best notice practicable under the circumstances, that it provided due and adequate notice of the proceedings and of the matters set forth therein, and that it fully satisfied all applicable requirements of law and due process.

3. The Court finds that notice of the Settlement Agreements has been provided to the United States Attorney General and the Washington State Attorney General in accordance with 28 U.S.C. § 1715.

4. The Court finds it has personal and subject matter jurisdiction over all claims asserted in this Litigation with respect to all members of the Settlement Class and Subclass.

5. Pursuant to Rule 23(b)(3) of the Federal Rules of Civil Procedure, the Court certifies for settlement purposes only the following Settlement Class: "All Washington residents who executed an agreement with LHDR involving implementation, management or maintenance of a debt settlement program and who did not execute a timely and valid exclusion request in accordance with the LHDR Settlement Agreement."

6. Pursuant to Rule 23(c) of the Federal Rules of Civil Procedure, the Court certifies for settlement purposes only the following Settlement Subclass: "All Washington residents who, through the actions of Marshall Banks, became enrolled in a debt settlement program with Legal Helpers Debt Resolution, LLC and who did not execute a timely and valid exclusion request in accordance with the Marshall Banks Settlement Agreement."

7. In connection with these conditional certifications, the Court makes the following findings:

(a) The Settlement Class is so numerous that joinder of all members is impracticable;

(b) The Settlement Subclass is so numerous that joinder of all members is impracticable;

(c) There are questions of law or fact common to the Settlement Class for purposes of determining whether this settlement should be approved;

(d) There are questions of law or fact common to the Settlement Subclass for purposes of determining whether this settlement should be approved;

(e) Plaintiff's claims are typical of the claims being resolved through the proposed settlements;

(f) Plaintiff is capable of fairly and adequately protecting the interests of the Settlement Class and Settlement Subclass members in connection with the proposed settlement; (g) For purposes of determining whether the settlement is fair, reasonable and adequate, common questions of law and fact predominate over questions affecting only individual Settlement Class and individual Settlement Subclass members. Accordingly, the Settlement Class and Settlement Subclass are sufficiently cohesive to warrant settlement by representation; and

(h) For purposes of settlement, certification of the Settlement Class and Settlement Subclass is superior to other available methods for the fair and efficient settlement of the claims of the Settlement Class and Settlement Subclass members.

8. The Court has appointed Rosita Smith as representative of the Settlement Class and Settlement Subclass.

9. The Court has appointed Darrell Scott and Matthew Zuchetto of The Scott Law Group, P.S. and Toby Marshall of Terrell Marshall Daudt & Willie PLLC as counsel for the Settlement Class and the Settlement Subclass.

10. To the extent any timely-filed objections to the Settlements have been lodged, the Court has considered those objections and found they do not counsel against approval of the Settlements, and the objections are hereby overruled.

11. The terms set forth in the Settlements are approved as being fair, adequate, and reasonable in light of the degree of recovery obtained in relation to the risks faced by the Settlement Class and Subclass in litigating the claims. The Settlement Class and Subclass are properly certified as part of these settlements. The relief provided to the Settlement Class and Subclass under the Settlement Agreements is appropriate as to the individual members of the Settlement Class, Subclass, and as a whole.

12. The Court approves the payment of $666,122.27 in fees and costs to Class Counsel as fair and reasonable based on the lodestar and percentage-of-the-fund methods, which courts use to determine the reasonableness of fees. The Court reaches this conclusion after analyzing (1) the number of hours Class Counsel reasonably expended on the litigation multiplied by counsel's reasonable hourly rates; (2) the substantial financial recovery for Settlement Class and Subclass members (3) the diligent and efficient effort utilized by Class Counsel in litigating Plaintiff's claims; (4) Class Counsel's substantial experience in complex litigation and skill utilized to achieve the Settlement; and (5) the hurdles to certifying the Settlement Class and Subclass and proving liability and damages at trial.

13. The Court approves the incentive payment of $5,000 to Plaintiff Rosita Smith. This award reasonably compensates Plaintiff Smith for her time and effort in stepping forward to serve as proposed class representative, assisting in the investigation, keeping abreast of the litigation, and reviewing and approving the proposed settlement terms after consulting with Class Counsel.

14. The Settlements are binding on all Settlement Class and Subclass members.

15. Each member of the Settlement Class and Settlement Subclass shall be entitled to receive a pro rata share of the Net Settlement Proceeds as set forth in the respective Settlement Agreements. Any Settlement Class Member or Settlement Subclass Member who fails to cash or deposit a disbursement check issued to that member after a period of 180 calendar days has elapsed from the date on which the disbursement check was issued will not receive a share of relevant Net Settlement Proceeds but will be bound nevertheless by the terms of the relevant Settlement Agreement.

16. All Settlement Class Members are bound by the terms of the Settlement Agreement with the LHDR Defendants. As of that Settlement Agreement's Effective Date, all Settlement Class Members shall conclusively be deemed to have irrevocably released, relinquished, and forever discharged all claims against all released entities and individuals as set forth in the Settlement Agreement. The Settlement Agreement with the LHDR Defendants provides: "As of the Effective Date of this Settlement Agreement, Plaintiff and each and every member of the Settlement Class, individually and as a Settlement Class, for themselves, their attorneys, spouses, executors, representatives, heirs, successors, and assigns, in consideration of the relief set forth in the Settlement Agreement, the sufficiency of which is acknowledged, will, to the extent permitted by law and subject only to the exception set forth in Section III.B below, fully and finally release the LHDR Defendants and all present and former LHDR members, officers, managers and employees, and their respective spouses, successors and assigns, from any and all past or present claims, debts, demands, causes of action, liabilities, losses, obligations, costs, fees, interest, attorneys' fees, expenses, damages, punitive damages, and injuries of every kind, nature and description that directly or indirectly relate to, or arise out of, or stem from the subject matter of this Action or any matters, transactions, occurrences, or omissions referred to in the pleadings or other papers filed or produced in this Action. The released claims include but are not limited to statutory claims under Washington's Debt Adjusting Law (Chapter 18.28 RCW) and Consumer Protection Act (Chapter 19.86 RCW), or other state or federal statutory laws or regulations, and common law claims, whether found in tort or contract."

17. All Settlement Subclass Members are bound by the terms of the Settlement Agreement with Marshall Banks. As of the settlement's Effective Date, all Settlement Subclass Members shall conclusively be deemed to have irrevocably released, relinquished, and forever discharged all claims against all released entities and individuals as set forth in the Settlement Agreement. The Settlement Agreement with Marshall Banks provides: "As of the Effective Date of this Settlement Agreement, Plaintiff and each and every member of the Settlement [Subclass], individually and as a Settlement [Subclass], for themselves, their attorneys, spouses, executors, representatives, heirs, successors, and assigns, in consideration of the relief set forth in the Settlement Agreement, the sufficiency of which is acknowledged, will, to the extent permitted by law and subject only to the exception set forth in Section III.B below, fully and finally release Marshall Banks and all present and former members, officers, managers and employees of Marshall Banks, and their respective spouses, successors and assigns, from any and all past or present claims, debts, demands, causes of action, liabilities, losses, obligations, costs, fees, interest, attorneys' fees, expenses, damages, punitive damages, and injuries of every kind, nature and description, known or unknown, that directly or indirectly relate to, or arise out of, or stem from the subject matter of this Action or any matters, transactions, occurrences, or omissions referred to, or that could have been referred to, in the pleadings or other papers filed or produced in this Action. The released claims include but are not limited to statutory claims under Washington's Debt Adjusting Law (Chapter 18.28 RCW) and Consumer Protection Act (Chapter 19.86 RCW), or other state or federal statutory laws or regulations, and common law claims, whether found in tort or contract."

18. As of the Effective Date, all Settlement Class Members and Settlement Subclass Members are forever barred and enjoined from commencing, prosecuting or continuing to prosecute, either directly or indirectly, in this or any other jurisdiction or forum, any of the claims that are released by the respective Settlement Agreements or barred by the entry of judgment in this action.

19. Neither this Order nor any aspect of the Settlement Agreements is to be construed or deemed an admission of liability, culpability, negligence, or wrongdoing on the part of the LHDR Defendants or Marshall Banks. The LHDR Defendants and Marshall Banks specifically deny any liability. Each of the Parties to the settlements entered into the Settlement Agreements with the intention to avoid further disputes and litigation with the attendant inconvenience and expenses.

20. This Court hereby dismisses this action with prejudice as to all Settlement Class and Subclass members except those who have timely and properly excluded themselves from the Settlement Class or Subclass. Individuals who have timely and properly excluded themselves from the Class and are thus not bound by this Judgment are listed on Exhibit A, which is attached to this order.

21. The Clerk shall enter final judgment dismissing with prejudice all claims against the following Defendants: Legal Helpers Debt Resolution, LLC; Jason Searns, individually and on behalf of the marital community of Jason Searns and Jane Doe Searns; Thomas G. Macey, individually and on behalf of the marital community of Thomas G. Macey and Jane Doe Macey; Jeffrey Aleman, individually and on behalf of the marital community of Jeffrey Aleman and Jane Doe Aleman; Jeffrey Hyslip, individually and on behalf of the marital community of Jeffrey Hyslip and Jane Doe Hyslip; and Marshall Banks, LLC. This dismissal shall be without costs or attorneys' fees to any Party.

22. The dismissal of the claims against the LHDR Defendants and Marshall Banks is without prejudice to the rights of the Parties to enforce the terms of the Settlement Agreements and the rights of Class Counsel to seek the payment of fees and costs as provided for in the Settlement Agreements. Without affecting the finality of this Order, or the judgment to be entered pursuant hereto, in any way, the Court retains jurisdiction over the claims against the LHDR Defendants and Marshall Banks for purposes of resolving any disputes that may arise under the Class Settlement Agreement.

23. The dismissal of the claims against the LHDR Defendants and Marshall Banks is without prejudice to the rights of Plaintiff and Settlement Class and Subclass members to pursue claims against the non-settling Defendants in this action, including Legal Services Support Group, LLC; JEM Group, Inc.; and Joanne Garneau, individually and on behalf of the marital community of Joanne Garneau and Arthur Garneau.

EXHIBIT A

List of Individuals Who Executed Timely and Proper Exclusion Requests

1. Christina Geery

2. Patricia Miles

3. Kathleen Ballard