Tentative Aliens: Colonial Marines Settlement

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Plaintiff Lockes Motion for Preliminary Approval of
Class Action Settlement

Case No. 3:13-cv-01962-JD

Mark S. Eisen (SBN 289009)
meisen@edelson.com
EDELSON PC
555 West Fifth Street, 31st Floor
Los Angeles, California 90013
Tel: 213.533.4100
Fax: 213.947.4251

Rafey S. Balabanian (Admitted pro hac vice)
rbalabanian@edelson.com
Benjamin S. Thomassen (Admitted pro hac vice)
bthomassen@edelson.com
EDELSON PC
350 North LaSalle Street, Suite 1300
Chicago, Illinois 60654
Tel: 312.589.6370
Fax: 312.589.6378

Attorneys for Plaintiffs and the Putative Class

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION

DAMION PERRINE and JOHN LOCKE,
individually and on behalf of all others similarly
situated,

Plaintiffs,

v.

SEGA OF AMERICA, INC., a California
corporation, and GEARBOX SOFTWARE,
L.L.C., a Texas limited liability company,

Defendants.


PLAINTIFF LOCKES NOTICE OF
MOTION AND MOTION FOR
PRELIMINARY APPROVAL OF CLASS
ACTION SETTLEMENT AGREEMENT

Date: September 17, 2014
Time: 9:30 a.m.

Judge: Honorable James Donato
Action Filed: April 29, 2013

Case3:13-cv-01962-JD Document78 Filed08/11/14 Page1 of 30
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NOTICE OF MOTION
NOTICE IS HEREBY GIVEN that on September 17, 2014 at 9:30 a.m., or at such other
time as may be set by the Court, Plaintiff John Locke will move the Court, pursuant to Federal
Rule of Civil Procedure 23, to grant preliminary approval of the partial class action settlement
reached by Plaintiff Locke and Defendant Sega of America, Inc., and attached hereto as Exhibit 1,
in Courtroom 11, 19th Floor, 450 Golden Gate Avenue, San Francisco, California 94102, before
the Honorable James Donato.
Plaintiff Locke seeks preliminary approval of this class action settlement, certification of
the proposed settlement class, appointment of Plaintiff Locke as class representative, and
appointment of his counsel as class counsel. The Motion is based on this Notice of Motion, the
Memorandum of Points and Authorities, oral argument of counsel, all documents in the record,
and any other matter that may be submitted or raised at the hearing.

Dated: August 11, 2014

Respectfully Submitted,

JOHN LOCKE, individually and on behalf of the
Class of similarly situated individuals,
/s/_Rafey S. Balabanian__________
One of Plaintiffs Attorneys

EDELSON PC
Tel: 312.589.6370
Fax: 312.589.6378


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Table of Contents
I. INTRODUCTION ............................................................................................................. 1
II. BACKGROUND ................................................................................................................ 2
A. The Facts ...................................................................................................................... 2
B. The Litigation and Settlement History ...................................................................... 3
III. TERMS OF THE SETTLEMENT AGREEMENT ....................................................... 5
A. Monetary Relief ........................................................................................................... 5
B. Notice and Administrative Expenses ......................................................................... 6
C. Incentive Award for Class Representative ................................................................ 6
D. Attorneys Fees and Expenses .................................................................................... 6
E. Release .......................................................................................................................... 6
IV. THE PROPOSED SETTLEMENT CLASS SHOULD BE CERTIFIED .................... 6
A. The Requirement of Numerosity is Satisfied ............................................................ 8
B. The Requirement of Commonality is Satisfied ......................................................... 8
C. The Requirement of Typicality is Satisfied ............................................................... 9
D. The Requirement of Adequate Representation is Satisfied ................................... 10
E. The Proposed Settlement Class Meets the Requirements of Rule 23(b)(3) ......... 11
1. Common Questions of Law and Fact Predominate ............................................... 12
2. A Class Action is the Superior Method for Adjudicating this Controversy .......... 12
V. THE COURT SHOULD APPOINT PLAINTIFFS COUNSEL AS CLASS
COUNSEL ........................................................................................................................ 14
VI. THE PROPOSED SETTLEMENT WARRANTS PRELIMINARY
APPROVAL ..................................................................................................................... 14
A. The Settlement is the Product of Serious, Informed,
Non-Collusive Negotiations ...................................................................................... 15
B. There Are No Obvious Deficiencies in the Proposed Settlement .......................... 16
C. The Proposed Settlement Does Not Give Preferential Treatment to Any
Settlement Class Members ....................................................................................... 17
D. The Settlement Falls Within the Range of Possible Approval .............................. 17
VII. THE PROPOSED NOTICE PLAN SHOULD BE APPROVED ................................ 20
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VIII. CONCLUSION ................................................................................................................ 22

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Table of Authorities
United States Supreme Court Cases:
Amchem Prods. Inc. v. Windsor, 521 U.S. 591 (1997) ............................................................. 7, 13
Eisen v. Carlisle & Jacquelin, 417 U.S. 156 (1974) .................................................................... 20
Erica P. John Fund, Inc. v. Halliburton Co., 131 S. Ct. 2179 (2011) ............................................ 7
Wal-Mart Stores, Inc. v. Dukes, 131 S. Ct. 2541 (2011) ............................................................. 7, 8
United States Circuit Court of Appeals Cases:
Ellis v. Costco Wholesale Corp., 657 F.3d 970 (9th Cir. 2011) ...................................................... 7
Evon v. Law Offices of Sidney Mickell, 688 F.3d 1015 (9th Cir. 2012) .......................................... 8
Hanon v. Dataproducts Corp., 976 F.2d 497 (9th Cir. 1992) ......................................................... 9
Hanlon v. Chrysler Corp., 150 F.3d 1011 (9th Cir. 1998) ............................................................ 12
In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454 (9th Cir. 2000) .................................................. 19
In re Syncor ERISA Litig., 516 F.3d 1095 (9th Cir. 2008) ........................................................... 14
Murray v. GMAC Mortg. Corp., 434 F.3d 948 (7th Cir. 2006) .................................................... 13
Staton v. Boeing Co., 327 F.3d 938 (9th Cir. 2003) ........................................................................ 7
Sullivan v. DB Invs., Inc., 667 F.3d 273 (3d Cir. 2013) ................................................................ 19

United Steel, Paper & Forestry, Rubber, Mfg. Energy Allied Indus. & Serv. Workers
Intl Union v. ConocoPhillips Co., 593 F.3d 802 (9th Cir. 2010) ....................................... 7
Valentino v. Carter-Wallace, Inc., 97 F.3d 1227 (9th Cir. 1996) ................................................. 13
Wolin v. Jaguar Land Rover N. Am., LLC, 617 F.3d 1168 (9th Cir. 2010) ..................... 9, 12, 13
Zinser v. Accufix Research Inst., Inc., 253 F.3d 1180 (9th Cir. 2001) .......................................... 11
United States District Court Cases:
Beck-Ellman v. Kaz USA, Inc., 283 F.R.D. 558 (S.D. Cal. 2012) ............................................... 7

Boring v. Bed Bath & Beyond of Cal. LLC, No. 12-cv-05259,
2013 WL 6145706 (N.D. Cal. Nov. 21, 2013) .......................................................... 15, 17
Bruno v. Quten Research Inst., LLC, 280 F.R.D. 524 (C.D. Cal. 2011) ................................... 12
Celano v. Marriott Intl, Inc., 242 F.R.D. 544 (N.D. Cal. 2007) .................................................... 8
Chamberlan v. Ford Motor Co., 223 F.R.D. 524 (N.D. Cal. 2004) .................................... 11, 13

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Ching v. Siemens Indus., Inc., No. 11-cv-4838,
2013 WL 6200190 (N.D. Cal. Nov. 26, 2013) ......................................................... 15, 17
Cole v. Asurion Corp., 267 F.R.D. 322 (C.D. Cal. 2010) ........................................................... 9

Cordy v. USS-Posco Indus.,
No. 12-cv-00553, 2014 WL 212587 (N.D. Cal. Jan. 17, 2014) ............................... 15, 17
Guido v. LOreal, USA, Inc., 284 F.R.D. 468 (C.D. Cal. 2012) ........................................... 7, 9, 12

Harris v. Marketing Corp., No. 08-cv-5198,
2011 WL 1627973 (N.D. Cal. Apr. 29,2011) ................................................................ 15

Holloway v. Full Spectrum Lending, No. 06-cv-5975,
2007 WL 7698843 (C.D. Cal. June 26, 2007) ............................................................... 13
In re Ferrero Litig., 278 F.R.D. 552 (S.D. Cal. 2011) .............................................................. 11
In re Rubber Chems. Antitrust Litig., 232 F.R.D. 346 (N.D. Cal. 2005) ..................................... 8
In re Tableware Antitrust Litig., 484 F. Supp. 2d 1078 (N.D. Cal. 2007) .............................. 15, 17
Johns v. Bayer Corp., 280 F.R.D. 551 (S.D. Cal. 2012) ............................................................... 12

Nigh v. Humphreys Pharmacal, Inc., No. 12-cv-12714,
2013 WL 5995382 (S.D. Cal. Oct. 23, 2013) .................................................................... 16

Tijero v. Aaron Bros., Inc., No. 10-cv-01089,
2013 WL 6700102 (N.D. Cal. Dec. 19, 2013) ................................................................. 17
Vandervort v. Balboa Capital Corp., 287 F.R.D. 554 (C.D. Cal. 2012) ................................... 13

Villegas v. J.P. Morgan Chase & Co., No. 09-cv-00261,
2012 WL 5878390 (N.D. Cal. Nov. 21, 2012) .......................................................... 17, 19

Weeks v. Kellogg Co., No. 09-cv-08102, 2013 WL 6531177 (C.D. Cal. Nov. 23, 2013) ............ 20

Whitten v. ARS Nat. Servs., Inc., No. 00 C 6080,
2001 WL 1143238 (N.D. Ill. Sept. 27, 2001) ................................................................ 11

Williams v. Costco Wholesale Corp., No. 02-cv-2003,
2010 WL 761122 (S.D. Cal. Mar. 4, 2010) ................................................................... 15

Wyatt v. Creditcare, Inc., No. 04-cv-03681, 2005 WL 2780684 (N.D. Cal. Oct. 25, 2005) ..... 10

Zeisel v. Diamond Foods, Inc., No. 10-cv-01192,
2011 WL 2221113 (N.D. Cal. June 7, 2011) ................................................................. 10
California Court of Appeal Cases:
In re Vioxx Class Cases, 103 Cal. Rptr. 3d 83 (Cal. Ct. App. 2009) ........................................ 18

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Statutes:
Cal. Bus. & Prof. Code 1720 et seq ......................................................................................... 3, 4
Cal. Bus. & Prof. Code 17500 et seq ........................................................................................... 3
Cal. Civ. Code 1750 et seq ........................................................................................................... 3
Fed. R. Civ. P. 23 .................................................................................................................. passim
28 U.S.C. 1715 .......................................................................................................................... 21
Miscellaneous:
Federal Judicial Center,
Judges Class Action Notice and Claims Process Checklist and Plain Language Guide
(2010), available at http://www.fjc.gov/public/pdf.nsf/lookup/NotCheck.pdf/
$file/NotCheck.pdf ............................................................................................................ 20
Herbert B. Newberg & Alba Conte, Newberg on Class Actions (4th ed. 2002) ..................... 14, 20
Manual for Complex Litigation (Fourth) (2004) .................................................................... 7, 14

National Consumer Law Center,
About Us, http://www.nclc.org/about-us/about-us.html (last visited July 30, 2014) ........ 16
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I. INTRODUCTION
This proposed class action settlement resolves claims against Defendant Sega of America,
Inc. (Sega) arising out of the allegedly deceptive marketing of the highly-anticipated video game
Aliens: Colonial Marines, produced and developed by Sega and co-Defendant Gearbox Software,
LLC (Gearbox).
1
The agreement, reached after extensive investigation, substantive motion
practice, formal and informal discovery, and a lengthy mediation with the Honorable Rebecca
Westerfield (ret.) at JAMS in San Francisco, provides an exceptional result for consumers who
purchased the video game based on alleged misrepresentations about its quality and features.
Specifically, the agreement provides that Sega will establish a $1,250,000 non-reversionary
settlement fund that, following payment of certain costs and expenses, will be distributed to
claimants within the class.
Avoiding some of the pitfalls of other settlements, no amount of the fund will revert back
to Sega. Nor will any amount of the fund be distributed to cy pres unless and until every class
member submitting a valid claim has received a distribution from the settlement fund up to a full
refund of their purchase price. And depending on how many class members ultimately submit
claims against the fund, it is entirely possible that claiming class members will receive a full
refund, making them more than whole, considering that they will also get to keep the video game.
In any event, even if every member of the proposed class submitted a claim, they would each still
receive a significant portion of their purchase price back, and because this is not a case about a
worthless or non-functional product, but rather, class members being induced to overpay for the
game, such a recovery would still be appropriate. And all of this will be achieved while avoiding
the risk, delay, and expense of continued litigation against Sega. Also, and quite importantly, the
settlement only releases claims against Seganot Gearbox so the litigation will continue as to

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Aliens: Colonial Marines is a first-person shooter game that, while hailed as the true
sequel to James Camerons 1986 film Aliens, puts the player in the role of a United States
Colonial Marine on a search-and-rescue mission occurring after the events of the film Alien 3
(1992). In the game, the player encounters enemies including aliens from the film franchise and
human mercenaries.
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that defendant with the prospect of further recovery. Indeed, class members who are not made
whole from the settlement fund created by this partial settlementeither because they choose not
to submit a claim against the fund or because they submitted a claim but received a payment less
than their total injurywill have another chance to recover in this litigation against Gearbox. In
short, the instant settlement is an excellent result for the class.
Accordingly, and as further discussed below, Plaintiff John Locke (Plaintiff) respectfully
requests that this Court certify a class for settlement purposes, appoint him as representative of the
settlement class and his counsel as class counsel, preliminarily approve the partial settlement, and
approve a plan to notify the class of the same.
II. BACKGROUND
A. The Facts
2

In 2006, to much fanfare, Sega announced it would produce a video game sequel to the
1986 blockbuster film Aliens, entitled Aliens: Colonial Marines. The game was to be developed
by Gearbox. Production of the game suffered several delays, however, and Plaintiff alleges that by
2011 consumer excitement for the game began to wane. Plaintiff goes on to allege that Sega and
Gearbox began a marketing campaign to once again drum up anticipation for the games
approaching release date, and that as part of their marketing efforts, and as is the norm in the
industry, they jointly hosted narrated demonstrations of Aliens: Colonial Marines where their
agents would play the game before a crowd. Video footage of the demonstrations was uploaded to
Segas YouTube channel for the general public to view and featured on various popular video
game industry websites. Plaintiff alleges that while Sega and Gearbox each represented and
promoted the demonstrations as exhibiting actual gameplay content from the to-be-released retail
version of the game, in reality the retail version turned out to be nothing like the game

2
The parties differing takes on certain facts have been well-documented for the Court, and
Plaintiff provides his view of the facts here insofar as they provide necessary context for
consideration of the fairness of the instant settlement. (See Dkts. 1, 14, 26, 29, 30, 31, 43.) Sega,
of course, disputes Plaintiffs version of the facts, and denies any wrongdoing whatsoever.
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demonstrated to consumers. Plaintiff maintains that consumers who purchased the game on or
before its February 12, 2013 retail release date did not learn of the differences until after purchase.
In the fall of 2012, Plaintiff preordered a copy of Aliens: Colonial Marines based on the
many gameplay demonstrations he had seen. (Dkt. 26 76, 81.) He received his copy of the game
in the mail on February 12, 2013, the day it was released. (Id.)
3
Approximately 135,000
individuals in the United States also purchased copies of the game on or before the release date of
February 12, 2013. (Declaration of Rafey S. Balabanian (Balabanian Decl.) 7, a copy of which
is attached as Exhibit 2.)
4
Plaintiff asserts that had he known that certain features present in the
demonstrations would not exist in the retail version of the game, he would have either waited to
purchase the game (and taken advantage of the price drops that occurred shortly after the games
release) or not purchased the game at all, and contends that other early purchasers would have
done the same. (Dkt. 26 80, 83, 127, 146, 152, 163, 174.)
B. The Litigation and Settlement History
On July 5, 2013, in response to these alleged misrepresentations regarding Aliens: Colonial
Mariness gameplay, Plaintiff filed a First Amended Complaint pleading the following causes of
action: (a) violation of Californias Consumer Legal Remedies Act (CLRA), Cal. Civ. Code
1750 et seq.; (b) violation of Californias Unfair Competition Law (UCL), Cal. Bus. & Prof.
Code 1720 et seq.; (c) violation of Californias False Advertising Law (FAL), Cal. Bus. &
Prof. Code 17500 et seq.; (d) breach of express warranties; (e) fraud in the inducement; and (f)
negligent misrepresentation of the use, functionality, operation, and performance of the game.

3
Defendants sold three versions of Aliens: Colonial Marines: (1) a PC version that sold for
$50, (2) a console version available for Xbox 360 and PlayStation 3 that sold for $60, and (3) a
collectors edition of the console version that sold for $100 and included, in addition to the game,
a collectible figure and special packaging.
4
While the parties had previously represented to the Court that approximately 150,000
individuals had purchased the game on or before the release date, Sega has informed Plaintiff that
that number included all North American purchasers, including those in Mexico and Canada.
According to Sega, the number of U.S. purchasers is estimated to be on the order of 132,000
135,000. (Balabanian Decl. 7.)
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(Dkt. 26.)
5
Sega and Gearbox moved to dismiss, arguing that software is not a covered good
under the CLRA and that Plaintiff failed to set out the terms of the warranty at issue in his breach
of express warranty claims. (Dkt. 29.) On October 10, 2013, after full briefing, the Court denied
the motion to dismiss in its entirety. (Dkts. 30, 31, 32.) Sega and Gearbox then jointly answered
the amended complaint, denying the material allegations of the complaint and setting forth eight
affirmative defenses. (Dkt. 43.)
With the pleadings set, both sides initiated discovery, including the propounding of
interrogatories and requests for production, and the scheduling of Plaintiffs deposition.
(Balabanian Decl. 4.) During the discovery process, counsel for both sides also began discussing
the possibility of attempting to resolve this matter through private mediation. (Id. 5.)
Consequently, they agreed to focus the exchange of discovery on issues each side would need to
effectively advocate their respective settlement position, including information regarding the size
of the class and the marketing and sale of the game. (Id. 56.)
6
The parties also drafted and
exchanged mediation briefs prior to the mediation that contained additional factual information as
well as each sides ultimate legal positions. (Id. 8.)
On January 21, 2014, counsel for the parties met at JAMS in San Francisco and engaged in
a full day of mediated negotiations with the assistance of Judge Westerfield. (Balabanian Decl.
9.) At the end of the day, the parties had made substantial progress towards a resolution but were
unable to reach an agreement. (Id.) However, Plaintiffs left Sega and Gearbox with their best-and-
final offer: a $1.25 million non-reversionary settlement to release just Sega, or a $2 million non-

5
An original complaint had been filed by Damion Perrine, another purchaser of the game.
(Dkt. 1.) Mr. Perrine has since decided that he is no longer able to serve as a named plaintiff in
this matter, and has moved to withdraw as a plaintiff and to voluntarily dismiss his claims without
prejudice. (Dkt. 69.)
6
This information included the number of copies of the game sold as of the release date, a
copy of the agreement entered into between Sega and Gearbox to develop and publish the game, a
complete list of all trailers advertising the game, links and descriptions of the code used to create
the game trailers, and a detailed description of a live gameplay event that took place shortly before
the games release date. (Balabanian Decl. 6.)
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reversionary settlement to release both defendants. (Id.) After some further negotiations, the
parties reached a compromise in which claims against both Defendants would be released in
exchange for their creating a $2 million settlement fund, with the potential for a partial reverter of
$750,000. (Id. 10.)
At a case management conference on June 26, 2014, however, this Court expressed some
concerns about the terms of that compromise agreement, and Locke and Sega thus attempted to re-
negotiate the agreement to address those concerns. (Balabanian Decl. 11.) Ultimately, Sega
agreed to the settlement that Plaintiff had proposed at the end of the mediation, which Plaintiff
now presents to this Court for preliminary approval. (Id.) Gearbox declined to participate in the
settlement, is not contributing to any portion of the proposed settlement payment, and thus is not a
party to this settlement. (Id. 12.) Consequently, the proposed settlement releases no claims
against Gearbox, and litigation is expected to continue against Gearbox even if the proposed
settlement with Sega is approved. (Id.)
III. TERMS OF THE SETTLEMENT AGREEMENT
A copy of the settlement agreement between Plaintiff and Sega (the Settlement
Agreement or Agreement) is attached hereto as Exhibit 1. The key terms of the Agreement are
briefly summarized as follows:
A. Monetary Relief
Sega has agreed to establish a settlement fund of $1,250,000. (Agreement 1.34.)
Following payment of all settlement administration expenses, attorneys fees, and an incentive
award, the money in the fund will be distributed pro rata to all class members who submit a
simple, three-question claim form. (Agreement 2.1(a).) The amount that any individual class
member may receive from the fund is capped at the amount they paid for the game. (Id.) In the
event that any money remains in the fund after each individual class member submitting a valid
claim has received a full refund of their purchase price, any such remainder shall be donated to the
National Consumer Law Center (NCLC) and Consumers Union. (Agreement 1.9; 2.1(b).) In
no event shall any portion of the fund revert to Sega.
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B. Notice and Administrative Expenses
The settlement will be administrated by KCC Class Action Services (KCC). (Agreement
1.31.) All notice and administrative expenses will be paid from the fund, and, pursuant to an
agreement with KCC, shall not exceed $200,000. (Agreement 1.30.)
C. Incentive Award for Class Representative
In recognition of Plaintiffs time and effort serving as class representative, the parties have
agreed that, subject to this Courts approval, Plaintiff shall be paid an incentive award of $2,500
from the fund in addition to any amounts to which he is otherwise entitled as a claiming class
member. (Agreement 9.3.)
D. Attorneys Fees and Expenses
The parties have agreed that Plaintiffs counsel shall be paid reasonable attorneys fees and
expenses from the fund in an amount to be determined by this Court but not exceeding $312,500.
(Agreement 9.19.2.)
E. Release
In exchange for the relief described above, Segabut not Gearboxwill receive a full
release of all claims related to Aliens: Colonial Marines, including claims relating to the design,
marketing, operation of, or warranties provided in connection with, the game. (Agreement
1.241.26; 3.13.2.)
IV. THE PROPOSED SETTLEMENT CLASS SHOULD BE CERTIFIED

Plaintiff respectfully requests that the following class be certified:

All persons in the United States and its territories that, prior to or on February 12,
2013, paid for a copy of Aliens: Colonial Marines.
7

This class is the same as that proposed in the original complaint in this action. (Dkt. 1 6667.)

7
Plaintiff further requests that the following persons be excluded from the class: (1) all
persons who file timely requests for exclusion; (2) all persons who had their claims discharged in
bankruptcy, finally adjudicated on the merits, or otherwise released against Sega; (3) Sega, the
settlement administrator, and any respective parent, subsidiary, affiliate, or control person of
either, as well as their officers, directors, agents, servants, or employees; (4) any judge presiding
over this action; and (5) the immediate family members of any such person.
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Prior to granting preliminary approval of a settlement, a court should determine that the
proposed settlement class is proper for settlement purposes, and thus appropriate for certification.
Manual For Complex Litigation 21.632 (4th ed. 2004); Amchem Prods. Inc. v. Windsor,
521 U.S. 591, 620 (1997); Staton v. Boeing Co., 327 F.3d 938, 952 (9th Cir. 2003). To certify a
class, Plaintiff must demonstrate that the proposed class and proposed class representative meet
the following prerequisites of Rule 23(a): numerosity, commonality, typicality, and adequacy of
representation. Fed. R. Civ. P. 23(a)(1)(4). Where, as here, Plaintiff seeks certification under
Rule 23(b)(3), he must also show that common questions of law or fact predominate and that
maintenance of the lawsuit as a class action is superior to other methods of adjudication. Fed. R.
Civ. P. 23(b)(3); see also Erica P. John Fund, Inc. v. Halliburton Co., 131 S. Ct. 2179, 2184
(2011). Although in some cases a court may have to probe behind the pleadings to determine
whether the plaintiffs have met the requirements of Rule 23, courts only consider the merits of a
plaintiffs claim insofar as they overlap with the certification requirements. Wal-Mart Stores, Inc.
v. Dukes, 131 S. Ct. 2541, 255152 (2011); see also Ellis v. Costco Wholesale Corp., 657 F.3d
970, 981 (9th Cir. 2011); United Steel, Paper & Forestry, Rubber, Mfg. Energy Allied Indus. &
Serv. Workers Intl Union v. ConocoPhillips Co., 593 F.3d 802, 808 (9th Cir. 2010) (stating that a
courts class certification determination should be based on the analysis of Rule 23s criteria and
not on the underlying merits of the claim).
Moreover, courts throughout the Ninth Circuit have held that certification is appropriate in
cases such as this, where the classs claims are based primarily upon the uniform design,
marketing, and sale of a product of diminished value. See, e.g., Beck-Ellman v. Kaz USA, Inc.,
283 F.R.D. 558, 566 (S.D. Cal. 2012) (citing collected cases) (Courts routinely certify diminished
value/overpayment claims . . . .); Guido v. LOreal, USA, Inc., 284 F.R.D. 468, 478 (C.D. Cal.
2012) on reconsideration, 2012 WL 2458118 (C.D. Cal. June 25, 2012) (certifying class that
suffered loss in value and usefulness of product based on alleged omissions and
misrepresentations in advertising and promotion). In this case, the proposed class meets each of
the prerequisites for certification.
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A. The Requirement of Numerosity is Satisfied
The numerosity prerequisite is met when the class is so numerous that joinder of all
members is impractical. Fed. R. Civ. P. 23(a)(1). To satisfy this requirement there is no
specific number required, nor are plaintiffs required to state the exact number of potential
class members. Celano v. Marriott Intl, Inc., 242 F.R.D. 544, 548 (N.D. Cal. 2007). Rather,
courts are permitted to make common sense assumptions to support a finding that joinder would
be impracticable. In re Rubber Chems. Antitrust Litig., 232 F.R.D. 346, 350 (N.D. Cal. 2005).
Generally, courts find the numerosity requirement satisfied when the proposed class comprises 40
or more members. Celano, 242 F.R.D. at 549.
Through discovery and the exchange of information prior to mediation, Sega confirmed
that approximately 135,000 U.S. consumers purchased Aliens: Colonial Marines either on or
before February 12, 2013. (Balabanian Decl. 7.) Accordingly, there is no question that joinder of
all members of the proposed class would be impractical and that Rule 23(a)(1)s numerosity
requirement is satisfied.
B. The Requirement of Commonality is Satisfied
The second threshold to certification requires that there are questions of law or fact
common to the class. Fed. R. Civ. P. 23(a)(2). Simply put, commonality requires the
representative plaintiffs to demonstrate that the proposed class members have suffered the same
injury. Dukes, 131 S. Ct. at 2551 (quoting Gen. Tel. Co. of Sw. v. Falcon, 457 U.S. 147, 157
(1982)). The common contention must be of such a nature that it is capable of class-wide
resolution, and that the determination of its truth or falsity will resolve an issue that is central to
the validity of each one of the claims in one stroke. Dukes, 131 S. Ct. at 2545. Moreover, the
permissive standard of commonality does not require all questions to be common and provides
that [w]here the circumstances of each particular class member vary but retain a common core of
factual or legal issues with the rest of the class, commonality exists. Evon v. Law Offices of
Sidney Mickell, 688 F.3d 1015, 1029 (9th Cir. 2012) (quoting Parra v. Bashas, Inc., 536 F.3d
975, 97879 (9th Cir. 2008)). Commonality is satisfied here.
Plaintiff alleges that Defendants made identical, false and misleading statements to the
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class by advertising the same exact actual gameplay demonstrations to them. Plaintiff also
claims that the class members suffered injuries identical in nature, as they all received the same
game of lesser value in lieu of what they were allegedly promised and paid for. (Dkt. 26 at 19
50.) As a result, some of the common factual questions include (1) whether Defendants made false
representations regarding the features and gameplay of Aliens: Colonial Marines; (2) whether
Defendants made these representations to induce consumers into purchasing the game; (3) whether
Defendants notified consumers that they would not include the represented features in the retail
version of the game; and (4) whether these common facts establish violations of the California
statutory and common law claims thereby entitling Plaintiff and the class to relief (and the nature
of such relief).
Regardless of the answers to any of these questions, they will be the same for Plaintiff and
each member of the class because they are not based on any individual class members conduct,
but instead, on Defendants alleged uniform marketing campaign and warranties, and thus can be
resolved in a single stroke. See Guido, 284 F.R.D. at 477 (concluding that commonality is satisfied
when there are issues of whether defendants alleged omissions and misrepresentations . . . are
unlawful, deceptive, unfair, or misleading to reasonable consumers. . . .).
Thus, there are multiple questions of law and fact common to the proposed class members,
and the commonality requirement is satisfied.
C. The Requirement of Typicality is Satisfied
Rule 23 next requires that Plaintiffs claims be typical of those of the proposed settlement
class. Fed. R. Civ. P. 23(a)(3). The purpose of the typicality requirement is to assure that the
interest of the named representative aligns with the interests of the class. Wolin v. Jaguar Land
Rover N. Am., LLC, 617 F.3d 1168, 1175 (9th Cir. 2010). The typicality requirement is closely
related to the commonality requirement and is satisfied if the plaintiffs claims arise from the same
practice or course of conduct that gives rise to the claims of other class members. Cole v. Asurion
Corp., 267 F.R.D. 322, 326 (C.D. Cal. 2010) (citing Hanon v. Dataproducts Corp., 976 F.2d 497,
508 (9th Cir. 1992)). Under the rules permissive standards, [r]epresentative claims are typical
if they are reasonably co-extensive with those of absent class members; they need not be
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substantially identical, however. Zeisel v. Diamond Foods, Inc., No. 10-cv-01192, 2011 WL
2221113, at *7 (N.D. Cal. June 7, 2011) (quoting Hanlon v. Chrysler Corp., 150 F.3d 1011, 1020
(9th Cir. 1998)).
Here, Plaintiff and the proposed settlement class share the same legal theories that are
based upon the same core set of alleged facts and result in a claim for uniform damages. That is,
Plaintiff and the proposed class members were each subjected to the same alleged uniform and
widely disseminated misrepresentations about the actual gameplay of Aliens: Colonial Marines.
And because the retail version failed to live up to the alleged misrepresentations, each member of
the proposed settlement class, like Plaintiff, overpaid for the game. Accordingly, by pursuing his
own claims, Plaintiff will necessarily advance the interests of the settlement class in satisfaction of
Rule 23(a)(3)s typicality requirement.
D. The Requirement of Adequate Representation is Satisfied
The final Rule 23(a) prerequisite requires that the proposed class representative has and
will continue to fairly and adequately protect the interests of the class. Fed. R. Civ. P. 23(a)(4).
This factor requires both that the named representatives . . . appear able to prosecute the action
vigorously through qualified counsel, and . . . not have antagonistic or conflicting interests with
the unnamed members of the class. Wyatt v. Creditcare, Inc., No. 04-cv-03681, 2005 WL
2780684, at *5 (N.D. Cal. Oct. 25, 2005) (quoting Lerwill v. Inflight Motion Pictures, Inc.,
582 F.2d 507, 512 (9th Cir. 1978)). In this case, Plaintiff has no interests antagonistic to those of
the settlement class. (Balabanian Decl. 20.) In fact, Plaintiff has the exact same interests as the
other proposed class members because they have all been injured in the exact same manner by
Defendants alleged conduct, and Plaintiff thus has and will continue to adequately represent the
interests of the settlement class. (Id.)
Further, proposed class counsel have regularly engaged in major complex litigation
involving consumer technology issues, have frequently been appointed lead class counsel by
courts throughout the country, have the resources necessary to conduct litigation of this nature,
and have extensive experience in consumer class action lawsuits that are similar in size, scope, and
complexity to the present case. (Balabanian Decl. 18; see also Firm Resume of Edelson PC, a
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true and accurate copy of which is attached as Exhibit A to the Balabanian Declaration.)
Specifically, proposed class counsel have prosecuted numerous class actions related to the alleged
fraudulent design and marketing of various types of software and consumer goods. See id; see also
Whitten v. ARS Nat. Servs., Inc., No. 00 C 6080, 2001 WL 1143238, at *4 (N.D. Ill. Sept. 27,
2001) (The fact that attorneys have been found adequate in other cases is persuasive evidence
that they will be adequate again. (internal quotation marks omitted)). In addition, proposed class
counsel have already diligently pursued the claims at issue in this action through their own
investigation and discovery, participated in substantive motion practice, dedicated substantial
resources to reaching the Settlement Agreement and to the case in general, and will continue to do
so throughout its pendency. (Balabanian Decl. 19.) Accordingly, both Plaintiff and his counsel
have and will continue to adequately represent the proposed settlement class, and thus the final
Rule 23(a) requirement is satisfied.
E. The Proposed Settlement Class Meets the Requirements of Rule 23(b)(3)
In addition to meeting the prerequisites of Rule 23(a), the proposed settlement class must
also meet one of the three requirements of Rule 23(b) for class certification. Zinser v. Accufix
Research Inst., Inc., 253 F.3d 1180, 1186 (9th Cir. 2001) amended by 273 F.3d 1266. Plaintiff
seeks to certify the class under Rule 23(b)(3), which requires that (1) the questions of law and fact
common to members of the class predominate over any questions affecting only individuals, and
(2) the class action mechanism is superior to other available methods for the fair and efficient
adjudication of the controversy. Fed. R. Civ. P. 23(b)(3). Certification under Rule 23(b)(3) is
appropriate and encouraged whenever the actual interests of the parties can be served best by
settling their differences in a single action. In re Ferrero Litig., 278 F.R.D. 552, 559 (S.D. Cal.
2011) (citing Hanlon, 150 F.3d at 1022). The same is true when class members will likely choose
not to pursue an action based on the small amount of redress available. See Chamberlan v. Ford
Motor Co., 223 F.R.D. 524, 527 (N.D. Cal. 2004) (The policy at the very core of the class action
mechanism is to overcome the problem that small recoveries do not provide the incentive for any
individual to bring a solo action prosecuting his or her rights.) (quoting Amchem, 521 U.S. at
617).
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1. Common Questions of Law and Fact Predominate.
Rule 23(b)(3)s predominance requirement tests whether proposed classes are sufficiently
cohesive to warrant adjudication by representation. Wolin, 617 F.3d at 1172 (quoting Amchem,
521 U.S. at 623). When common questions present a significant aspect of the case and they can
be resolved for all members of the class in a single adjudication, there is clear justification for
handling the dispute on a representative rather than an individual basis. Hanlon, 150 F.3d at
1022. Here, there is little question that the common issues stemming from Defendants alleged
conduct predominate in this litigation.
For alleged deceptive marketing cases like this one, [c]ourts in California routinely find
that [the predominance] inquiry focuses on the Defendants representations about the
product . . . . Bruno v. Quten Research Inst., LLC, 280 F.R.D. 524, 537 (C.D. Cal. 2011) (holding
that the central predominating question is whether Defendants marketing statements about [the
product are] materially misleading). Plaintiff here alleges that Defendants intentionally
misrepresented the actual gameplay of Aliens: Colonial Marines through demonstrations of a
version of the game they knew was superior to the version that would ultimately be sold at retail.
(Dkt. 26 2750.) Plaintiff further alleges that these demonstrations were performed widely at
leading video game expos such as E3 (2011 and 2012), Penny Arcade Expo (2011 and 2012), and
Gamescon (2011); were uploaded to Segas YouTube channel; and were otherwise widely
distributed prior to the games February 2013 retail release. (Id.) Where, as here, each class
member purchased [defendants product] and was subject to the same deceptive marketing and
advertising, predominance is satisfied. Guido, 284 F.R.D. at 481. See also Johns v. Bayer Corp.,
280 F.R.D. 551, 558 (S.D. Cal. 2012) ([W]hen plaintiffs are exposed to a common advertising
campaign, common issues predominate.).
2. A Class Action is the Superior Method for Adjudicating this Controversy.
Further satisfying Rule 23(b)(3)s requirements, this class action is superior to other
available methods for the fair and efficient adjudication of the proposed settlement classs claims.
The purpose of the superiority requirement is judicial economy and assurance that a class action is
the most efficient and effective means of resolving the controversy. Wolin, 617 F.3d at 117576;
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see also Valentino v. Carter-Wallace, Inc., 97 F.3d 1227, 123435 (9th Cir. 1996) (describing a
class action as superior when it will reduce the costs inherent in litigation and no realistic
alternative exists for the class members). Where recovery on an individual basis would be
dwarfed by the cost of litigating on an individual basis, this factor weighs in favor of class
certification. Wolin, 617 F.3d at 1175. Moreover, the class action mechanism is superior to
individual actions in consumer cases with thousands of members as Rule 23(b)(3) was designed
for situations such as this . . . in which the potential recovery is too slight to support individual
suits, but injury is substantial in the aggregate. Holloway v. Full Spectrum Lending, No. 06-cv-
5975, 2007 WL 7698843, at *9 (C.D. Cal. June 26, 2007) (quoting Murray v. GMAC Mortg.
Corp., 434 F.3d 948, 953 (7th Cir. 2006)). Finally, as in this action, when parties have already
negotiated a compromise, courts need not focus on issues that could surface at trial, because a
finally approved settlement would extinguish the need for one. Amchem, 521 U.S. at 620.
Here, if the proposed settlement class members were to pursue their claims against Sega
individually, each of them would be required to provide nearly the sameif not identicallegal
and factual arguments and evidence to prove their common claims. The result would be thousands
of trials at enormous expense to the proposed class members, Sega, and the courts. Comparing the
relatively small amount of damages each class member seeks to recoveri.e., some portion of the
games purchase pricewith the costs of actually prosecuting those claims (e.g., hiring the experts
necessary to analyze the games true functionality compared against Defendants alleged
promotional claims), makes clear that individual class members would have little incentive to
pursue such claims. See Vandervort v. Balboa Capital Corp., 287 F.R.D. 554, 562 (C.D. Cal.
2012) (holding that a class action is superior to maintaining individual claims for a small amount
of damages). Where, as here, individual recoveries for Plaintiff and the proposed class would be
small and, but for the class action, would likely not even be pursued, the practical utility of the
class action mechanism under federal law is apparent. See Chamberlan, 223 F.R.D. at 527.
Accordingly, this class action is the superior method for adjudicating the instant
controversy, and, as all requirements of class certification under Rule 23 are met, the proposed
settlement class should be certified.
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V. THE COURT SHOULD APPOINT PLAINTIFFS COUNSEL AS CLASS
COUNSEL
Under Rule 23, a court that certifies a class must appoint class counsel . . . [who] must
fairly and adequately represent the interests of the class. Fed. R. Civ. P. 23(g)(1)(B). In making
this determination, the Court must consider counsels following attributes: (1) work in identifying
or investigating potential claims; (2) experience in handling class actions or other complex
litigation, and the types of claims asserted in the case; (3) knowledge of the applicable law; and (4)
resources committed to representing the class. Fed. R. Civ. P. 23(g)(1)(A)(iiv).
As discussed above, proposed class counsel have extensive experience in prosecuting
similar class actions, including numerous actions involving the promotion and functionality of
consumer goods and software. (Balabanian Decl. 18.) Importantly, proposed class counsel have
diligently investigated and prosecuted this matter by dedicating substantial resources to the
investigation of the claims at issue in the action and have successfully negotiated the present
Settlement Agreement for the benefit of the proposed class. (Id. 19.) Accordingly, the Court
should appoint Rafey Balabanian and Ben Thomassen of Edelson PC as class counsel.
VI. THE PROPOSED SETTLEMENT WARRANTS PRELIMINARY APPROVAL
After determining that the proposed settlement class should be certified, this Court must
approve any class settlement. Fed. R. Civ. P. 23(e). The procedure for review is a well-established
two-step process. See Herbert Newberg & Alba Conte, Newberg on Class Actions 11.25 at 3839
(4th ed. 2002). The first step is a preliminary, pre-notification hearing to ensure that the settlement
is not unacceptable at the outset. Id. The Manual for Complex Litigation characterizes the
preliminary approval stage as an initial evaluation of the fairness of the proposed settlement
made by a court on the basis of written submissions and informal presentations from the settling
parties. Manual for Complex Litigation (Fourth) 21.632 (2004).
While the Ninth Circuit has expressed a policy favoring the voluntary conciliation and
settlement of complex class action litigation, In re Syncor ERISA Litig., 516 F.3d 1095, 1101 (9th
Cir. 2008), it has not specified a particular standard for granting preliminary settlement approval.
Nevertheless, courts in this District generally look to four factors in making this determination.
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Specifically, preliminary approval should be granted, and notice of the settlement disseminated to
class members, where [1] the proposed settlement appears to be the product of serious, informed,
non-collusive negotiations, [2] has no obvious deficiencies, [3] does not improperly grant
preferential treatment to class representatives or segments of the class, and [4] falls within the
range of possible approval . . . . In re Tableware Antitrust Litig., 484 F. Supp. 2d 1078, 1079
(N.D. Cal. 2007) (quoting Manual for Complex Litigation (Second) 30.44 (1985)). See also
Boring v. Bed Bath & Beyond of Cal. LLC, No. 12-cv-05259, 2013 WL 6145706, at *7 (N.D. Cal.
Nov. 21, 2013) (quoting In re Tableware Antitrust Litig., 484 F. Supp. 2d at 1079); Cordy v. USS-
Posco Indus., No. 12-cv-553, 2014 WL 212587, at *2 (N.D. Cal. Jan. 17, 2014) (same); Ching v.
Siemens Indus., Inc., No. 11-cv-4838, 2013 WL 6200190, at *5 (N.D. Cal. Nov. 26, 2013) (same).
The proposed settlement easily satisfies these four factors.

A. The Settlement is the Product of Serious, Informed, Non-Collusive
Negotiations
First, the settlement is the product of serious, informed, non-collusive negotiations. The
parties engaged in numerous and extensive arms-length settlement discussions throughout the
course of litigation, including the mediation with Judge Westerfield that ultimately allowed the
parties to reach the instant settlementin fact, the settlement structure eventually reached between
Plaintiff and Sega mirrors that reached at the end of the mediation. Courts generally find that a
settlement was non-collusive where it was reached with the assistance of a third-party neutral. See,
e.g., Boring, 2013 WL 6145706, at *7; Ching, 2013 WL 6200190, at *6. The parties negotiations
were also well-informed as they were represented by experienced counsel who had the benefit of a
substantive ruling from the Court and possessed sufficient information obtained through formal
and informal discovery. See Williams v. Costco Wholesale Corp., No. 02-cv-2003, 2010 WL
761122, *5 (S.D. Cal. Mar. 4, 2010) ([P]laintiff ha[d] sufficient information from investigation
and from informal discovery to have a clear view of the strengths and weaknesses of the case and
to support settlement.); Harris v. Marketing Corp., No. 08-cv-5198, 2011 WL 1627973, at *8
(N.D. Cal. Apr. 29, 2011) (With the Courts prior rulings as guidance, the parties were in a
position to assess the strengths and weaknesses of their arguments and evidence, and make an
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informed decision about the risks associated with proceeding . . . to trial.) (emphasis added).
B. There Are No Obvious Deficiencies in the Proposed Settlement
Second, there are no obvious deficiencies in the proposed settlement. In light of this
Courts concerns expressed at the case management conference on June 26, 2014, Plaintiff and
Sega have agreed that no amount of the $1.25 million settlement fund will revert to Sega. Instead,
after payment of administrative costs, any incentive award and attorneys fees as determined by
the Court, the entire balance of the fund will be distributed pro rata to class members submitting a
valid claim form, up to their purchase price.
8
The proposed settlement thus provides real and
substantial monetary relief to the class, all without the risk, delay, and expense of further
litigation. Indeed, Sega has indicated that absent this settlement it would vigorously contest both
the merits and class treatment of Plaintiffs claims. (Balabanian Decl. 21.) Further, as explained
above, given that Gearbox has provided no contribution to the settlement, no claims are being
released as to Gearbox, and each proposed class member retains their right to seek additional
recovery against Gearbox.
Although Plaintiff is confident in the strength of the claims alleged against Sega, that the
Court would have ultimately certified a class, and that Plaintiff would have obtained summary
judgment on some key issues, balancing the strength of the claims against the legal and factual
obstacles remaining, Plaintiff and proposed class counsel concluded that accepting the relief
afforded by the proposed settlement was in the best interest of the proposed class. (Balabanian

8
As noted above, in the event that any money remains in the fund after each individual class
member submitting a valid claim has received a full refund of their purchase price, that money
will be donatedsubject to the Courts approvalto the NCLC and Consumers Union. The
NCLC is a nationwide nonprofit consumer law organization dedicated to consumer justice, whose
work includes policy analysis and advocacy, consumer law publications, litigation, expert witness
services, and training and advice for advocates. See generally National Consumer Law Center,
About Us, http://www.nclc.org/about-us/about-us.html (last visited July 30, 2014). Consumers
Union is a well-known consumer protection organization that seeks to ensure that consumers
receive truthful information about consumer products, and various courts have approved
Consumers Union as an appropriate cy pres recipient in consumer fraud cases. See, e.g., Nigh v.
Humphreys Pharmacal, Inc., No. 12-cv-12714, 2013 WL 5995382, at *9 (S.D. Cal. Oct. 23,
2013).
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Decl. 21.) Because the proposed settlement provides immediate monetary relief to the proposed
class (the reasonableness of the amount of which is discussed below), and because it avoids the
concerns expressed by this Court with respect to reverter, it has no obvious deficiencies. See, e.g.,
Tijero v. Aaron Bros., Inc., No. 10-cv-01089, 2013 WL 6700102, at *8 (N.D. Cal. Dec. 19, 2013)
([T]here are no obvious deficiencies. To the contrary, the settlement confers tangible monetary
benefits to the class . . . .); Ching, 2013 WL 6200190, at *6 (finding no obvious deficiencies in
settlement providing monetary relief to class); In re Tableware Antitrust Litig., 484 F. Supp. 2d at
1080 (Based on [the] risk and the anticipated expense and complexity of further litigation, the
court cannot say the proposed settlement is obviously deficient . . . .).

C. The Proposed Settlement Does Not Give Preferential Treatment to Any
Settlement Class Members
The proposed settlement provides no preferential treatment to any individual class member
or segment of the proposed class. Each class member seeking to recover a portion of the fund must
submit exactly the same claim form, and each class member submitting a valid claim form will
receive the same pro rata distribution from the fund (up to that class members purchase price).
While Plaintiff will be seeking a modest incentive award from the Court in recognition of the time
and effort he spent acting as class representative, such awards are common and in no way preclude
preliminary approval. See, e.g., Villegas v. J.P. Morgan Chase & Co., No. 09-cv-00261, 2012 WL
5878390, at *7 (N.D. Cal. Nov. 21, 2012) (granting preliminary approval to settlement calling for
$10,000 incentive award); Cordy, 2014 WL 212587, at *1, 3 (granting preliminary approval to
settlement calling for $9,500 in enhanced payments to class representatives); Boring, 2013 WL
6145706, at *2, 8 (granting preliminary approval to settlement calling for $7,500 incentive award);
Ching, 2013 WL 6200190, at *6 (noting that requests for incentive payments of up to $5,000 are
presumptively reasonable).
D. The Settlement Falls Within the Range of Possible Approval
Finally, the proposed settlement falls well within the range of possible approval. In
evaluating this factor, courts primarily consider plaintiffs expected recovery balanced against the
value of the settlement offer. In re Tableware Antitrust Litig., 484 F. Supp. 2d at 1080. Here,
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Plaintiff alleges that the game he and other class members purchased was inferior to the game that
had been advertised, but does not allege that the game was completely valueless or non-functional.
Consequently, a full recovery for class members after complete victory at trial would be the
difference between the price they paid for the game as advertised and the value of the game they
actually received. See, e.g., In re Vioxx Class Cases, 103 Cal. Rptr. 3d 83, 96 (Cal. Ct. App. 2009)
(The difference between what the plaintiff paid and the value of what the plaintiff received is a
proper measure of restitution.). If the value of the game actually received were zero, full recovery
would be the purchase price of the game, which varied from $50$60.
9
See supra note 3. But the
game actually received was not completely worthlessindeed, one member of the proposed class,
former named plaintiff Damion Perrine, played the game and re-sold his copy of it for $17. (Dkt.
26 9097.) Thus, assuming a complete victory at trial, class members would likely be entitled
to something more like $33$43.
10

Balanced against this potential recovery, the value to class members of the proposed
settlement puts it well within the range of possible approval. As noted above, after payment of
administrative costs, an incentive award, and attorneys fees, the balance of the $1.25 million
settlement fund will be distributed to class members submitting a valid claim form, up to their
purchase price. Thus, given that administrative costs will not exceed $200,000, and assuming this
Court ultimately approves the requested incentive award and attorneys fees in the amounts of
$2,500 and $312,500 respectively, there will be $735,000 remaining in the fund to be distributed
to class members.
If all 135,000 class members submitted a claim, each would receive over five dollars

9
While some class members, including Plaintiff, purchased the collectors edition of the
game for $100, that edition included the same console version of the game that sold for $60, as
well as a collectible figure and special packaging. See supra note 3. Plaintiff does not assert that
the figure and packaging are worth less than the $40 he paid for them.
10
Further, given that complete victory is far from certain, the expected value to class
members of proceeding with litigation is actually lower than $33$43. For example, even if the
class had a 75% chance of obtaining a full victory at trial, the expected value of each class
members recovery would be between $24.75 and $32.25 (75% of $33$43).
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($735,000 / 135,000 = $5.44). That amount represents over 1216% of the $33$43 recoverable
after trial, which places the proposed settlement within the range of possible approval. See, e.g., In
re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 459 (9th Cir. 2000) (It is well-settled law that a
cash settlement amounting to only a fraction of the potential recovery does not per se render the
settlement inadequate or unfair.); Villegas, 2012 WL 5878390, at *67 (finding settlement
providing approximately 15% of potential recovery was within the range of possible approval).
Further, the $33$43 potential recovery amount represents a full victory at trial against both
Defendants. But the proposed settlement here releases only claims against Sega, and class
members retain all rights to seek additional recovery against Gearbox. The retention of claims
against Gearbox is valuable, as Gearbox was an active participant in the allegedly deceptive
marketing, having made some of the key misrepresentations that product demonstrations showed
actual gameplay. (Dkt. 26 31, 34, 37, 44.) Thus, even though the proposed settlement
provides a recovery that would be within the range of possible approval even if it were against
both Defendants, the fact that class members retain their claims against Gearbox makes the
settlement fall even more within the range of possible approval.
In addition, $5.44 is the absolute floor of an individual class members recovery under the
proposed settlement, and given that not every class member will likely file a claim, class members
submitting claims are in a position to recover substantially more. For example, as one circuit court
has noted, claims rates in consumer class action settlements rarely exceed 7%. Sullivan v. DB
Invs., Inc., 667 F.3d 273, 329 n.60 (3d Cir. 2013). If 7% of the 135,000 class members here submit
valid claim forms, the pro rata distribution amount would be over $77 (with the understanding
that no claimant may receive more than their purchase price). In that case, every claimant who
paid less than $77 for the game would receive a full refund, and even those who purchased the
$100 collectors edition would receive at least a 77% refund. This is well in excess of the $33$43
recovery class members could expect after a full victory at trial.
For all these reasons, the proposed settlement falls well within the range of possible
approval. And because the proposed settlement satisfies each of the four factors generally
considered by courts in this District on preliminary approval, this Court should preliminarily
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approve the Partial Settlement Agreement.
VII. THE PROPOSED NOTICE PLAN SHOULD BE APPROVED
Rule 23(c)(2)(B) provides that, [f]or any class certified under Rule 23(b)(3), a court must
direct to class members the best notice practicable under the circumstances, including individual
notice to all members who can be identified through reasonable effort. Fed. R. Civ. P.
23(c)(2)(B); accord Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 173 (1974). Rule 23(c)(2)(B)
also provides that the substance of the notice must clearly and concisely state in plain, easily
understood language the nature of the action, the definition of the class to be certified, and the
class claims and defenses at issue; explain that class members may enter an appearance through
counsel if so desired or request to be excluded from the settlement class; and describe the binding
effect of a class judgment. Fed. R. Civ. P. 23(c)(2)(B). Notice is adequate if it may be understood
by the average class member. Newberg, 11:53 at 167. Rule 23(e)(1) similarly advises that
[t]he court must direct notice in a reasonable manner to all class members who would be bound
by the proposal. Fed. R. Civ. P. 23(e)(1). Here, as described below, the parties have agreed on a
notice plan that satisfies these requirements (the Notice Plan), and respectfully request that this
Court approve it.
Direct notice to class members is not possible here; neither Sega nor Gearbox sold Aliens:
Colonial Marines directly to consumers, and thus cannot identify individual purchasers.
11
Because
direct notice is not possible, the parties asked KCC to design a publication notice plan that would
reach at least 70% of class members. (Balabanian Decl. 13.)
12

KCC analyzed marketing data, such as consumer demographics and product and brand
usage, to determine the characteristics, interests, and habits of class members (i.e., individuals who

11
Direct notice is not required in such circumstances. See Weeks v. Kellogg Co., No. 09-cv-
08102, 2013 WL 6531177, at *3 (C.D. Cal. Nov. 23, 2013) (approving proposed notice when no
direct notice was provided to class members because defendant did not sell directly to customers).
12
The Federal Judicial Center has suggested that 70% is a reasonable target for a notice plan.
Federal Judicial Center, Judges Class Action Notice and Claims Process Checklist and Plain
Language Guide at 3 (2010), available at
http://www.fjc.gov/public/pdf.nsf/lookup/NotCheck.pdf/$file/NotCheck.pdf.
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play first-person-shooter video games, and would have been early purchasers of Aliens: Colonial
Marines). (Balabanian Decl. 14.) KCC then proposed a publication plan to best reach these
individuals. (Id. 1415.) KCCs proposal included print publication in three widely-circulated
magazines whose readers are more than twice as likely as the general public to play shooter and
war video games: ESPN: The Magazine, Guns & Ammo, and Rolling Stone. (Id. 15.) In addition,
KCCs proposal called for the placement of internet banner ads designed to create 39 million
unique impressions among men aged 1849 on automotive, sports, news, and technology sites.
(Id.) The Notice Plan adopts each of these proposals. (See Agreement 4.1, 4.2.) Further,
consistent with the CLRA, the Notice Plan requires four consecutive weekly notices in either the
San Francisco Chronicle or the Modesto Bee, which is the largest circulation paper where Plaintiff
resides (Turlock, Stanislaus County, California). (Agreement 4.2.)
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In addition, the controversy
surrounding Aliens: Colonial Marines has been widely covered by video game industry press
including on the same websites where the allegedly misleading gameplay demonstrations were
shown, featured, and viewed by Settlement Class Membersand Plaintiffs counsel anticipates
that such outlets will widely report on this settlement should it be given preliminary approval.
(Balabanian Decl. 17.)
The magazine and newspaper notice (a copy of which is attached to the Settlement
Agreement as Exhibit C) will, among other things, reference a settlement website to be established
by KCC. (See Agreement 4.3, 6.5.) The internet banner ads (copies of which are attached to the
Settlement Agreement as Exhibit D) will also redirect potential class members to the settlement
website. The settlement website will serve as the traditional long form notice and provide class
members with the ability to file claim forms on-line. The settlement website will contain, in plain
language, all required elements of Rule 23(c)(2)(B), regarding the nature of the lawsuit and class
members rights, including their rights to exclude themselves from the class or object to the
proposed settlement. It will also provide access to relevant court documents, instructions on how

13
The Settlement also requires Sega to serve upon the required government officials, notice
of the proposed settlement in accordance with 28 U.S.C. 1715. (Agreement 4.4.)
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to access the case docket via PACER or in person, the date of the final approval hearing, answers
to frequently asked questions, and a toll-free number to reach proposed class counsel. (Balabanian
Decl. 16.)
The Notice Plancarefully designed to reach members of the proposed class through
specifically-targeted but widely-viewed mediacomports with Rule 23, and should be approved
by this Court as well.
VIII. CONCLUSION
For the foregoing reasons, Plaintiff John Locke respectfully requests that this Court enter
an order (1) certifying the proposed settlement class for settlement purposes; (2) naming Plaintiff
as class representative; (3) appointing Rafey Balabanian and Benjamin Thomassen of Edelson
P.C. as class counsel; (4) granting preliminary approval to the Partial Settlement Agreement; (5)
approving the proposed Notice Plan; (6) scheduling a final fairness hearing; and (7) granting such
other and further relief as the Court deems equitable and just.


Respectfully Submitted,

JOHN LOCKE, individually and on behalf of the
Class of similarly situated individuals,
/s/ Rafey S. Balabanian___ ____
One of His Attorneys

EDELSON PC
Tel: 312.589.6370
Fax: 312.589.6378

Attorneys for Plaintiff Locke and the Putative Class
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CERTIFICATE OF SERVICE
I, Rafey S. Balabanian, an attorney, hereby certify that on August 11, 2014, I caused the
foregoing document to be electronically filed with the Clerk of the United States District Court for
the Northern District of California, using the CM/ECF electronic filing system, which will send
notification of filing to counsel of record for each party.


/s/ Rafey S. Balabanian


Exhibit 1
Case3:13-cv-01962-JD Document78-1 Filed08/11/14 Page1 of 47

CLASS ACTION SETTLEMENT AGREEMENT CASE NO. 3:13-CV-01962-JD

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Mark S. Eisen (SBN - 289009)
meisen@edelson.com
EDELSON PC
Tel: 213.533.4100
Fax: 213.947.4251

Rafey S. Balabanian (Admitted Pro Hac Vice)
Christopher L. Dore (Admitted Pro Hac Vice)
cdore@edelson.com
Benjamin S. Thomassen (Admitted Pro Hac Vice)
EDELSON PC
Tel: 312.589.6370
Fax: 312.589.6378

Attorneys for Plaintiff John Locke and the Putative Class

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA

JOHN LOCKE, individually and on behalf of
all others similarly situated,

Plaintiff,

v.


Defendants.


PARTIAL CLASS ACTION SETTLEMENT
AGREEMENT


This Partial Settlement Agreement (Agreement) is entered into by and among Plaintiff
John Locke (Locke or Plaintiff, as defined below), for himself individually and on behalf of
the Settlement Class, and Defendant Sega of America, Inc. (Sega) (Plaintiff and Sega are
collectively referred to herein as the Parties, as defined below). This Agreement is intended by
the Parties to fully, finally, and forever resolve, discharge, and settle against Sega the Released
Claims (as the term is defined below) upon and subject to the terms and conditions hereof, and

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subject to the approval of the Court. This partial settlement does not resolve the claims of Plaintiff
against Gearbox Software L.L.C.
RECITALS
A. WHEREAS, on April 29, 2013, Damion Perrine (Perrine) filed a putative class
action in the United States District Court for the Northern District of California, now captioned
Locke v. Sega of America, Inc. et al., Case No. 3:13-cv-01962-JD (the Action), regarding the
recently released video game, Aliens: Colonial Marines (Aliens: Colonial Marines). In the
Action, Perrine sought monetary damages and an injunction, amongst other relief. (Dkt. 1);
B. WHEREAS, on June 14, 2013, Defendants Sega of America, Inc. (Sega) and
Gearbox Software, L.L.C. (Gearbox) (collectively with Sega, Defendants) moved to dismiss
Perrines initial Complaint, arguing that Perrines California state law claims failed as a matter of
law and that Perrine failed to properly state any other claim. (Dkt. 14);
C. WHEREAS, on July 5, 2013, Perrine filed an Amended Complaint responding to
Defendants Motion to Dismiss as well as adding John Locke (Locke) as a party-plaintiff (in
these Recitals, Perrine and Locke are collectively referred to as the Plaintiffs). (Dkt. 26);
D. WHEREAS, on July 22, 2013, Defendants filed a motion to dismiss two counts of
the Amended Complaint. (Dkt. 29);
E. WHEREAS, on October 3, 2013, the Court denied Defendants motion to dismiss
the Amended Complaint in its entirety. (Dkt. 40);
F. WHEREAS, shortly after the Courts decision on the motion to dismiss, beginning
in October 2013, the Plaintiffs and Defendants engaged in discovery. Plaintiffs propounded their
first round of discovery requestsincluding both interrogatories and requests for the production of
documentson Defendants, Defendants in turn noticed the depositions of both Plaintiffs, and all
Parties exchanged their initial disclosures;
G. WHEREAS, on October 31, 2013, Defendants answered Plaintiffs Amended
Complaint, denying any wrongdoing and the material allegations of the Amended Complaint and
setting forth eight affirmative defenses. (Dkt. 43);

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H. WHEREAS, shortly after the pleadings were set, the Plaintiffs and Defendants
scheduled an in-person mediation to take place in January 2014 and exchanged information in
anticipation of the mediation, including information regarding the size of the potential class, the
marketing of Aliens: Colonial Marines, and the contractual relationships surrounding the
development of Aliens: Colonial Marines;
I. WHEREAS, on January 21, 2014, the Plaintiffs and Defendants engaged in an all-
day mediation presided over by Judge Rebecca Westerfield (Ret.) of JAMS. The Plaintiffs and
Defendants did not reach an agreement, but settlement negotiations remained ongoing with
Defendants requesting three weeks to consider Plaintiffs last offer;
J. WHEREAS, on March 31, 2014, the Plaintiffs and Sega (but not Gearbox) reached
agreement on the material terms of a settlement;
K. WHEREAS, following the June 26, 2014 Case Management Conference and after
additional negotiation and discussion by and among Plaintiffs and Defendants, the Parties agreed
to modify certain terms of their settlement agreement in several respects, including so as to make
clear that Gearbox is not settling the claims asserted by Plaintiff in this lawsuit and is excluded as
a Released Party;
L. WHEREAS, on July 30, 2014, Plaintiff Perrine moved the Court to voluntarily
dismiss his claims against Defendants and withdraw as a named Plaintiff in this matter, which
motion remains pending before the Court as of the date of the Parties execution of this
Agreement;
M. WHEREAS, at all times, Defendant Sega has denied and continues to deny any
wrongdoing whatsoever or that it committed, or threatened, or attempted to commit any wrongful
act or violation of law or duty alleged in the Action and contends that it has acted properly in all
regards in connection with its development and marketing practices, and the Settlement Class.
Nonetheless, taking into account the costs, burden, and uncertainty inherent in any litigation,
Plaintiff and Defendant Sega have each concluded that it is desirable and beneficial that the Action
be fully and finally settled and terminated in the manner and upon the terms and conditions set

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forth in this Agreement. This Agreement is a compromise, and the Agreement, any related
documents, and any negotiations resulting in it shall not be construed as or deemed to be evidence
of or an admission or concession of liability or wrongdoing on the part of Defendant Sega with
respect to any claim of any fault or liability or wrongdoing or damage whatsoever;
N. WHEREAS, Plaintiff believes that the claims asserted in the Action have merit and
Defendant Sega believes the claims asserted in the Action have no merit. Consequently, Plaintiff
and Class Counsel recognize and acknowledge the expense and length of continued prosecution of
the Action against Sega through trial and any subsequent appeals. Plaintiff and Class Counsel also
have taken into account the uncertain outcome and risks of any litigation, especially in complex
actions, as well as the difficulties and delays inherent in such litigation. Therefore, Plaintiff
believes that it is desirable that the Released Claims be fully and finally compromised, settled and
resolved with prejudice, and barred pursuant to the terms set forth herein. Based on their
evaluation, Class Counsel have concluded that the terms and conditions of this Agreement are fair,
reasonable, and adequate to the Settlement Class, and that it is in the best interests of the
Settlement Class to settle the claims raised in the Action pursuant to the terms and provisions of
this Agreement. Class Counsel and Plaintiff also believe that this Agreement has been entered in
good faith given the risks that Plaintiff has in the lawsuit against Sega, that the settlement amount
Sega is prepared to pay reflects the risk and burdens that the Plaintiff faces in the lawsuit, and,
given that risk, both that the settlement amount is within the reasonable range of what Plaintiff
contends is Segas proportional share of comparative liability for the Settlement Class injuries,
and the amount Sega is paying to settle the suit is, according to Plaintiff and Class Counsel, a
rough approximation of Segas proportionate liability of Plaintiffs total potential recovery against
any defendant.
O. WHEREAS, the Parties agree that the Action was resolved in good faith, following
arms-length bargaining through a mediator, and that the settlement reflected herein confers
substantial benefits upon the Parties, and each of them;
P. WHEREAS, the Parties agree that all Persons shall have an individual right to

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exclude themselves from the Settlement Class, such that participation in the settlement by
accepting the benefits provided by this Agreement shall be voluntary;
NOW, THEREFORE, the Parties stipulate and agree that any and all Released Claims
against Sega, and all other Released Parties, shall be finally settled and resolved on the terms and
conditions set forth in this Agreement, subject to Court approval, as a fair, reasonable, and
adequate settlement.
AGREEMENT
1. DEFINITIONS
As used herein, in addition to any definitions set forth elsewhere in this Agreement, the
following terms shall have the meanings set forth below:
1.1 Action means the case captioned Locke v. Sega of America, Inc. et al., Case No.
3:13-cv-01962-JD (N.D. Cal.), and any amendments thereto.
1.2 Agreement means this Partial Class Action Settlement Agreement (including all
exhibits hereto).
1.3 Approved Claim means a Claim Form submitted by a Settlement Class Member
that: (i) is timely and submitted in accordance with the directions on the Claim Form and the terms
of this Agreement, (ii) is physically signed or electronically verified by the Settlement Class
Member, and (iii) satisfies the conditions of eligibility for a Settlement Payment as set forth in
Section 2.1.
1.4 Claim Form means the form attached hereto as Exhibit B, as approved by the
Court. The Claim Form shall be available for download from the Settlement Website in electronic
format and from the Settlement Administrator in hard-copy form. The Claim Form will require the
Settlement Class Member to provide the following information: (i) full name, current address,
telephone number (optional), and e-mail address, (ii) the date on which he, she, or it purchased a
copy of Aliens: Colonial Marines (that date being no later than February 12, 2013), (iii) the place
he, she or it purchased Aliens: Colonial Marines (not merely the city or state), and (iv) the amount
he, she, or it paid for a copy of Aliens: Colonial Marines. In lieu of the information required by

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item nos. (ii), (iii) and (iv), the Settlement Class Member may provide proof that he, she, or it
purchased a copy of Aliens: Colonial Marines on or before February 12, 2013. The Claim Form
will not require notarization, but will require the Person supplying the information to sign the
Claim Form under penalty of perjury.
1.5 Claims Deadline means the date by which all Claim Forms must be received to
be considered timely and shall be set as the date sixty (60) days after the Fairness Hearing. The
Claims Deadline shall be clearly set forth in the Notice to be provided to the Settlement Class, the
Claim Form, the Courts order granting Preliminary Approval, and the Judgment.
1.6 Class Counsel means attorneys Rafey S. Balabanian, Christopher L. Dore,
Benjamin S. Thomassen, and Mark S. Eisen of Edelson PC.
1.7 Class Representative means the named Plaintiff in this Action, John Locke.
1.8 Court means the United States District Court for the Northern District of
California, the Honorable James Donato presiding, or any judge who shall succeed him as the
presiding judge in this Action.
1.9 Cy Pres Recipient means the National Consumer Law Center and Consumers
Union, as selected by the Parties and approved by the Court.
1.10 Effective Date means one business day following the later of: (i) the date upon
which the time expires for filing or noticing any appeal of the Judgment, (ii) if there is an appeal or
appeals, other than an appeal or appeals solely with respect to attorneys fees and reimbursement
of expenses, the date of completion, in a manner that finally affirms and leaves in place the
Judgment without any material modification, of all proceedings arising out of the appeal or appeals
(including, but not limited to, the expiration of all deadlines for motions for reconsideration or
petitions for review and/or certiorari, all proceedings ordered on remand, and all proceedings
arising out of any subsequent appeal or appeals following decisions on remand), or (iii) the date of
final dismissal of any appeal or the final dismissal of any proceeding on certiorari with respect to
the Judgment.
1.11 Fairness Hearing means the hearing before the Court where the Parties will

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request the Judgment be entered by the Court finally approving the settlement as fair, reasonable,
and adequate, and entered between Plaintiff and Sega in good faith, and approving the Fee Award
and any incentive award to the Class Representative.
1.12 Fee Award means the amount of attorneys fees and reimbursement of costs
approved and awarded by the Court to Class Counsel.
1.13 Gearbox means Gearbox Software, L.L.C., a Texas limited liability company.
1.14 Judgment means the order of final judgment to be entered by the Court finally
approving this Agreement, without material modifications that are unacceptable to the Parties.
1.15 Nationwide means the fifty (50) states, the District of Columbia, and the
territories of the United States of America.
1.16 Notice or Settlement Class Notice means the notice of this proposed
Settlement Agreement and Fairness Hearing, which is to be sent to the Settlement Class
substantially in the manner set forth in this Agreement, and that is substantially in the form of
Exhibits A, C, and D, attached hereto.
1.17 Notice Date means the date upon which Notice to the Settlement Class is
completed, which shall be no later than 20 days after Preliminary Approval, or such other date as
the Court may order.
1.18 Notice Plan means the plan described in Section 4 of this Agreement for
disseminating notice to the Settlement Class of the terms of this Agreement and the Fairness
Hearing.
1.19 Objection/Exclusion Deadline means the date by which a written objection to
this Settlement Agreement or a request for exclusion submitted by a Person within the Settlement
Class must be filed or postmarked, which shall be designated as a date no later than forty-five (45)
days after the Notice Date.
1.20 Parties means, collectively, Plaintiff John Locke and Defendant Sega of America,
Inc.
1.21 Person means any individual, corporation, trust, partnership, limited liability

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company, or other legal entity and their respective predecessors, successors or assigns. The
definition of Person is not intended to include any governmental agencies or governmental
actors, including, without limitation, any state Attorney General office.
1.22 Preliminary Approval means the Courts entry of an order preliminarily
approving this Agreement, certifying the Settlement Class for settlement purposes, approving the
form of the Notice and the Notice Plan, directing that Notice be disseminated to the Settlement
Class in accordance with this Agreement, and scheduling the date for the Fairness Hearing.
1.23 Purchase Price means the amount of money paid to purchase a copy of Aliens:
Colonial Marines.
1.24 Released Claims means any and all claims or causes of action of every kind and
description (including any causes of action in law, claims in equity, complaints, suits, or petitions)
and any allegations of wrongdoing (including any assertions of liability, debts, legal duties, torts,
unfair or deceptive practices, statutory violations, contracts, agreements, obligations, promises,
promissory estoppel, detrimental reliance, or unjust enrichment) and any demands for legal,
equitable, or administrative relief (including any claims for injunction, rescission, reformation,
restitution, disgorgement, constructive trust, compensatory damages, consequential damages,
penalties, exemplary damages, punitive damages, attorneys fees, costs, interest, or expenses) that
the Releasing Parties had or have (including assigned claims and Unknown Claims as defined
below) that have been or could have been asserted in the Action or in any other action or
proceeding before any court, arbitrator(s), tribunal or administrative body (including any state,
local or federal regulatory body), in any jurisdiction worldwide, regardless of whether the claims
or causes of action are based on federal, state, or local law, statute, ordinance, regulation, contract,
common law, or any other source, and regardless of whether they are known or unknown, foreseen
or unforeseen, suspected or unsuspected, or fixed or contingent, arising out of, or related in any
way to: (1) Aliens: Colonial Marines, including but not limited to the design, use, functionality,
operation, and/or performance of Aliens: Colonial Marines, (2) the marketing and advertising of
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performance of Aliens: Colonial Marines, (3) warranties, representations, or omissions relating to
the design, use, functionality, operation, and/or performance of Aliens: Colonial Marines, and (4)
all claims that were brought, alleged, argued, raised, or asserted in any pleading or court filing in
the Action. Nothing herein is intended to release any claims any governmental agency or
governmental actor has against the Released Parties.
1.25 Released Parties means Sega, its respective predecessors, successors, assigns,
parents, subsidiaries, divisions, departments, and any and all of its past, present, and future
officers, directors, employees, stockholders, partners, servants, successors, attorneys,
representatives, insurers, subrogees, and assigns of any of the foregoing. However, this
Agreement shall not operate to release Sega and Gearbox as to any claims they may have against
each other, nor shall it operate to release any claims that Plaintiff or the other members of the
putative class pleaded in the Complaint or other members of the Settlement Class may have against
Gearbox.
1.26 Releasing Parties means Plaintiff, and those Members of the Settlement Class
who do not exclude themselves from the Settlement Class by the Objection/Exclusion Deadline
(whether or not such Persons submit claims). To the extent a Member of the Settlement Class is
not a natural person, this definition shall include all of its present, former, and future direct and
indirect parent companies, affiliates, subsidiaries, divisions, agents, franchisees, successors,
predecessors-in-interest, and all of the aforementioned present, former, and future officers,
directors, employees, shareholders, attorneys, agents, and independent contractors; and, to the
extent any Member of the Settlement Class is a natural person, any present, former, and future
spouses, as well as the present, former, and future heirs, executors, administrators, representatives,
agents, attorneys, partners, successors, predecessors-in-interest, and assigns of each of them.
1.27 Request for Exclusion is the written communication by or on behalf of a Member
of the Settlement Class in which he, she, or it requests to be excluded from the Settlement Class.
1.28 Sega means Defendant Sega of America, Inc., a California corporation.
1.29 Segas Counsel means Claude M. Stern and Karin Kramer of Quinn Emanuel

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Urquhart & Sullivan, LLP.
1.30 Settlement Administration Expenses means the expenses incurred by the
Settlement Administrator in administering the settlement, including expenses relating to providing
Notice to the Settlement Class, processing Claim Forms, and mailing checks for Approved Claims,
as well as any expenses incurred in the sending of notice to the relevant governmental agencies
pursuant to the Class Action Fairness Act of 2005 (28 U.S.C. 1715) (CAFA), with all such
expenses to be paid from the Settlement Fund. Settlement Administration Expenses shall not
exceed two hundred thousand dollars ($200,000), in accordance with the agreement between the
Settlement Administrator and Sega.
1.31 Settlement Administrator means, subject to approval of the Court, KCC Class
Action Services, which will oversee the dissemination of Notice and the processing and payment
of Settlement Class Members Claim Forms as set forth in this Agreement, as well as other aspects
of administering the settlement.
1.32 Settlement Class means all Persons in the United States and its territories that,
prior to or on February 12, 2013, paid for a copy of Aliens: Colonial Marines. Excluded from the
Settlement Class are the following: (a) all Persons who file timely Requests for Exclusion, (b) all
Persons who had their claims discharged in bankruptcy, finally adjudicated on the merits, or
otherwise released against Sega, (c) Sega, the Settlement Administrator, and any respective parent,
subsidiary, affiliate, or control person of either, as well as their officers, directors, agents, servants,
or employees, (d) any judge presiding over this Action, and (e) the immediate family members of
any such Person(s).
1.33 Settlement Class Member or Class Member means a Person who falls within
the definition of the Settlement Class as set forth in this Agreement and who has not submitted a
valid Request for Exclusion.
1.34 Settlement Fund means a non-reversionary cash settlement fund of one million,
two hundred fifty thousand dollars ($1,250,000) from which Sega shall pay all Approved Claims,
Settlement Administration Expenses, the incentive award to the Class Representative, the Fee

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Award to Class Counsel, and any Cy Pres Distribution. The Settlement Fund represents the limit
and extent of Segas monetary obligations under this Agreement. The Settlement Fund shall be
kept in a separate interest-bearing account of Segas choosing, but with permissions granted to the
Settlement Administrator to access said funds until such time as the above-listed payments are
made in accordance with this Agreement.
1.35 Settlement Payment means the payments to be made on Approved Claims as
described in Section 2.1 of this Agreement.
1.36 Settlement Website means the website to be created, launched, and maintained by
the Settlement Administrator, that allows for the electronic submission of claims, provides access
to relevant case documents including the Settlement Class Notice and information about the
submission of Claim Forms, and that includes downloadable Claim Forms.
1.37 Unknown Claims means claims that could have been raised in this litigation and
that Plaintiff, any Member of the Settlement Class, or any Releasing Party, do not know or suspect
to exist, which, if known by him, her, or it, might affect his, her, or its agreement to release the
Released Parties or the Released Claims or might affect his, her, or its decision to agree, object, or
not to object to the settlement. Upon the Effective Date, Plaintiff, any Member of the Settlement
Class, and any Releasing Party shall be deemed to have, and shall have, expressly waived and
relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of
Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.
Upon the Effective Date, each of the Releasing Parties shall be deemed to have, and shall have,
waived any and all provisions, rights, and benefits conferred by any law of any state, the District of
Columbia, or territory of the United States, by federal law, or principle of common law, or the law
of any jurisdiction outside of the United States, which is similar, comparable, or equivalent to
Section 1542 of the California Civil Code. Plaintiff, the Settlement Class, and the Releasing Parties

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acknowledge that they may discover facts in addition to or different from those that they now
know or believe to be true with respect to the subject matter of the Released Claims, but that it is
their intention to finally and forever settle and release the Released Claims, notwithstanding any
Unknown Claims they may have, as that term is defined in this Paragraph.
2. SETTLEMENT RELIEF TO THE CLASS
2.1 Payment of Claims and the Claims Process.
(a) Individual Settlement Payments to Class Members. Each Settlement Class
Member with an Approved Claim will be paid a pro rata share of the amount in the
Settlement Fund, after payment of Settlement Administration Expenses, the Fee Award,
and any incentive award to the Class Representative, up to a maximum payment of (and not
to exceed) his, her, or its Purchase Price.
(b) Cy Pres Distribution. To the extent that any funds remain in the Settlement
Fund after all payments to Settlement Class Members with Approved Claims have been
made, such funds shall be given to the Cy Pres Recipient.
(c) Uncashed Checks. All cash payments issued to Settlement Class Members
via check will state on the face of the check that it will expire and become null and void
unless cashed within ninety (90) days after the date of issuance. To the extent that a check
issued to a Settlement Class Member is not cashed within such time period, such funds
shall be directed to the cy pres recipient or escheat to the state in accordance with the law.
3. RELEASES
3.1 The obligations incurred pursuant to this Agreement shall be a full and final
disposition of the Action, including any and all Released Claims, as against all Released Parties.
3.2 Upon the Effective Date, the Releasing Parties, and each of them, shall be deemed
to have, and by operation of the Judgment shall have, fully, finally, and forever released,
relinquished and discharged all Released Claims against the Released Parties, and each of them. In
addition, the Releasing Parties agree that, before they (or any of them) seek (whether informally,
by notice or subpoena or otherwise) any written or other discovery (including but not limited to

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depositions, requests to inspect or obtain documents, requests for interrogatory answers, or
requests for admission) from Sega or any of its Affiliates in this action, they will first seek such
discovery from Gearbox or from any third party, and only if such information cannot be obtained
from Gearbox or such third party may Releasing Parties then seek such discovery from Sega or its
Affiliates. Any discovery sought from Sega by the Releasing Parties will be limited to information
relevant to establishing liability against Gearbox.
4. NOTICE TO THE CLASS
4.1 Online Media. Within thirty (30) days of Preliminary Approval, the Settlement
Administrator, within the budget approved for administration, will implement an online media
campaign, which shall include Internet banner ads to appear through a prominent nationwide
online advertisement network, including both Xaxis Premium Network and the social media site
Facebook, and be completed by the Notice Date. Such banner ads will be substantially in the form
attached hereto as Exhibit D.
4.2 Print Publication Notice. The Settlement Administrator shall also cause notice to
be disseminated to the Settlement Class by purchasing a one-day 1/2 page ad in Guns & Ammo,
ESPN, and Rolling Stone magazines, to be published by the Notice Date. The Settlement
Administrator shall also cause notice to be disseminated to the Settlement Class by causing eighth-
page notices to appear once a week for four consecutive weeks in the Main News or Legal section
of either the San Francisco Chronicle or the Modesto Bee. The form and content of such
publication notice shall be substantially the same as that attached hereto as Exhibit C, but may be
modified as appropriate by the Settlement Administrator, with the approval of the Parties, to fit
space limitations. Costs for this notice shall come out of the budget approved for settlement
administration in this Agreement.
4.3 Settlement Website. Within twenty-one (21) days after Preliminary Approval of
this Agreement, the Settlement Administrator shall cause the Settlement Website to be launched on
the Internet in accordance with Section 6.5 of this Agreement.

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4.4 CAFA Notice. Pursuant to 28 U.S.C. 1715, not later than ten (10) days after the
Agreement is filed with the Court, the Settlement Administrator shall serve upon the Attorneys
General of each U.S. State, the Attorney General of the United States, and other required
government officials, notice of the proposed settlement, which shall include (1) a copy of the most
recent complaint and all materials filed with the complaint or notice of how to electronically access
such materials; (2) notice of scheduled judicial hearings in the Action; (3) all proposed forms of
Notice; and (4) a copy of this Agreement.
4.5 Additional Forms of Notice. Should the Settlement Administrator determine that
additional methods of notice are required, they shall be included as part of the Notice Plan.
4.6 Contents of the Settlement Class Notice. The Notice shall advise the Settlement
Class of their rights, including the right to be excluded from or object to the Settlement Agreement
or its terms. The Notice shall specify that any objection to this Settlement Agreement, and any
papers submitted in support of said objection, shall be considered by the Court at the Fairness
Hearing, only if, on or before the Objection/Exclusion Deadline approved by the Court and
specified in the Notice, the Person making an objection submits copies of such papers to the Court
either by mailing them to the Class Action Clerk, or by filing them in person at any location of the
United States District Court for the Northern District of California, except that any objection made
by a Settlement Class Member represented by counsel must be filed through the Courts CM/ECF
system.
5. OPT-OUT AND OBJECTIONS
5.1 Right to Exclusion. Any Member of the Settlement Class may submit a Request
for Exclusion from the settlement at any time on or before the Objection/Exclusion Deadline. To
be valid, any Request for Exclusion must be in writing; identify the case name Locke v. Sega of
America, Inc. et al., No. 3:13-cv-01962-JD; state the name, address and telephone of the Person
seeking exclusion; be physically signed by the Person(s) seeking exclusion; affirm that the Person
submitting the Request for Exclusion purchased a copy of Aliens: Colonial Marines on or before
February 12, 2013; and must be postmarked or received by the Settlement Administrator on or

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before the Objection/Exclusion Deadline. Each Request for Exclusion must also contain a
statement to the effect that the Person submitting the Request for Exclusion is a Member of the
Class and wishes to be excluded for purposes of this partial settlement. Any requests to be
excluded that do not include all of the foregoing information, that are sent to an address other than
that designated in the Notice, or that are not postmarked within the time specified shall be invalid,
and the Persons listed in such a request shall be Members of the Settlement Class and shall be
bound as Settlement Class Members by the Agreement, if approved. Any Member of the
Settlement Class who elects to be excluded shall not: (i) be bound by any orders or the Judgment;
(ii) be entitled to relief under this Agreement; (iii) gain any rights by virtue of this Agreement; or
(iv) be entitled to object to any aspect of this Agreement. No Person may opt out of the Settlement
Class through mass or class opt-outs.
5.2 Right to Object. Any Settlement Class Member may comment in support of or in
opposition to this Agreement or its terms and may do so in writing, in person, or through counsel,
at his or her own expense, to be heard at the Fairness Hearing. Except as the Court may order
otherwise, no Settlement Class Member objecting to the settlement shall be heard and no papers,
briefs, pleadings, or other documents submitted by any such Settlement Class Member shall be
received and considered by the Court unless such Settlement Class Member shall mail to or file
with the Court by the Objection/Exclusion Deadline a written objection with the caption Locke v.
Sega of America, Inc. et al., No. 3:13-cv-01962-JD, that includes: (i) the Settlement Class
Members full name and current address, (ii) a signed declaration why he, she, or it believes
himself, herself, or itself to be a Member of the Settlement Class, or (iii) proof that he, she, or it
purchased Aliens: Colonial Marines on or before February 12, 2013, (iv) the specific grounds for
the objection, (v) all documents or writings that the Settlement Class Member desires the Court to
consider, (vi) the name and contact information of any and all attorneys representing, advising, or
in any way assisting the objector in connection with the preparation or submission of the objection
or who may profit from the pursuit of the objection (the Objecting Attorneys); and (vii) a
statement indicating whether the objector intends to appear at the Fairness Hearing (either

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personally or through counsel who must file an appearance or seek pro hac vice admission). If a
Settlement Class Member or any of the Objecting Attorneys has objected to any class action
settlement where the objector or the Objecting Attorneys asked for or received any payment in
exchange for dismissal of the objection, or any related appeal, without any modification to the
settlement, then the objection must include a statement identifying each such case by full case
caption. Any Settlement Class Member who fails to timely mail or file a written objection to or
with the Court and notice of his or her intent to appear at the Fairness Hearing in accordance with
the terms of this paragraph and as detailed in the Notice shall not be permitted to object to this
Agreement at the Fairness Hearing, shall be foreclosed from seeking any review of this Agreement
by appeal or other means and shall be deemed to have waived his, her, or its objections and be
forever barred from making any such objections in the Action or any other related action or
proceeding.
6. SETTLEMENT ADMINISTRATION
Under the supervision of the Court:
6.1 The Settlement Administrator shall disseminate the Notice as provided in Section 4
supra.
6.2 The Settlement Administrator shall administer the relief provided by this
Agreement by processing Claim Forms in a rational, responsive, cost effective, and timely manner.
The Settlement Administrator shall maintain reasonably detailed records of its activities performed
under this Agreement. The Settlement Administrator shall maintain all such records as is required
by applicable law in accordance with its normal business practices, and such records will be made
available to Class Counsel and Segas Counsel upon request. The Settlement Administrator shall
also provide reports and other information to the Court as the Court may require. The Settlement
Administrator shall provide Class Counsel and Segas Counsel with information concerning
Notice, the Notice Plan, and the administration and implementation of the Agreement. Should the
Court request, the Parties, in conjunction with the Settlement Administrator, shall submit a timely
report to the Court summarizing the work performed by the Settlement Administrator, including a

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report of all amounts from the Settlement Fund paid to Settlement Class Members on account of
Approved Claims. Without limiting the foregoing, the Settlement Administrator shall:
(a) Forward to Segas Counsel all original documents and other materials
received in connection with the administration of the Settlement Agreement within thirty
(30) days after the date on which all Claim Forms have been finally approved or disallowed
per the terms of the Settlement Agreement;
(b) Receive Requests for Exclusion from Settlement Class Members and
promptly provide to Class Counsel and Segas Counsel a copy thereof upon receipt. If the
Settlement Administrator receives any Requests for Exclusion from Settlement Class
Members after the Objection/Exclusion Deadline, the Settlement Administrator shall
immediately provide copies thereof to Class Counsel and Segas Counsel;
(c) Provide weekly reports to Class Counsel and Segas Counsel, including
without limitation, reports regarding the number of Claim Forms received; and
(d) Upon request, make available for inspection by Class Counsel or Segas
Counsel the Claim Forms and any other documents or correspondence received by the
Settlement Administrator relating to the Settlement Agreement at any time upon reasonable
notice.
6.3 The Settlement Administrator shall employ reasonable procedures to screen Claim
Forms for abuse or fraud. The Settlement Administrator shall reject a Claim Form, or any part of a
claim for a payment reflected therein, where there is evidence of abuse or fraud. The Settlement
Administrator shall also reject a Claim Form that does not contain all requested information
necessary to screen the Claim Form for fraud or abuse, after giving the Person submitting the
Claim Form a reasonable opportunity to provide any requested missing information. Both Segas
Counsel and Class Counsel shall have the right to challenge the acceptance or rejection of a Claim
Form submitted by Settlement Class Members. The Settlement Administrator shall follow any
agreed decisions of Segas Counsel and Class Counsel. To the extent Segas Counsel and Class
Counsel are not able to agree on the disposition of a challenge, the Settlement Administrator shall

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timely decide such challenge. Within thirty (30) days after the Claims Deadline, the Settlement
Administrator shall provide to Sega the names of all Settlement Class Members who submitted
Approved Claim Forms.
6.4 In the exercise of its duties outlined in this Agreement, the Settlement
Administrator shall have the right to reasonably request additional information from the Parties or
any Settlement Class Member.
6.5 The Settlement Administrator shall create the Settlement Website. The Settlement
Website shall contain claims information and relevant documents, including but not limited to a
copy of the Notice, the Claim Form, this Agreement, the order entered by the Court preliminarily
approving this Agreement, and the operative complaint in the Action and Defendants answers.
The Settlement Website shall also include a toll free telephone number and mailing address
through which the Members of the Settlement Class may contact the Settlement Administrator
directly.
6.6 The Settlement Administrator shall make all Settlement Payments by check and
mail them to Settlement Class Members ninety (90) days after the Effective Date.
7. TERMINATION OF SETTLEMENT
7.1 Subject to Paragraph 10 below, the Class Representative, on behalf of the
Settlement Class, or Sega, shall have the right to terminate this Settlement Agreement by providing
written notice of the election to do so (Termination Notice) to all other Parties hereto within ten
(10) days of any of the following events: (i) the Courts refusal to grant Preliminary Approval of
this Agreement in any material respect, or this Courts refusal to find that this Agreement was
entered into in good faith between Plaintiff and Sega; (ii) the Courts refusal to grant final approval
of this Agreement in any material respect; (iii) the Courts refusal to enter the Judgment in this
Action in any material respect; (iv) the date upon which the Judgment is modified or reversed in
any material respect by the Court of Appeals or the Supreme Court; or (v) the date upon which an
Alternative Judgment, as defined in Section 10.1(d) of this Agreement, is modified or reversed in
any material respect by the Court of Appeals or the Supreme Court.

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8. PRELIMINARY AND FINAL APPROVAL
8.1 Promptly after the execution of this Agreement, Class Counsel shall submit this
Agreement together with its exhibits to the Court and shall move the Court for Preliminary
Approval of the settlement set forth in this Agreement, appointment of Class Counsel and the
Class Representative, and entry of Preliminary Approval, which order shall set a Fairness Hearing
date and approve the Notice and Claim Form for dissemination in accordance with the Notice Plan.
8.2 At the time of the submission of this Agreement to the Court as described above,
Class Counsel shall request that, after Notice is disseminated to the Settlement Class, the Court
hold a Fairness Hearing and approve the settlement of the Action as set forth herein. At the same
time, Sega may move the Court for an order to determine that this Agreement has been entered
into between Plaintiff and Sega in good faith under California Code of Civil Procedure sections
877 and 877.6 et seq.
8.3 After Notice is disseminated to the Settlement Class, the Parties shall request and
obtain from the Court a Final Judgment. The Final Judgment will (among other things):
(a) find that the Court has personal jurisdiction over all Settlement Class
Members and that the Court has subject matter jurisdiction to approve this Agreement,
including all exhibits thereto;
(b) approve this Agreement and the proposed settlement as fair, reasonable and
adequate as to, and in the best interests of, the Settlement Class Members, and that the
Agreement has been entered into between Plaintiff and Sega in good faith; direct the
Parties and their counsel to implement and consummate this Agreement according to its
terms and provisions; and declare this Agreement to be binding on, and have res judicata
and preclusive effect in, all pending and future lawsuits or other proceedings maintained by
or on behalf of Plaintiff and all other Settlement Class Members, and Releasing Parties;
(c) find that the Notice and the Notice Plan implemented pursuant to this
Agreement (1) constitute the best practicable notice under the circumstances, (2) constitute
notice that is reasonably calculated, under the circumstances, to apprise the Settlement

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Class of the pendency of the Action, their right to object to or exclude themselves from this
Agreement and to appear at the Fairness Hearing, (3) are reasonable and constitute due,
adequate and sufficient notice to all Persons entitled to receive notice, and (4) meet all
applicable requirements of the Federal Rules of Civil Procedure, the Due Process Clause of
the United States Constitution and the rules of the Court;
(d) find that the Class Representative and Class Counsel adequately represented
the Settlement Class for purposes of entering into and implementing this Agreement;
(e) dismiss the Action against Sega (including all individual claims and
Settlement Class claims presented thereby) on the merits and with prejudice, without fees
or costs to any party except as provided in this Agreement and determined by the Court;
(f) incorporate the Release set forth above, make the Release effective as of the
date of the Judgment, and forever discharge the Released Parties as set forth herein;
(g) permanently bar and enjoin all Settlement Class Members who have not
been properly excluded from the Settlement Class from filing, commencing, prosecuting,
intervening in, or participating (as Settlement Class Members or otherwise) in, any lawsuit
or other action against Sega in any jurisdiction based on or arising out of the Released
Claims;
(h) authorize the Parties, without further approval from the Court, to agree to
and adopt such amendments, modifications and expansions of this Agreement and its
implementing documents (including all exhibits to this Agreement) as (1) shall be
consistent in all material respects with the Judgment, or (2) do not limit the rights of
Settlement Class Members;
(i) without affecting the finality of the Judgment for purposes of appeal, retain
jurisdiction as to all matters relating to administration, consummation, enforcement and
interpretation of the Agreement and the Judgment, and for any other necessary purpose;
and
(j) incorporate any other provisions, as the Court deems necessary and just.

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9. CLASS COUNSELS ATTORNEYS FEES AND REIMBURSEMENT OF
EXPENSES; INCENTIVE AWARD.
9.1 Sega agrees that Class Counsel shall be entitled to reasonable attorneys fees and
reimbursement of expenses up to a cap of three hundred twelve thousand five hundred dollars
($312,500) to be paid from the Settlement Fund as the Fee Award.
9.2 If there have been no objections to the Agreement, Sega shall pay to Class Counsel
from the Settlement Fund the Fee Award, as determined by the Court, within three (3) business
days after the date that the Court enters the Judgment. If there have been objections to the
Agreement, then Sega shall pay to Class Counsel from the Settlement Fund the Fee Award, as
determined by the Court, within three (3) business days after the Effective Date. Payment of the
Fee Award shall be made via wire transfer to an account designated by Class Counsel after
providing necessary information for electronic transfer.
9.3 In addition to any payment to which he may be entitled under this Agreement on
account of an Approved Claim, and in recognition of the time and effort he expended on behalf of
the Settlement Class, subject to the Courts approval, Sega shall pay to the Class Representative
from the Settlement Fund an incentive award in the amount of two thousand five hundred US
dollars ($2,500.00).
9.4 If there have been no objections to the Agreement, Sega shall pay to the Class
Representative from the Settlement Fund the incentive award, as determined by the Court, within
three (3) business days after the date that the Court enters the Final Judgment. If there have been
objections to the Agreement, then Sega shall pay to the Class Representative from the Settlement
Fund the incentive award, as determined by the Court, within three (3) business days after the
Effective Date. Payment of the incentive award to the Class Representative shall be made via wire
transfer to an account designated by Class Counsel after providing necessary information for
electronic transfer.

10. CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL,
CANCELLATION OR TERMINATION.
10.1 The Effective Date of this Settlement Agreement shall not occur unless and until

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each of the following events occurs and shall be the date upon which the last (in time) of the
following events occurs:
(a) This Agreement has been signed by the Parties, Class Counsel and Segas
Counsel;
(b) The Court has entered an order granting Preliminary Approval of the
Agreement;
(c) The Court has entered an order finally approving the Agreement, following
Notice to the Settlement Class and a Fairness Hearing, as provided in the Federal Rules of
Civil Procedure, and has entered the Judgment, or a judgment substantially consistent with
this Agreement; and
(d) The Judgment has become Final, as defined above, or, in the event that the
Court enters an order and final judgment in a form other than that provided above
(Alternative Judgment) and that has the consent of the Parties, such Alternative Judgment
becomes Final.
10.2 If some or all of the conditions specified in Paragraph 10.1 are not met, or in the
event that this Agreement is not approved by the Court, or the settlement set forth in this
Agreement is terminated or fails to become effective in accordance with its terms, then this
Agreement shall be canceled and terminated subject to Paragraph 10.3 unless Class Counsel and
Segas Counsel mutually agree in writing to proceed with this Agreement. If any Party is in
material breach of the terms hereof, any other Party, provided that it is in substantial compliance
with the terms of this Agreement, may terminate this Agreement on notice to all Parties.
Notwithstanding anything herein, the Parties agree that the Courts decision as to the amount of the
Fee Award to Class Counsel set forth above, regardless of the amount awarded, shall not prevent
the Agreement from becoming effective, nor shall it be grounds for termination.
10.3 If this Agreement is terminated or fails to become effective for the reasons set forth
in Paragraphs 7.1, 10.1, or 10.2 above, the Parties shall be restored to their respective positions in
the Action as of the date of the signing of this Agreement. In such event, any Judgment or other

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order entered by the Court in accordance with the terms of this Agreement shall be treated as
vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the
Action as if this Agreement had never been entered into.
11. MISCELLANEOUS PROVISIONS
11.1 The Parties shall request that the Court stay all pending case deadlines relating to
Sega.
11.2 The Parties (a) acknowledge that it is their intent to consummate this Agreement;
and (b) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent
reasonably necessary to effectuate and implement all terms and conditions of this Agreement and
to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this
Agreement. Class Counsel and Segas Counsel agree to cooperate with one another in seeking
entry of an order granting Preliminary Approval of this Agreement, as well as entry of the
Judgment, and promptly to agree upon and execute all such other documentation as may be
reasonably required to obtain final approval of the Agreement.
11.3 The Parties acknowledge that (a) any certification of the Settlement Class as set
forth in this Agreement, including certification of the Settlement Class for settlement purposes in
the context of Preliminary Approval, shall not be deemed a concession that certification of a
litigation class is appropriate, nor would Sega be precluded from challenging class certification in
further proceedings in the Action or in any other action if the Settlement Agreement is not
finalized or finally approved; (b) if the Settlement Agreement is not finally approved by the Court
for any reason whatsoever, then any certification of the Settlement Class will be void, the Parties
and the Action shall be restored to the status quo ante, and no doctrine of waiver, estoppel or
preclusion will be asserted in any litigated certification proceedings in the Action or in any other
action; and (c) no agreements made by or entered into by Sega in connection with the Settlement
may be used by Plaintiff, any person in the Settlement Class, or any other person to establish any
of the elements of class certification in any litigated certification proceedings, whether in the
Action or any other judicial proceeding.

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11.4 The Parties intend this Agreement to be a final and complete resolution of all
disputes between them with respect to the Released Claims by Plaintiff and the Settlement Class,
and each or any of them, on the one hand, against the Released Parties, and each or any of the
Released Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that
this Action, and only this Action, was brought by Plaintiff or defended by Sega, or each or any of
them, in bad faith or without a reasonable basis. Notwithstanding the foregoing language, this
Agreement does not preclude subsequent litigation between the Defendants regarding the subject
matter of this Action, nor limit any claims or defenses Defendants could assert in such litigation
against each other.
11.5 The Parties have relied upon the advice and representation of counsel, selected by
them, concerning their respective legal liability for the claims hereby released. The Parties have
read and understand fully the above and foregoing Agreement and have been fully advised as to
the legal effect thereof by counsel of their own selection and intend to be legally bound by the
same. Whether or not the Effective Date occurs or this Agreement is terminated, neither this
Agreement nor the settlement contained herein, nor any act performed or document executed
pursuant to or in furtherance of this Agreement or the settlement:
(a) is, may be deemed, or shall be used, offered or received against the Released
Parties, or each or any of them, as an admission, concession or evidence of, the validity of
any Released Claims, the truth of any fact alleged by Plaintiff, the deficiency of any
defense that has been or could have been asserted in the Action, the violation of any law or
statute, the reasonableness of the settlement amount or the Fee Award, or of any alleged
wrongdoing, liability, negligence, or fault of the Released Parties, or any of them, except
that this provision shall have no effect as to any claims that Sega and Gearbox may have
against each other;
(b) is, may be deemed, or shall be used, offered or received against Defendant
Sega, as an admission, concession or evidence of any fault, misrepresentation or omission
with respect to any statement or written document approved or made by the Released

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Parties, or any of them;
(c) is, may be deemed, or shall be used, offered or received against Plaintiff or
the Settlement Class, or each or any of them, as an admission, concession or evidence of,
the infirmity or strength of any claims raised in the Action, the truth or falsity of any fact
alleged by Defendants, or the availability or lack of availability of meritorious defenses to
the claims raised in the Action;
(d) is, may be deemed, or shall be used, offered or received against the Released
Parties, or each or any of them, as an admission or concession with respect to any liability,
negligence, fault or wrongdoing as against any Released Parties, in any civil, criminal or
administrative proceeding in any court, administrative agency or other tribunal. However,
the settlement, this Agreement, and any acts performed and/or documents executed in
furtherance of or pursuant to this Agreement and/or settlement may be used in any
proceedings as may be necessary to effectuate the provisions of this Agreement. If this
Agreement is approved by the Court, any party or any of the Released Parties may file this
Agreement and/or the Judgment in any action that may be brought against such party or
parties in order to support a defense or counterclaim based on principles of res judicata,
collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other
theory of claim preclusion or issue preclusion or similar defense or counterclaim; for the
avoidance of doubt, this provision shall be of no force and effect with respect to any action
that Sega or Gearbox may bring against each other;
(e) is, may be deemed, or shall be construed against Plaintiff, the Settlement
Class, or each or any of them, or against the Released Parties, or each or any of them, as an
admission or concession that the consideration to be given hereunder represents an amount
equal to, less than, or greater than the amount that could have or would have been
recovered after trial; and
(f) is, may be deemed, or shall be construed as or received in evidence as an
admission or concession against Plaintiff, the Settlement Class, or each and any of them, or

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against the Released Parties, or each or any of them, that any of Plaintiffs claims are with
or without merit or that damages recoverable in the Action would have exceeded or would
have been less than any particular amount.
11.6 The headings used herein are used for the purpose of convenience only and are not
meant to have legal effect.
11.7 The waiver by one party of any breach of this Agreement by any other party shall
not be deemed as a waiver of any other prior or subsequent breaches of this Agreement.
11.8 All of the exhibits to this Settlement Agreement are material and integral parts
thereof and are fully incorporated herein by this reference.
11.9 This Agreement and its exhibits set forth the entire agreement and understanding of
the Parties with respect to the matters set forth herein and supersede all prior negotiations,
agreements, arrangements, and undertakings with respect to the matters set forth herein. No
representations, warranties or inducements have been made to any party concerning this
Agreement or its exhibits other than the representations, warranties and covenants contained and
memorialized in such documents. This Agreement may be amended or modified only by a written
instrument signed by or on behalf of all Parties or their respective successors-in-interest.
11.10 Except as otherwise provided herein, each Party shall bear its own costs.
11.11 Plaintiff represents and warrants that he has not assigned any claim or right or
interest therein as against the Released Parties to any other Person or party and that he is fully
entitled to release the same.
11.12 Each counsel or other Person executing this Agreement, any of its exhibits, or any
related settlement documents on behalf of any party hereto hereby warrants and represents that
such Person has the full authority to do so and has the authority to take appropriate action required
or permitted to be taken pursuant to the Agreement to effectuate its terms.
11.13 This Agreement may be executed in one or more counterparts. All executed
counterparts and each of them shall be deemed to be one and the same instrument. Signature by
digital, facsimile, or in PDF format will constitute sufficient execution of this Agreement. A

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complete set of original executed counterparts shall be filed with the Court if the Court so requests.
11.14 This Settlement Agreement shall be binding upon, and inure to the benefit of, the
successors and assigns of the Parties hereto.
11.15 The Court shall retain jurisdiction with respect to implementation and enforcement
of the terms of this Agreement, and all Parties hereto submit to the jurisdiction of the Court for
purposes of implementing and enforcing the settlement embodied in this Agreement.
11.16 This Settlement Agreement shall be governed by and construed in accordance with
the laws of the State of California.
11.17 This Settlement Agreement is deemed to have been prepared by counsel for all
Parties, as a result of arms-length negotiations among the Parties with the aid of a neutral
mediator.
11.18 The Parties agree they have each contributed substantially and materially to the
preparation of this Agreement, and that it shall not be construed more strictly against one party
than another.
11.19 Where this Settlement Agreement requires notice to the Parties, such notice shall be
sent to the undersigned counsel: Rafey S. Balabanian, Edelson PC, 350 North LaSalle Street, Suite
1300, Chicago, Illinois 60654 and Claude M. Stern, Quinn Emanuel Urquhart & Sullivan, LLP,
555 Twin Dolphin Drive, 5th Floor, Redwood Shores, California 94065.
11.20 As is made clear in various provisions of this Agreement, and for the avoidance of
doubt, this Agreement shall not limit the ability of Sega and Gearbox to bring claims against each
other related to the subject matter of this Action and shall not limit the causes of action or defenses
each may assert against the other.

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IT IS SO AGREED TO BY THE PARTIES:
JOHN LOCKE,
Dated: August ___, 2014
__________________________________________
Individually and as representative of the Class
SEGA OF AMERICA, INC.
Dated: August ___, 2014 By (signature):
Name (printed):
Its (title):
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1 IT IS SO STIPULATED BY COUNSEL FOR THE PARTIES:
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3 Dated: August , 201 4EDELSON P.C.
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9 Dated: August t( 201 4QUINN EMANUEL URQUHART AND Su LIVAN, LLP
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BY:
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CLASS AC T I O N SE T T L E M E N T AG R E E M E N T CASE NO. 3:1 3-C v-01 962-.1 1 3
By:
R afey S. Balabanian
Attorney for Plaintiff and the C lass
C laude M. Stem
Attorney for Defendant Sega of America, I nc.
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Exhibit A


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UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA

IF YOU PURCHASED ALIENS: COLONIAL MARINES, YOU MAY BE ENTITLED
TO A PAYMENT FROM A PARTIAL CLASS ACTION SETTLEMENT.

A federal court authorized this notice. You are not being sued. It is not a solicitation from a lawyer.

! A partial settlement has been reached in a class action lawsuit against Sega of America, Inc. (Sega)
and Gearbox Software, L.L.C. (Gearbox) (collectively, Defendants). The class action lawsuit is
about whether Defendants marketing for the Aliens: Colonial Marines video game (Aliens: Colonial
Marines) misled consumers into purchasing Aliens: Colonial Marines. Sega denies these allegations,
but has agreed to a proposed Settlement that will only settle Plaintiffs claims against Sega. The case
filed by Plaintiff will continue against Gearbox.
! You are included in this Settlement if you purchased a copy of Aliens: Colonial Marines either on or
before February 12, 2013.
! Those included in the Settlement will be eligible to receive an equal (called pro rata) share of the
established $1,250,000 Settlement Fund, up to the amount they paid for Aliens: Colonial Marines, as
described below. The total amount of each payment will depend on the total number of valid claims
submitted.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:
SUBMIT A COMPLETED CLAIM
FORM
This is the only way to receive a payment.

DO NOTHING

You will receive no payment under the Settlement, and will give up
your rights to sue the Sega about the issues in this case.
ASK TO BE EXCLUDED FROM
THE SETTLEMENT WITH SEGA
You will receive no payment under the Settlement, but you will
keep any rights you may have to separately sue Sega about the same
legal issues resolved by this Settlement.

OBJECT TO THE SETTLEMENT
WITH SEGA

Write to the Court explaining why you dont like the Settlement.

GO TO THE SETTLEMENT
HEARING
Ask to speak in court about the Settlement.

These rights and optionsand the deadlines to exercise themare explained in this notice.
The Court still has to decide whether to approve the Settlement. Payments will be provided only after
any issues with the Settlement are first resolved by the Court. Please be patient.

BASIC INFORMATION

1. Why was this notice issued?


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A Court authorized this notice to let you know about a proposed partial Settlement with Sega. This
is only a partial settlement of the lawsuit. Plaintiff will continue to seek a recovery against Gearbox.
You have legal rights and options that you may act on before the Court decides whether to approve
the proposed Settlement. This notice explains the lawsuit, the Settlement, and your legal rights.
Judge James Donato of the U.S. District Court for the Northern District of California is overseeing
this class action. The case is known as Locke v. Sega of America, Inc. et al., No. 3:13-cv-01962-JD.
The individual who sued is called the Plaintiff. The companies he sued, Sega and Gearbox, are
called the Defendants.
2. What is a class action?

In a class action, one or more people called Class Representatives (in this case, John Locke) sue
on behalf of a group of people who have similar claims. Together, these people are called a Class
or Class Members. In a class action, the Court resolves the issues for all Class Members, except
for those who exclude themselves from the Class.

THE CLAIMS IN THE LAWSUIT AND THE SETTLEMENT

3. What is this lawsuit about?

This lawsuit alleges that Defendants each made false statements about specific qualities about
Aliens: Colonial Marines in their marketing of the game. The lawsuit claims that the Defendants
committed fraud, breached certain express warranties, and violated certain California consumer
protection laws. A more complete description of the allegations is set forth in the Second Amended
Class Action Complaint, which is available by clicking [URL].
Sega has denied and continues to deny any wrongdoing whatsoever, or that it committed, or
threatened, or attempted to commit any wrongful act or violation of law or duty alleged in the
Action, and contends that it has acted properly in all regards in connection with its development and
marketing practices. The Settlement is not an admission of wrongdoing, and the Court has not
decided and will not decide in favor of the Plaintiff or Sega. A more complete description of the
defenses raised by the Defendants is set forth in Segas Answer and Affirmative Defenses, which is
available by clicking [URL].
4. Why is there a Settlement with Sega?

The Court has not decided whether the Plaintiff or the Defendants should win this case. Instead,
Sega and the Plaintiff agreed to a Settlement. That way, they avoid the time burden and expenses
associated with ongoing litigation, and Class Members get compensation now rather than years from
now, if at all. The Class Representative and their attorneys (Class Counsel) believe that the
Settlement with Sega is in the best interests of the Class Members, and has been entered in good
faith given the risks that Plaintiff has in the lawsuit against Sega, that the settlement amount Sega is
prepared to pay reflects the risks that the plaintiff has in the lawsuit, and, given those risks, both: is
within the reasonable range of what the Plaintiff contends is Segas proportional share of
comparative liability for the class injuries, and that the amount Sega is paying to settle the suit is
according to Plaintiff and his counsel a rough approximation of Segas proportionate liability for
amount that Plaintiff contends are the potential total recovery against. The case will continue against
Gearbox and Plaintiff will ask the Court to award Class Members damages against Gearbox,
including exemplary damages up to three times the full purchase price for Aliens: Colonial Marines.

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WHO IS INCLUDED IN THE SETTLEMENT

You need to determine whether you are affected by this Settlement.

5. Am I part of the Partial Settlement?

The Settlement includes a Class of all persons in the United States who paid for a copy of the
Aliens: Colonial Marines video game either on or before February 12, 2013. Everyone who fits this
description is a Member of the Class.

If youre still not sure whether you are a Member of the Class, then view the Frequently Asked
Questions (FAQs) section of this website [link] for further explanation. You can also call the
Class Action Administrator at [1-XXX-XXXX]. Or, you can get free help by calling or writing the
lawyers in this case, at the phone number and addresses listed in Questions 9 and 21.

THE SETTLEMENT BENEFITS

6. What does the Settlement provide?

Sega has agreed to create a $1,250,000 million Settlement Fund. The Settlement Fund will be used
to pay all valid claims, costs of administering the settlement, attorneys fees, and incentive payment
to the class representative. The settlement also provides that Plaintiff can seek discovery against
Sega only after being unable to obtain from Gearbox or any third party such discovery.

Payments to Class Members: As part of the Settlement, Class Members who submit valid Claim
Forms before the deadline of [claims deadline] will each receive an equal (or pro rata) share of the
monies in the Settlement Fund, but in no event will any such payment exceed the amount that any
claimant paid for Aliens: Colonial Marines. The total amount paid to each claimant will depend on
the number of valid claims submitted by Settlement Class Members (there is an estimated 135,000
people in the Settlement Class). If the number of valid claims submitted by Class Members is low,
then the amount of individual payments to those Class Members who submitted valid claims will
rise up to the amount each person paid for their copy of Aliens: Colonial Marines. But if the
number of valid claims submitted by Class Members is high, then the amount of individual payments
to those Class Members who submitted valid claims will go down. There is also a chance that a
portion of the Settlement Fund will be distributed to either the National Consumer Law Center, a
not-for-profit organization, or Consumers Union, a not-for-profit organization, if there is money
remaining in the Settlement Fund after all claims, fees, and expenses have been paid.

Class members who wish to better understand the expected amount that will be paid on valid claims
based on the number of claims filed at that point can contact Class Counsel for further information at
(866) 354-3015.

7. When will I get my payment?

The final hearing to consider the fairness of the Settlement is scheduled for [Fairness Hearing Date].
If the Court approves the Settlement, and after any appeals process is completed, eligible Class

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Members whose claims were approved by the Settlement Administrator will be sent a check. Please
be patient. All checks will expire and become void 90 days after they are issued.

HOW TO GET BENEFITS

8. How do I get benefits?

If you are a Class Member and you want to participate in the Settlement, you must complete and
submit a truthful Claim Form by [Claims Deadline]. Claim Forms can be found and submitted
online. To submit a Claim Form online or to request a paper copy to submit by mail, go to
www.[settlementwebsite.net].

THE LAWYERS REPRESENTING YOU

9. Do I have a lawyer in this case?

Yes. The Court has appointed lawyers Rafey S. Balabanian, Christopher L. Dore, and Benjamin S.
Thomassen from Edelson PC as the attorneys to represent you and the other Class Members. These
attorneys are called Class Counsel. You can reach Class Counsel with any questions about the
case, settlement process, or claims process at (866) 354-3015 or at the address listed in response to
Question 21, below.

10. Should I get my own lawyer?

You dont need to hire your own lawyer because Class Counsel is working on your behalf. But, if
you want your own lawyer, you will have to pay that lawyer yourself. For example, you can ask
your lawyer to appear in Court for you if you want someone other than Class Counsel to represent
you.

11. How will the lawyers get paid?

Class Counsel will ask the Court for attorneys fees of up to 25% of the Settlement Fund and will
also ask the Court to award the Class Representative $2,500 for serving as the Plaintiff in this case.
The Court will determine the proper amount of any attorneys fees and expenses to award Class
Counsel and the proper amount of any award to the Class Representative. The Court may award less
than the amounts requested and any money not awarded will stay in the Settlement Fund to pay
Class Members.

YOUR RIGHTS AND OPTIONS

12. What happens if I do nothing?

If you do nothing, you wont get any payment or any other benefits under the Settlement. But,
unless you exclude yourself, you wont be able to start a lawsuit or be part of any other lawsuit
against Sega for the claims or legal issues being resolved by this Settlement.

13. What happens if I ask to be excluded?


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If you exclude yourself from the Settlement, you cant claim any money or receive any benefits as a
result of the Settlement. You will keep your right to start or continue your own lawsuit against Sega
for the same legal claims made in this lawsuit. You will not be legally bound by the Courts
judgments related to the Class and Sega in this class action.

14. How do I ask to be excluded?

You can ask to be excluded from the Settlement. To do so, you must send a signed letter stating that
you want to be excluded from the Settlement in Locke v. Sega of America, Inc. et al., No. 3:13-cv-
01962-JD. Your letter must also include (1) your full name, telephone number, and your current
address; and (2) a statement that you paid for a copy of Aliens: Colonial Marines on or before
February 12, 2013. Your exclusion request must be postmarked and mailed no later than
[objection/exclusion deadline] to:
Locke v. Sega of America, Inc. et al.
Settlement Administrator
0000 Street
City, ST 00000

15. If I dont exclude myself, can I sue Sega for the same thing later?

No. Unless you exclude yourself, you give up any right to sue Sega for the claims in this lawsuit and
resolved by this Settlement.
16. How do I object to the Settlement?

If you do not exclude yourself from the Settlement Class, you can object to the Settlement if you
dont like any part of it. You can give reasons why you think the Court should deny approval by
filing an objection. You cant ask the Court to order a larger settlement; the Court can only approve
or deny the settlement. If the Court denies approval, no settlement payments will be sent out and the
lawsuit against Sega will continue. If that is what you want to happen, you must object. The Court
will consider your views. No later than [objection / exclusion deadline], your objection to the
Settlement must be filed in person at any location of the United States District Court for the
Northern District of California or postmarked to the Court at:

Class Action Clerk
United States District Court for the Northern District of California
Phillip Burton Federal Building & United States Courthouse
450 Golden Gate Avenue
San Francisco, CA 94102
To object, you must mail or file a letter or brief to or with the Court stating that you object to the
Settlement in Locke v. Sega of America, Inc. et al., No. 3:13-cv-01962-JD. Your letter or brief must
also include (1) the Settlement Class Members full name and current address, (ii) a signed
declaration that he or she believes himself or herself to be a Member of the Settlement Class and an
explanation of the basis for such belief, or (iii) proof of purchase of Aliens: Colonial Marines on or
before February 12, 2013, (iv) the specific grounds for the objection, (v) all documents or writings
that the Settlement Class Member desires the Court to consider, (vi) the name and contact
information of any and all attorneys representing, advising, or in any way assisting the objector in
connection with the preparation or submission of the objection or who may profit from the pursuit of
the objection (the Objecting Attorneys); and (vii) a statement indicating whether the objector

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intends to appear at the Fairness Hearing (either personally or through counsel who must file an
appearance or seek pro hac vice admission). If a Settlement Class Member or any of the Objecting
Attorneys has objected to any class action settlement where the objector or the Objecting Attorneys
asked for or received any payment in exchange for dismissal of the objection, or any related appeal,
without any modification to the settlement, then the objection must include a statement identifying
each such case by full case caption. (See Questions 18-20).
Class Counsel will file with the Court and post on this Settlement Website its request for attorneys
fees two weeks prior to [objection/exclusion deadline].

17. Whats the difference between objecting to the Settlement and excluding myself?

Objecting is telling the Court that you dont like something about the Settlement. You can object to
the Settlement only if you stay in the Class (i.e., you dont exclude yourself from the Settlement).
Excluding yourself is telling the Court that you dont want to be part of the Settlement. If you
exclude yourself from the Settlement, you have no basis to object because the Settlement no longer
affects you.

THE COURTS FAIRNESS HEARING

18. When and where will the Court decide whether to approve the Settlement?

The Court will hold the Final Approval Hearing at [time] a.m./p.m. on [date], 2014 before Judge
James Donato in Courtroom 11 (19th Floor) of the United States District Court for the Northern
District of California (San Francisco Division), 450 Golden Gate Avenue, San Francisco, CA 94102.
The purpose of this hearing will be for the Court to determine whether (1) to approve the Settlement
as fair, reasonable, adequate, and in the best interests of the Class; (2) to consider Class Counsels
request for attorneys fees and expenses; and (3) to consider the request for an incentive award to the
Class Representative. At the same time, the Court may also conduct a hearing on a motion by Sega
for a ruling that the settlement has been entered into by Plaintiff and Sega in good faith. At that
hearing, the Court will listen to any objections and arguments concerning the fairness of the
Settlement.
Note: The date and time of the fairness hearing are subject to change by Court Order, but any
changes will be posted at the settlement website, [www.website.net] or through the Courts Public
Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov.

19. Do I have to come to the Fairness Hearing?

No. Class Counsel will answer any questions the Court may have. But you are welcome to come at
your own expense. If you send an objection, you dont have to come to Court to talk about it. As
long as your written objection was filed and mailed on time and meets the other criteria described in
the Settlement, the Court will consider it. You may also pay another lawyer to attend, but you dont
have to.
20. May I speak at the hearing?


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If you do not exclude yourself from the Settlement Class, you may ask the Court for permission to
speak at the hearing concerning any part of the proposed Settlement by asking to speak in your
objection by following the instructions above.

GETTING MORE INFORMATION

21. How do I get more information?

You can visit www.[settlementwebsite.net] for Court Documents, the precise terms of the settlement,
and updated information about the lawsuit and the Settlement as it becomes available. These are also
available by accessing the Court docket in this case through the Courts PACER system at
https://ecf.cand.uscourts.gov, or by visiting the office of the Clerk of the Court for the United States
District Court for the Northern District of California, Phillip Burton Federal Building & United
States Courthouse, 450 Golden Gate Avenue, San Francisco, CA 94102, between 9:00 a.m. and 4:00
p.m., Monday through Friday, excluding Court holidays. You may also call the Settlement
Administrator at [1-XXX-XXXX] or contact Class Counsel by phone (866) 354-3015 or by mail at
Ben Thomassen, Edelson PC, 350 N. LaSalle Street, Suite 1300, Chicago, Illinois 60654, if you have
any questions. Before doing so, however, please read this full notice carefully. You may also find
additional information elsewhere on this website. Questions may not be directed to the Court.

PLEASE DO NOT CONTACT THE COURT, THE JUDGE, OR THE DEFENDANTS WITH QUESTIONS
ABOUT THE SETTLEMENT.

QUESTIONS? CALL 1-XXX-XXXX TOLL FREE, OR VISIT WWW.[SETTLEMENTWEBSITE.NET]


Exhibit B


Locke v. Sega of America, Inc. et al., Case No. 3:13-cv-01962-JD (N.D. Cal.)
CLAIM FORM

NOTE: If you are a Settlement Class Member and believe you are entitled to receive a cash
payment for your purchase of the Aliens: Colonial Marines video game, you must complete this Claim
Form pursuant to the terms of the Settlement Agreement. For your claim to be considered valid, you
must complete this form. Failing to fill in a blank or filling in a blank with the words I dont know or
equivalent substance will invalidate your claim. Your Claim Form must be postmarked or completed
online on or before [date]. Please note that the Settlement Administrator may contact you to request
more information about your submitted Claim Form and will reject any Claim Form that contains
evidence of fraud. Class Counsel and Sega also have the right to challenge the acceptance or rejection of
any submitted Claim Form.

Please fill out the information below completely. If the information you provide is insufficient to
determine whether you are a Settlement Class Member, your claim may be rejected.

Name:
Address:
Email Address:
Phone Number (Optional. The Settlement Administrator may call you for additional information to
process your claim, if necessary):

PRODUCT PURCHASE INFORMATION:
1. I, (your name), believe I am a member of the
Settlement Class.
2. Indicate on what date you purchased, how much you paid, and where you purchased Aliens:
Colonial Marines:
Date of Purchase: ______________________________________________________________________
Amount Paid:
Place of Purchase (name of retail, internet or other specific location; identifying only city or state
is inadequate):

OPTIONAL PURCHASE EVIDENCE:
If you cannot provide the information required to complete the Product Purchase Information above, you
have the option of submitting other proof showing that you pre-ordered Aliens: Colonial Marines. This
may include a receipt, a credit card statement, or anything else which demonstrates that you pre-ordered
and purchased the game. You can use the form on this page to submit your optional purchase evidence
to the Settlement Administrator.
3. Are you submitting optional purchase evidence?
___ Yes ___ No

I declare under penalty of perjury of the laws of the United States that all of the foregoing information I
have provided is true and correct.

Dated:
Sign Here
INSTRUCTIONS FOR COMPLETION OF THIS CLAIM FORM:


1. Please print or type all information legibly and carefully. If and when the Settlement receives
final approval from the Court and any appeals of such determination have been resolved in favor of
approval of the Settlement, a check will be sent to all Settlement Class Members whose names appear on
a valid Claim Form. The Parties have the right to audit all claims for accuracy, veracity, and compliance
with the terms and conditions of the Settlement Agreement.

2. You may submit a claim only if you purchased a copy of Aliens: Colonial Marines either on or
before February 12, 2013.

3. If your claim is valid and timely, you may recover a one-time payment from the $1,250,000
Settlement Fund. Each valid claimant will receive an equal, pro rata, share from the fund, but in no
event more than the amount he, she, or it paid for Aliens: Colonial Marines. Please note that the per-claim
amount will change depending on the number of valid claims submitted.

Exhibit C


IF YOU PURCHASED ALIENS: COLONIAL MARINES, YOU MAY BE ENTITLED
TO PAYMENT FROM A PARTIAL CLASS ACTION SETTLEMENT
www.[settlementwebsite.net]

COURT AUTHORIZED NOTICE OF CLASS ACTION AND PROPOSED SETTLEMENT

A partial settlement has been reached in a class action lawsuit
involving Sega of America, Inc. (Sega) and Gearbox Software,
L.L.C. (Gearbox) (collectively, Defendants) regarding the
Aliens: Colonial Marines video game (Aliens: Colonial
Marines). If you are a part of the Settlement Class, your
legal rights may be affected whether or not you act. Please
read this notice carefully. Visit www.[settlementwebsite.net] to
read the full notice and view other court documents.

What is the Lawsuit About?
The lawsuit claims that certain marketing materials for the
game released on or before February 12, 2013 misled consumers
into purchasing Aliens: Colonial Marines. Plaintiff alleges each
of the Defendants misled consumers into purchasing Aliens:
Colonial Marines in violation of certain California consumer
protection statutesincluding Californias Consumers Legal
Remedies Act, Unfair Competition Law, and False Advertising
Lawand common law. Sega vigorously denies that it violated
any law or committed any wrongdoing. The Court has not
determined who is right. Rather, Sega and the Plaintiff have
agreed to settle the lawsuit only against Sega to avoid the time,
burden, and expenses associated with further litigation. The case
will continue against Gearbox.

How Do I Know if I am a Class Member?
You are a Class Member if you purchased Aliens: Colonial
Marines either on or before February 12, 2013. More detailed
information concerning the Class can be found at
www.[settlementwebsite.net]. The Class is estimated to number
approximately 135,000 people.

What Can I Get From the Settlement?
Sega has agreed to establish a $1.25 million Settlement Fund,
which will be used to pay the claims of Class Members, as well
as other costs of the Settlement. If you are a Settlement Class
Member and the Court approves the Settlement, you may be
entitled to money. Each Settlement Class Member who submits a
valid claim will be entitled to an equal (pro rata) share of the
monies remaining in the Settlement Fund, but not to exceed the
amount he, she, or it paid for Aliens: Colonial Marines, after
payment of the other costs of the Settlement. The total amount
paid to each claimant will depend on the total number of valid
claims submitted by Settlement Class Members. There is also a
chance that a portion of the Settlement Fund could be distributed
to the National Consumer Law Center, a not-for-profit
organization, based on the number of valid claims submitted.
Further information about how the money will be set aside and
distributed can be found at www.[settlementwebsite.net].

How Do I Submit a Claim for Payment?

To qualify for a cash payment, you must submit a timely and
properly completed Claim Form signed under penalty of perjury.
You may submit this online at [website] no later than [deadline],
or you may mail a completed Claim Form postmarked no later
than [deadline] to Locke v. Sega of America, Inc. et al.,
Settlement Administrator, [address]. Only claims that meet the
requirements of the Settlement Agreement will be eligible for
payment.

What are My Other Options?
You will be a Member of the Settlement Class unless you
exclude yourself from the Settlement. If you do not wish to be a
Settlement Class Member, you may exclude yourself by sending
a letter to the Settlement Administrator no later than [deadline]. If
you choose to exclude yourself, you give up your right to any
payment or to object to the Settlement, but you retain any rights
you may currently have to sue Sega over the legal issues in this
action. If you choose to bring your own lawsuit, you will have to
hire and pay for your own lawyer.
You and/or your lawyer also have the right to appear before
the Court and/or object to the proposed Settlement. Objecting is
telling the Court you dont like something about the Settlement.
You can object ONLY if you stay in the Settlement Class. Your
written objection must be filed with, or mailed to, the Court no
later than [objection/exclusion deadline]. Specific instructions
about how to object to, or exclude yourself from, the Settlement
are available at www.[settlementwebsite.net].

If you do nothing, you will remain a Settlement Class Member,
and if the Court approves the Settlement, you will be bound by all
orders and judgments of the Court. However, you need to timely
submit a valid Claim Form to get a payment. If the Settlement is
approved, your claims against Sega relating to the alleged
deception used to market Aliens: Colonial Marines will be fully
and finally resolved and released.

Who Represents Me?
The Court has appointed lawyers from Edelson PC that
brought the lawsuit to represent the Class. These attorneys are
referred to as Class Counsel. You will not be charged for these
lawyers. If you want to be represented by your own lawyer in this
case, you may hire one at your own expense.

When will the Court Consider the Proposed Settlement?
The Court will hold a Fairness Hearing to determine the
fairness of the Settlement on [date] in Courtroom 11, 19th Floor,
450 Golden Gate Avenue, San Francisco, CA 94102. At the same
time as the Fairness Hearing, Sega may also ask the Court to
determine that the settlement between Plaintiff and Sega has been
entered into in good faith. There, the Court will hear any
objections concerning the Settlement. The hearing may be
postponed to a different date or time without notice. You are not
required to come to this hearing.

At the hearing to determine the fairness of the Settlement,
Class Counsel will ask the Court for attorneys fees and expenses
of up to 25% of the Settlement Fund. This amount reimburses
Class Counsel for investigating the facts, litigating the case, and
negotiating the Settlement. The Court has also appointed a Class
Representative, and Class Counsel will ask the Court for an
incentive award of $2,500 to this individual for his services in
helping bring and settle this case. Class Counsels attorneys
fees and the Class Representatives incentive award will be
paid from the Settlement Fund. The Court may award less than
these amounts.

How Do I Get More Information?
This notice is only a summary of the lawsuit and proposed
Settlement. For more information, including the full notice, go to
www.[settlementwebsite.net], contact the Settlement
Administrator at (XXX) XXX-XXXX or [address], or call Class
Counsel at (866) 354-3015. Please do not contact the Court, the
Judge, or the Defendants with questions about this Settlement.

By Order of the Court Dated: [date]

Exhibit D


If you bought the following video game on or before February 12, 2013, you may be entitled to
money from a class action settlement: Aliens: Colonial Marines.

If you purchased Aliens: Colonial Marines on or before February 12, 2013, you may get money
from a class action settlement.

If you paid for Aliens: Colonial Marines on or before February 12, 2013, you may be entitled to
money from a class action settlement.

If you purchased Aliens: Colonial Marines on or before February 12, 2013, you may get money
from a class action settlement involving Sega of America, Inc.

If you paid for Aliens: Colonial Marines on or before February 12, 2013, you may be entitled to
money from a class action settlement involving Sega of America, Inc.


Exhibit 2
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Declaration of Rafey S. Balabanian


Mark S. Eisen (SBN 289009)
meisen@edelson.com
EDELSON PC
Tel: 213.533.4100
Fax: 213.947.4251

EDELSON PC
Tel: 312.589.6370
Fax: 312.589.6378



individually and on behalf of all others similarly
situated,

Plaintiffs,

v.


Defendants.


DECLARATION OF RAFEY S.
BALABANIAN IN SUPPORT OF
PLAINTIFF LOCKES MOTION FOR
PRELIMINARY APPROVAL OF A
CLASS ACTION SETTLEMENT
AGREEMENT

Date: September 17, 2014
Time: 9:30 a.m.


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Declaration of Rafey S. Balabanian 2


Pursuant to 28 U.S.C. 1746, I hereby declare and state as follows:
1. I am an attorney admitted pro hac vice in the above-captioned matter. I am
submitting this declaration in support of Plaintiffs Motion for Preliminary Approval of a Class
Action Settlement Agreement. I am fully competent to make this declaration, which is based upon
my personal knowledge except where expressly noted otherwise. If called upon to testify as to the
matters attested to herein, I could and would competently do so.
2. I am a partner in the law firm of Edelson PC and represent Plaintiff John Locke
(Plaintiff) in the above-captioned matter.
3. Plaintiff brought this case on behalf of himself and a proposed class of consumers
who, as alleged in the First Amended Complaint, purchased the video game Aliens: Colonial
Marines on or before its retail release date, February 12, 2013, in reliance on Defendants
misrepresentations of the games quality and features.
4. Following the parties Rule 26(f) conference, Plaintiff propounded interrogatories
and requests for production on both Defendant Sega of America, Inc. (Sega) and Defendant
Gearbox Software, L.L.C. (Gearbox) (collectively, the Defendants). Defendants, in turn,
noticed the depositions of Damion Perrine and Plaintiff John Locke.
5. During the discovery process, however, the parties began discussing the possibility
of attempting to resolve this matter through private mediation. To that end, the parties agreed to
focus the exchange of discovery on issues each side would need to effectively advocate their
respective settlement position, including information regarding the size of the class and the
marketing and sale of the game.
6. Thus, Sega and Gearbox produced (i) information that indicated the number of
copies of Aliens: Colonial Marines that were sold on or before the games release date of February
12, 2013, (ii) a copy of the agreement, along with the many amendments thereto, entered into
between Sega and Gearbox to develop and publish the game, (iii) a complete list of all trailers
advertising the game, (iv) links and descriptions of the code used to create the game trailers, and
(v) a detailed description of a live gameplay event that took place shortly before the games
February 2013 release date.
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7. Sega and Gearbox initially indicated that about 150,000 consumers had purchased
Aliens; Colonial Marines on or before February 12, 2013, but Sega later clarified that that figure
included purchasers from Mexico and Canada. According to Sega, the number of U.S. purchasers
of Aliens: Colonial Marines on or before February 12, 2013 is estimated to be in the range of
132,000135,000.
8. In preparation for their scheduled in-person mediation at JAMS, the parties drafted
and exchanged mediation briefs that contained additional factual information along with each
sides ultimate legal position.
9. Counsel for the parties participated in a day-long mediation before Judge Rebecca
Westerfield (ret.) at JAMS in San Francisco on January 21, 2014. Although the parties made
significant progress during these talks, they were unable to come to a final agreement. At the end
of the day, Mr. Perrine and Mr. Locke left Sega and Gearbox with a best-and-final offer that
included a $1.25 million non-reversionary settlement to release Sega, but not Gearbox, or a $2
million non-reversionary settlement to release both defendants.
10. The parties continued to negotiate after the mediation, and later reached the
principal terms of a compromise settlement agreement that would have resolved all claims against
Sega and Gearbox in exchange for the creation of a $2 million settlement fund with a partial
reverter of $750,000.
11. During the June 26, 2014 case management conference, after counsel for Plaintiff
explained the general contours of the compromise settlement agreement to the Court, the Court
expressed certain concerns with some of the terms, namely the reversionary aspect of the
settlement. Subsequently, and in light of the Courts expressed concerns about that agreement, the
parties attempted to re-negotiate the agreement so as to address the different issues raised at the
conference. Over the course of those negotiations, Plaintiff reached a revised settlement agreement
with Sega but not with Gearbox. The structure of that revised agreementwherein Plaintiff and
the settlement class would release their claims against Sega alone for a $1.25 million, non-
reversionary fundis identical to the structure of Plaintiffs best-and-final offer made at the
conclusion of the January 21st mediation overseen by Judge Westerfield.
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12. Because Plaintiff was unable to reach an agreement with Gearbox, Gearbox is not a
party to this settlement nor is it contributing to the proposed settlement payout in any way. Thus, I
expect litigation against Gearbox to continue, even if the Court approves the proposed settlement
with Sega.
13. Over the course of the parties negotiations, Defendants confirmed that they do not
have individual contact information for settlement class members (i.e., for individual purchasers of
Aliens: Colonial Marines), which makes direct notice to class members impossible. Therefore, the
parties asked the proposed settlement administrator, KCC Class Action Services, to propose a
publication notice plan that would reach at least 70% of class members.
14. To create its plan, KCC analyzed marketing data, such as consumer demographics
and product and brand usage, to determine the characteristics, interests, and habits of class
members (i.e., individuals who play first-person-shooter video games, and would have been early
purchasers of Aliens: Colonial Marines).
15. Based on its analysis, KCC proposed a multifaceted notice plan, which included
print publication in three widely-circulated magazines whose readers are more than twice as likely
as the general public to play shooter and war video games: ESPN: The Magazine, Guns & Ammo,
and Rolling Stone. The proposal also called for additional print publication in the form of four
consecutive weekly notices in the San Francisco Chronicle or Modesto Bee, consistent with the
requirements of the CLRA. In addition to print advertising, KCCs recommended notice plan
called for the placement of internet banner ads designed to create 39 million unique impressions
among men aged 1849 on automotive, sports, news, and technology sites.
16. Additionally, the magazine and newspaper notice recommended by KCC will direct
settlement class members to a settlement website that will serve as the long-form notice required
by Federal Rule of Civil Procedure 23(c)(2)(B). It will contain a plain language explanation of
both the nature of the lawsuit and of class members rights (including the right to opt-out or
object). The website will also include relevant court documents, instructions on how to access the
docket (either online via PACER or in person), the date of the final approval hearing, answers to
frequently asked questions, and a toll-free number to reach proposed class counsel. Settlement
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class members will be able to fill out and submit a simple, easy to read, three-question claim form
directly through the settlement website, and will not be required to submit documentation of their
purchases (although they have the option of doing so, if they so choose).
17. Separate from, and in addition to, the notice plan recommended by KCC and
adopted by the Settlement Agreement, it should be noted that many online news outlets that cover
the video game industry have been following the controversy surrounding the release of Aliens:
Colonial Marinesincluding articles directly discussing this lawsuit. These online news outlets
were the same ones that initially showcased the misleading gameplay demonstrations at issue in
this case. Given this coverage and related consumer interest, and should the Court grant
preliminary approval, I anticipate that these sources will broadly cover news of this partial
settlement, and result in significant exposure of the settlement to settlement class members.
18. Attached hereto as Exhibit A is a true and accurate copy of Edelson PCs firm
resume. As shown in Exhibit A, Edelson PC has extensive experience in prosecuting class actions
and other complex litigation of a similar nature, scope, and complexity. Further Edelson PC has
intimate knowledge of the law in the field of consumer goods and has prosecuted numerous class
actions involving the fraudulent design and marketing of such goods.
19. My firm has expended substantial resources prosecuting this case, including
significant motion practice and independent investigation. We have successfully negotiated a
settlement agreement for the benefit of the proposed class, and we will continue to work diligently
to resolve this case.
20. Plaintiff has been injured in the same way asand therefore has the same interests
asproposed class members. Mr. Locke pre-ordered his copy of Aliens: Colonial Marines based
on the same representations available to every other member of the proposed settlement class.
Accordingly, Plaintiff has no interests antagonistic to those of the settlement class and will
continue to adequately represent the interests of that classboth through supporting this
settlement and in the ongoing case against Gearbox.
21. I am confident that the Plaintiff has alleged a strong claim against Sega, and I
believe, had settlement not been reached, that the Court would have certified a class and granted
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summary judgment in favor of Plaintiff on some key issues. However, Sega is represented by
highly experienced attorneys from one of the most preeminent law firms in the world, and has
made clear that without a settlement, it was prepared to continue vigorously defending this case,
including by contesting Plaintiffs claims both at class certification and on the merits. Plaintiff is
also aware that in the absence of a settlement, he would be subject to the uncertainty and expense
of trial, and the risks and delays of inevitable appeals. Based on my experience in other diminution
of value consumer class action cases analogous to this one, and balancing the strength of
Plaintiffs claims against the remaining legal and factual obstacles, I believe that the relief
afforded to the proposed Settlement Class through the settlement with Sega is in the best interest
of the proposed Class.
22. Both John Locke and Sega have agreed and committed to execute the Settlement
Agreement that is attached to Plaintiff Lockes Motion for Preliminary Approval as Exhibit 1.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 11th day of August 2014 at Chicago, Illinois.

/s/ Rafey S. Balabanian
Rafey S. Balabanian


Exhibit A
EDELSON PC Firm Resume as of August 2014
EDELSON PC FIRM RESUME
EDELSON PC is a plaintiffs class action and commercial litigation firm with attorneys in
Illinois, Colorado, and California.
Our attorneys have been recognized as leaders in these fields by state and federal
legislatures, national and international media groups, the courts, and our peers. Our reputation
for leadership in class action litigation has led state and federal courts to appoint us lead counsel
in many high-profile class actions, including privacy suits against comScore, Netflix, Time,
Microsoft, and Facebook; numerous Telephone Consumer Protection Act (TCPA) cases
against companies such as Google, Twentieth Century Fox, and Simon & Schuster; class actions
against Citibank, Wells Fargo, and JP Morgan Chase related to reductions in home equity lines
of credit; fraudulent marketing cases against software companies such as Symantec; mobile
content class actions against all major cellular telephone carriers; the Thomas the Tank Engine
lead paint class actions; and the tainted pet food litigation. We have testified before the United
States Senate on class action issues and have repeatedly been asked to work on federal and state
legislation involving cellular telephony, privacy, and other issues. Our attorneys have appeared
on dozens of national and international television and radio programs to discuss our cases and
class action and consumer protection issues more generally. Our attorneys speak regularly at
seminars on consumer protection and class action issues, lecture on class actions at law schools,
and are asked to serve as testifying experts in cases involving class action and consumer issues.
PLAINTIFFS CLASS AND MASS ACTION PRACTICE GROUP
EDELSON PC is a leader in plaintiffs class and mass action litigation, with a particular
emphasis on consumer technology class actions, and has been called a class action super
firm. (Decalogue Society of Lawyers, Spring 2010.) As recognized by federal courts
nationwide, our firm has an extensive histor[y] of experience in complex class action litigation,
and [is a] well-respected law firm[] in the plaintiffs class action bar. In re Pet Food Prod. Liab.
Litig., MDL Dkt. No. 1850, No. 07-2867 (NLH) (D.N.J. Nov. 18, 2008). A leading arbitrator
concurred, finding that Edelson was extraordinarily experienced in consumer protection class
actions generally, including technology consumer protection class action[s].
In appointing our firm interim co-lead in one of the most high profile cases in the
country, a federal court pointed to our ability to be vigorous advocates, constructive problem-
solvers, and civil with their adversaries. In Re JPMorgan Chase Home Equity Line of Credit
Litig., No. 10 C 3647 (N.D. Ill, July 16, 2010). After hard fought litigation, that case settled,
resulting in the reinstatement of between $3.2 billion and $4.7 billion in home credit lines.
We have been specifically recognized as pioneers in the electronic privacy class action
field, having litigated some of the largest consumer class actions in the country on this issue. In
re Facebook Privacy Litig., No. C 10-02389, Dkt. 69 at 5 (N.D. Cal. Dec. 10, 2010) (order
appointing the firm interim co-lead of privacy class action); see also In re Netflix Privacy Litig.,
No. 11-cv-00379, Dkt. 59 at 5 (N.D. Cal. Aug. 12, 2011) (appointing us the sole lead counsel
due, in part, to our significant and particularly specialized expertise in electronic privacy
litigation and class actions[.]).
Similarly, as recognized by a recent federal court, our firm has pioneered the application
of the TCPA to text-messaging technology, litigating some of the largest consumer class actions
in the country on this issue. Ellison v Steve Madden, Ltd., No. 11-cv-5935 PSG, Dkt. 73 at 9
(C.D. Cal. May 7, 2013).
We have several sub-specialties within our plaintiffs class action practice:
PRIVACY/DATA LOSS
Data Loss/Unauthorized Disclosure of Data
We have litigated numerous class actions involving issues of first impression against
Facebook, Apple, Netflix, Sony, Redbox, Pandora, Sears, Storm 8, Google, T-Mobile,
Microsoft, and others involving failures to protect customers private information,
security breaches, and unauthorized sharing of personal information with third parties.
Representative settlements and ongoing cases include:
Dunstan v. comScore, Inc., No. 11-cv-5807 (N.D. Ill.): Lead counsel in
certified class action accusing internet analytics company of improper data
collection practices. The court has preliminarily approved a $14 million
settlement.
Resnick v. Avmed, No. 10-cv-24513 (S.D. Fla.): Lead counsel in data
breach case filed against health insurance company. Obtained landmark
appellate decision endorsing common law unjust enrichment theory,
irrespective of whether identity theft occurred. Case also resulted in the
first class action settlement in the country to provide data breach victims
with monetary payments irrespective of identity theft.
In re Netflix Privacy Litigation, No. 11-cv-00379 (N.D. Cal.): Sole lead
counsel in suit alleging that defendant violated the Video Privacy
Protection Act by illegally retaining customer viewing information. Case
resulted in a $9 million dollar cy pres settlement that has been finally
approved (pending appeal).
Halaburda v. Bauer Publishing Co., No. 12-cv-12831 (E.D. Mich.);
Grenke v. Hearst Communications, Inc., No. 12-cv-14221 (E.D. Mich.);
Fox v. Time, Inc., No. 12-cv-14390 (E.D. Mich.): Consolidated actions
brought under Michigans Video Rental Privacy Act, alleging unlawful
disclosure of subscribers personal information. In a ground-breaking
decision, the court denied three motions to dismiss finding that the
magazine publishers were covered by the act and that the illegal sale of
personal information triggers an automatic $5,000 award to each
aggrieved consumer.
Standiford v. Palm, No. 09-cv-05719-LHK (N.D. Cal.): Sole lead counsel
in data loss class action, resulting in $640,000 settlement.
In re Zynga Privacy Litigation, No. 10-cv-04680 (N.D. Cal.): Appointed
co-lead counsel in suit against gaming application designer for the alleged
unlawful disclosure of its users' personally identifiable information to
advertisers and other third parties.
In re Facebook Privacy Litigation, No. 10-cv-02389 (N.D. Cal.):
Appointed co-lead counsel in suit alleging that Facebook unlawfully
shared its users sensitive personally identifiable information with
Facebook's advertising partners.
In re Sidekick Litigation, No. C 09-04854-JW (N.D. Cal.): Co-lead
counsel in cloud computing data loss case against T-Mobile and
Microsoft. Settlement provided the class with potential settlement benefits
valued at over $12 million.
Desantis v. Sears, No. 08 CH 00448 (Cir. Ct. Cook Cnty., Ill.): Lead
counsel in injunctive settlement alleging national retailer allowed purchase
information to be publicly available through the internet.
Telephone Consumer Protection Act
Edelson has been at the forefront of TCPA litigation for over six years, having secured
the groundbreaking Satterfield ruling in the Ninth Circuit applying the TCPA to text
messages. Satterfield v. Simon & Schuster, Inc., 569 F.3d 946 (9th Cir. 2009). In addition
to numerous settlements totaling over $100 million in relief to consumers, we have over
two dozen putative TCPA class actions pending against companies including Santander
Consumer USA, Inc., Walgreen Co., Path, Inc., Nuance Communications, Inc.,
Stonebridge Life Insurance, Inc., GEICO, DirectBuy, Inc., and RCI, Inc. Representative
settlements and ongoing cases include:
Rojas v CEC, No. 10-cv-05260 (N.D. Ill.): Lead counsel in text spam class
action that settled for $19,999,400.
In re Jiffy Lube Intl Text Spam Litigation, No. 11-md-2261, 2012 WL
762888 (S.D. Cal.): Co-lead counsel in $35 million text spam settlement.
Ellison v Steve Madden, Ltd., No. cv 11-5935 PSG (C.D. Cal.): Lead
counsel in $10 million text spam settlement.
Kramer v. B2Mobile, No. 0-cv-02722-CW (N.D. Cal.): Lead counsel in
$12.2 million text spam settlement.
Pimental v. Google, Inc., No. 11-cv-02585 (N.D. Cal.): Lead counsel in
class action alleging that defendant co-opted group text messaging lists to
send unsolicited text messages. $6 million settlement provides class
members with an unprecedented $500 recovery.
Robles v. Lucky Brand Dungarees, Inc., No. 10-cv-04846 (N.D. Cal.):
Lead counsel in $10 million text spam settlement.
Miller v. Red Bull, No. 12-CV-04961 (N.D. Ill.): Lead counsel in $6
million text spam settlement.
Woodman v. ADP Dealer Services, No. 2013 CH 10169 (Cook County,
IL): Lead counsel in $7.5 million text spam settlement.
Lozano v. 20th Century Fox, No. 09-cv-05344 (N.D. Ill.): Lead counsel in
class action alleging that defendants violated federal law by sending
unsolicited text messages to cellular telephones of consumers. Case settled
for $16 million.
Satterfield v. Simon & Schuster, No. C 06 2893 CW (N.D. Cal.): Co-lead
counsel in in $10 million text spam settlement.
Weinstein v. Airit2me, Inc., No. 06 C 0484 (N.D. Ill): Co-lead counsel in
$7 million text spam settlement.
CONSUMER TECHNOLOGY
Fraudulent Software
In addition to the settlements listed below, EDELSON PC has consumer fraud cases
pending in courts nationwide against companies such as McAfee, Inc., Avanquest North
America Inc., PC Cleaner, AVG, iolo Technologies, LLC, among others. Representative
settlements include:
Drymon v. Cyberdefender, No. 11 CH 16779 (Cir. Ct. Cook Cnty., Ill.):
Lead counsel in class action alleging that defendant deceptively designed
and marketed its computer repair software. Case settled for $9.75 million.
Gross v. Symantec Corp., No. 12-cv-00154-CRB (N.D. Cal.): Lead
counsel in class action alleging that defendant deceptively designed and
marketed its computer repair software. Case settled for $11 million.
LaGarde v. Support.com, Inc., No. 12-cv-00609-JSC (N.D. Cal.): Lead
counsel in class action alleging that defendant deceptively designed and
marketed its computer repair software. Case settled for $8.59 million.
Ledet v. Ascentive LLC, No. 11-CV-294-PBT (E.D. Pa.): Lead counsel in
class action alleging that defendant deceptively designed and marketed its
computer repair software. Case settled for $9.6 million.
Webb v. Cleverbridge, Inc., No. 1:11-cv-04141 (N.D. Ill.): Lead counsel in
class action alleging that defendant deceptively designed and marketed its
computer repair software. Case settled for $5.5 million.
Video Games
EDELSON PC has litigated cases video-game related cases against Activision Blizzard
Inc., Electronic Arts, Inc., Google, and Zenimax Media, Inc., and has active litigation
pending, including:
Locke v. Sega of America, No. 13-cv-01962-MEJ (N.D. Cal.): Pending
putative class action alleging that Sega of America and Gearbox Software
released video game trailer that falsely represented the actual content of
the game.
MORTGAGE & BANKING
EDELSON PC has been at the forefront of class action litigation arising in the aftermath of
the federal bailouts of the banks. Our suits include claims that certain banks unlawfully
suspended home credit lines based on pre-textual reasons, and that certain banks have
failed to honor loan modification programs. We achieved the first federal appellate
decision in the country recognizing the right of borrowers to enforce HAMP trial plans
under state law. The court noted that [p]rompt resolution of this matter is necessary not
only for the good of the litigants but for the good of the Country. Wigod v. Wells Fargo
Bank, N.A., 673 F.3d 547, 586 (7th Cir. 2012) (Ripple, J., concurring). Our settlements
have restored billions of dollars in home credit lines to people throughout the country.
Representative cases and settlements include:
In re JP Morgan Chase Bank Home Equity Line of Credit Litigation, No.
10-cv-3647 (N.D. Ill.): Court appointed interim co-lead counsel in
nationwide putative class action alleging illegal suspensions of home
credit lines. Settlement restored between $3.2 billion and $4.7 billion in
credit to the class.
Hamilton v. Wells Fargo Bank, N.A., No. 09-cv-04152-CW (N.D. Cal.):
Lead counsel in class actions challenging Wells Fargos suspensions of
home equity lines of credit. Nationwide settlement restores access to over
$1 billion in credit and provides industry leading service enhancements
and injunctive relief.
In re Citibank HELOC Reduction Litigation, No. 09-cv-0350-MMC (N.D.
Cal.): Lead counsel in class actions challenging Citibanks suspensions of
home equity lines of credit. The settlement restored up to $653,920,000
worth of credit to affected borrowers.
Wigod v. Wells Fargo, No. 10-cv-2348 (N.D. Ill.): In ongoing putative
class action, obtained first appellate decision in the country recognizing
the right of private litigants to sue to enforce HAMP trial plans.
GENERAL CONSUMER PROTECTION CLASS ACTIONS
We have successfully prosecuted countless class actions against computer software
companies, technology companies, health clubs, dating agencies, phone companies, debt
collectors, and other businesses on behalf of consumers. In addition to the settlements
listed below, EDELSON PC have litigated consumer fraud cases in courts nationwide
against companies such as Motorola Mobility, Stonebridge Benefit Services, J.C. Penney,
Sempris LLC, and Plimus, LLC. Representative settlements include:
Mobile Content
We have prosecuted over 100 cases involving mobile content, settling numerous
nationwide class actions, including against industry leader AT&T Mobility, collectively
worth over a hundred million dollars.
McFerren v. AT&T Mobility, LLC, No. 08-CV-151322 (Fulton Cnty.
Super. Ct., Ga.): Lead counsel class action settlement involving 16 related
cases against largest wireless service provider in the nation. No cap
settlement provided virtually full refunds to a nationwide class of
consumers who alleged that unauthorized charges for mobile content were
placed on their cell phone bills.
Paluzzi v. Cellco Partnership, No. 07 CH 37213 (Cir. Ct. Cook Cnty.,
Ill.): Lead counsel in class action settlement involving 27 related cases
alleging unauthorized mobile content charges. Case settled for $36
million.
Gray v. Mobile Messenger Americas, Inc., No. 08-CV-61089 (S.D. Fla.):
Lead counsel in case alleging unauthorized charges were placed on cell
phone bills. Case settled for $12 million.
Parone v. m-Qube, Inc., No. 08 CH 15834 (Cir. Ct. Cook Cnty., Ill.): Lead
counsel in class action settlement involving over 2 dozen cases alleging
the imposition of unauthorized mobile content charges. Case settled for
$12.254 million.
Williams v. Motricity, Inc., No. 09 CH 19089 (Cir. Ct. Cook Cnty., Ill.):
Lead counsel in class action settlement involving 24 cases alleging the
imposition of unauthorized mobile content charges. Case settled for $9
million.
VanDyke v. Media Breakaway, LLC, No. 08 CV 22131 (S.D. Fla.): Lead
counsel in class action settlement alleging unauthorized mobile content
charges. Case settled for $7.6 million.
Gresham v. Cellco Partnership, No. BC 387729 (L.A. Super. Ct., Cal.):
Lead counsel in case alleging unauthorized charges were placed on cell
phone bills. Settlement provided class members with full refunds.
Abrams v. Facebook, Inc., No. 07-05378 (N.D. Cal.): Lead counsel in
injunctive settlement concerning the transmission of allegedly
unauthorized mobile content.
Deceptive Marketing
Van Tassell v. UMG, No. 1:10-cv-2675 (N.D. Ill.): Lead counsel in
negative option marketing class action. Case settled for $2.85 million.
McK Sales Inc. v. Discover Bank, No. 10-cv-02964 (N.D. Ill.): Lead
counsel in class action alleging deceptive marketing aimed at small
businesses. Case settled for $6 million.
Farrell v. OpenTable, No 11-cv-01785-si (N.D. Cal.): Lead counsel in gift
certificate expiration case. Settlement netted class over $3 million in
benefits.
Ducharme v. Lexington Law, No. 10-cv-2763-crb (N.D. Cal): Lead
counsel in CROA class action. Settlement resulted in over $6 million of
benefits to the class.
Pulcini v. Bally Total Fitness Corp., No. 05 CH 10649 (Cir. Ct. Cook
Cnty., Ill.): Co-lead counsel in four class action lawsuits brought against
two health clubs and three debt collection companies. A global settlement
provided the class with over $40 million in benefits, including cash
payments, debt relief, and free health club services.
Kozubik v. Capital Fitness, Inc., 04 CH 627 (Cir. Ct. Cook Cnty., Ill.): Co-
lead counsel in state-wide suit against a leading health club chain, which
settled in 2004, providing the over 150,000 class members with between
$11 million and $14 million in benefits, consisting of cash refunds, full
debt relief, and months of free health club membership.
Kim v. Riscuity, No. 06 C 01585 (N.D. Ill.): Co-lead counsel in suit
against a debt collection company accused of attempting to collect on
illegal contracts. The case settled in 2007, providing the class with full
debt relief and return of all money collected.
Jones v. TrueLogic Financial Corp., No. 05 C 5937 (N.D. Ill.): Co-lead
counsel in suit against two debt collectors accused of attempting to collect
on illegal contracts. The case settled in 2007, providing the class with
approximately $2 million in debt relief.
Fertelmeyster v. Match.com, No. 02 CH 11534 (Cir. Ct. Cook Cnty., Ill.):
Co-lead counsel in a state-wide class action suit brought under Illinois
consumer protection statutes. The settlement provided the class with a
collective award with a face value in excess of $3 million.
Cioe v. Yahoo!, Inc., No. 02 CH 21458 (Cir. Ct. Cook Cnty., Ill.): Co-lead
counsel in a state-wide class action suit brought under state consumer
protection statutes. The settlement provided the class with a collective
award with a face value between $1.6 million and $4.8 million.
Zurakov v. Register.com, No. 01-600703 (N.Y. Sup. Ct., N.Y. Cnty.): Co-
lead counsel in a class action brought on behalf of an international class of
over one million members against Register.com for its allegedly deceptive
practices in advertising on coming soon pages of newly registered
Internet domain names. Settlement required Register.com to fully disclose
its practices and provided the class with relief valued in excess of $17
million.
PRODUCTS LIABILITY CLASS ACTIONS
We have been appointed lead counsel in state and federal products liability class
settlements, including a $30 million settlement resolving the Thomas the Tank Engine
lead paint recall cases and a $32 million settlement involving the largest pet food recall in
the history of the United States and Canada. Representative settlements include:
Barrett v. RC2 Corp., No. 07 CH 20924 (Cir. Ct. Cook Cnty., Ill.): Co-
lead counsel in lead paint recall case involving Thomas the Tank toy
trains. Settlement is valued at over $30 million and provided class with
full cash refunds and reimbursement of certain costs related to blood
testing.
In re Pet Food Products Liability Litigation, No. 07-2867 (D.N.J.): Part of
mediation team in class action involving largest pet food recall in United
States history. Settlement provided $24 million common fund and $8
million in charge backs.
INSURANCE CLASS ACTIONS
We have prosecuted and settled multi-million dollar suits against J.C. Penney Life
Insurance for allegedly illegally denying life insurance benefits under an unenforceable
policy exclusion and against a Wisconsin insurance company for terminating the health
insurance policies of groups of self-insureds. Representative settlements include:
Holloway v. J.C. Penney, No. 97 C 4555, (N.D. Ill.): One of the primary
attorneys in a multi-state class action suit alleging that the defendant
illegally denied life insurance benefits to the class. The case settled in or
around December of 2000, resulting in a multi-million dollar cash award
to the class.
Ramlow v. Family Health Plan (Wisc. Cir. Ct., WI): Co-lead counsel in a
class action suit challenging defendant's termination of health insurance to
groups of self-insureds. The plaintiff won a temporary injunction, which
was sustained on appeal, prohibiting such termination and eventually
settled the case ensuring that each class member would remain insured.
MASS/CLASS TORT CASES
Our attorneys were part of a team of lawyers representing a group of public housing
residents in a suit based upon contamination related injuries, a group of employees
exposed to second-hand smoke on a riverboat casino, and a class of individuals suing a
hospital and national association of blood banks for failure to warn of risks related to
blood transfusions. Representative settlements include:
Aaron v. Chicago Housing Authority, No. 99 L 11738, (Cir. Ct. Cook
Cnty., Ill.): Part of team representing a group of public housing residents
bringing suit over contamination-related injuries. Case settled on a mass
basis for over $10 million.
Januszewski v. Horseshoe Hammond, No. 2:00CV352JM (N.D. Ind.): Part
of team of attorneys in mass suit alleging that defendant riverboat casino
caused injuries to its employees arising from exposure to second-hand
smoke.
The firms cases regularly receive attention from local, national, and international media.
Our cases and attorneys have been reported in the Chicago Tribune, USA Today, the Wall Street
Journal, the New York Times, the LA Times, by the Reuters and UPI news services, and BBC
International. Our attorneys have appeared on numerous national television and radio programs,
including ABC World News, CNN, Fox News, NPR, and CBS Radio, as well as television and
radio programs outside of the United States. We have also been called upon to give
congressional testimony and other assistance in hearings involving our cases.
GENERAL COMMERCIAL LITIGATION
Our attorneys have handled a wide range of general commercial litigation matters, from
partnership and business-to-business disputes, to litigation involving corporate takeovers. We
have handled cases involving tens of thousands of dollars to bet the company cases involving
up to hundreds of millions of dollars. Our attorneys have collectively tried hundreds of cases, as
well as scores of arbitrations and mediations.
OUR ATTORNEYS
JAY EDELSON is the founder and Managing Partner of EDELSON PC. He has been recognized
as a leader in class actions, technology law, corporate compliance issues, and consumer
advocacy by his peers, the media, state and federal legislators, academia, and courts throughout
the country.
Jay has been appointed lead counsel in numerous state, federal, and international class actions,
resulting in hundreds of millions of dollars for his clients. He is regularly asked to weigh in on
federal and state legislation involving his cases. He testified to the U.S. Senate about the largest
pet food recall in the country's history and is advising state and federal politicians on consumer
issues relating to the recent federal bailouts, as well as technology issues, such as those involving
mobile marketing. Jay also counsels companies on legal compliance and legislative issues in
addition to handling all types of complex commercial litigation.
Jay has litigated class actions that have established precedent concerning the ownership rights of
domain name registrants, the applicability of consumer protection statutes to Internet businesses,
and the interpretation of numerous other state and federal statutes including the Telephone
Consumer Protection Act and the Video Privacy Protection Act. As lead counsel, he has also
secured settlement in cases of first impression involving Facebook, Microsoft, AT&T, and
countless others, collectively worth hundreds of millions of dollars.
In addition to technology based litigation, Jay has been involved in a number of high-profile
"mass tort" class actions and product recall cases, including cases against Menu Foods for selling
contaminated pet food, a $30 million class action settlement involving the Thomas the Tank
Engine toy train recall, and suits involving damages arising from second-hand smoke.
In 2009, Jay was named one of the top 40 Illinois attorneys under 40 by the Chicago Daily Law
Bulletin. In giving Jay that award, he was heralded for his history of bringing and winning
landmark cases and for his reputation for integrity in the rough and tumble class action
arena. In the same award, he was called one of the best in the country when it comes to legal
strategy and execution. Also in 2009, Jay was included in the American Bar Associations 24
hours of Legal Rebels program, where he was dubbed one of the most creative minds in the
legal profession for his views of associate training and firm management. In 2010, he was
presented with the Annual Humanitarian Award in recognition of his personal integrity,
professional achievements, and charitable contributions by the Hope Presbyterian Church.
Starting in 2011, he has been selected as an Illinois Super Lawyer and, separately, as a top
Illinois class action lawyer by Benchmark Plaintiff.
Jay is frequently asked to participate in legal seminars and discussions regarding the cases he is
prosecuting, including serving as panelist on national symposium on tort reform and, separately,
serving as a panelist on litigating high-profile cases. He has also appeared on dozens of
television and radio programs to discuss his cases. He has taught classes on class action law at
Northwestern Law School and The John Marshall Law School, and has co-chaired a 2-day
national symposium on class action issues. He has been an adjunct professor, teaching a seminar
on class action litigation at Chicago-Kent College of Law since 2010.
Jay is a graduate of Brandeis University and the University of Michigan Law School.
RYAN D. ANDREWS is a Partner at EDELSON PC, and the Chair of the Telecommunications
Practice Group. Ryan has been appointed class counsel in numerous state and federal class
actions nationwide that have resulted in nearly $100 million dollars in refunds to consumers,
including Satterfield v. Simon & Schuster, Inc., No. C 06 2893 CW (N.D. Cal.); Gray v. Mobile
Messenger Americas, Inc., No. 08-CV-61089 (S.D. Fla.); Lofton v. Bank of America Corp., No.
07-5892 (N.D. Cal.); Paluzzi v. Cellco Partnership, No. 07 CH 37213 (Cir. Ct. Cook Cnty., Ill.),
Parone v. m-Qube, Inc. No. 08 CH 15834 (Cook County, Ill.); and Kramer v. Autobytel, Inc.,
No. 10-cv-2722 (N.D. Cal. 2010).
In addition, Ryan has achieved groundbreaking court decisions protecting consumers through the
application of the Telephone Consumer Protection Act to emerging text-messaging technology.
Representative reported decisions include: Lozano v. Twentieth Century Fox, 702 F. Supp. 2d
999 (N.D. Ill. 2010); Satterfield v. Simon & Schuster, Inc. 569 F.3d 946 (9th Cir. 2009); Kramer
v. Autobytel, Inc., 759 F. Supp. 2d 1165 (N.D. Cal. 2010); In re Jiffy Lube Intl Text Spam Litig,
No. 11-md-2261, 2012 WL 762888 (S.D. Cal. March 9, 2012).
Ryan received his J.D. with High Honors from the Chicago-Kent College of Law and was named
Order of the Coif. Recently, Ryan has returned to Chicago-Kent as an Adjunct Professor of Law,
teaching a third-year seminar on Class Actions. While in law school, Ryan was a Notes &
Comments Editor for The Chicago-Kent Law Review, as well as a teaching assistant for both
Property Law and Legal Writing courses. Ryan externed for the Honorable Joan B. Gottschall in
the United States District Court for the Northern District of Illinois.
A native of the Detroit area, Ryan graduated from the University of Michigan, earning his B.A.,
with distinction, in Political Science and Communications.
Ryan is licensed to practice in Illinois state courts, the United States District Court for the
Northern District of Illinois, the U.S. Court of Appeals for the Seventh Circuit, and the U.S.
Court of Appeals for the Ninth Circuit.
RAFEY S. BALABANIAN is a Partner and the Chair of the Corporate Governance and
Business Litigation Practice Group. Rafeys practice focuses upon a wide range of complex
consumer class action litigation, as well as general business litigation.
On the plaintiffs side, Rafey has been appointed lead counsel in numerous class actions,
including landmark settlements involving the telecom industry worth hundreds of millions of
dollars. Rafey has been appointed Class Counsel in nationwide class action settlements against
the major wireless carriers, aggregators, and providers of mobile content, including Van Dyke
v. Media Breakaway, LLC, No. 08-cv-22131 (S.D. Fla.); Parone v. m-Qube, Inc., No. 08 CH
15834 (Cir. Ct. Cook County, Ill.); Williams v. Motricity, Inc., et al., No. 09 CH 19089 (Cir. Ct.
Cook County, Ill.); and Walker v. OpenMarket, Inc., et al., No. 08 CH 40592 (Cir. Ct. Cook
County, Ill.).
On the business side, Rafey has counseled clients ranging from emerging technology
companies, real estate developers, hotels, insurance companies, lenders, shareholders and
attorneys. He has successful litigated numerous multi-million dollar cases, including several bet
the company cases.
Rafey has first chaired jury and bench trials, mediations, and national and international
arbitrations.
Rafey received his J.D. from the DePaul University College of Law in 2005. While in law
school, he received a certificate in international and comparative law. Rafey received his B.A. in
History, with distinction, from the University of Colorado Boulder in 2002.
CHRISTOPHER L. DORE is a Partner at Edelson and a member of the Technology and
Fraudulent Marketing Group. Chris focuses his practice on emerging consumer technology
issues, with his cases relating to online fraud, deceptive marketing, consumer privacy, negative
option membership enrollment, and unsolicited text messaging. Chris is also a member of the
firms Incubation and Startup Development Group wherein he consults with emergent
businesses.
Chris has been appointed class counsel in multiple class actions, including one of the largest text-
spam settlements under the Telephone Consumer Protection Act, ground breaking issues in the
mobile phone industry and fraudulent marketing, as well as consumer privacy. See Pimental v.
Google, Inc., No. 11-cv-02585 (N.D.Cal.); Turner v. Storm8, LLC, No. 09-cv-05234 (N.D. Cal.);
Standiford v Palm, Inc., No. 09-cv-05719-LHK (N.D. Cal.); and Espinal v Burger King
Corporation, No. 09-cv-20982 (S.D. Fla.). In addition, Chris has achieved groundbreaking court
decisions protecting consumer rights. Representative reported decisions include: Claridge v.
RockYou, Inc., 785 F. Supp. 2d 855 (N.D. Cal. 2011); Kramer v. Autobytel, Inc., 759 F. Supp. 2d
1165 (N.D. Cal. 2010); and Van Tassell v. United Marketing Group, LLC, 795 F. Supp. 2d 770
(N.D. Ill. 2011). In total, his suits have resulted in hundreds of millions of dollars to consumers.
Prior to joining Edelson, Chris worked for two large defense firms in the areas of employment
and products liability. Chris graduated magna cum laude from The John Marshall Law School,
where he served as the Executive Lead Articles for the Law Review, as well as a team member
for the D.M. Harish International Moot Court Competition in Mumbai, India. Chris has since
returned to his alma mater to lecture on current issues in class action litigation and negations.
Before entering law school, Chris received his Masters degree in Legal Sociology, graduating
magna cum laude from the International Institute for the Sociology of Law, located in Onati,
Spain. Chris received his B.A. in Legal Sociology from the University of California, Santa
Barbara.
BENJAMIN H. RICHMAN is a Partner at EDELSON PC and is a member of the firms
Corporate Governance and Business Litigation Practice Group. He handles plaintiffs-side
consumer class actions, focusing mainly on technology-related cases, represents corporate
defendants in class actions, and handles general commercial litigation matters.
On the plaintiffs side, Ben has brought industry-changing lawsuits involving the marketing
practices of the mobile industry, print and online direct advertisers, and Internet companies. He
has successfully prosecuted cases involving privacy claims and the negligent storage of
consumer data. His suits have also uncovered complex fraudulent methodologies of Web 2.0
companies, including the use of automated bots to distort the value of consumer goods and
services. In total, his suits have resulted in hundreds of millions of dollars to consumers.
On the defense side, Ben has represented large institutional lenders in the defense of employment
class actions. He also routinely represents technology companies in a wide variety of both class
action defense and general commercial litigation matters.
Ben received his J.D. from The John Marshall Law School, where he was an Executive Editor of
the Law Review and earned a Certificate in Trial Advocacy. While in law school, Ben served as
a judicial extern to the Honorable John W. Darrah of the United States District Court for the
Northern District of Illinois, in addition to acting as a teaching assistant for Prof. Rogelio Lasso
in several torts courses. Ben has since returned to the classroom as a guest-lecturer on issues
related to class actions, complex litigation and negotiation. He also lectures incoming law
students on the core first year curriculums. Before entering law school, Ben graduated from
Colorado State University with a B.S. in Psychology.
Ben is the director of EDELSON PCS Summer Associate Program.
ARI J. SCHARG is a Partner at EDELSON PC. He handles technology-related class actions,
focusing mainly on cases involving the unlawful geo-locational tracking of consumers through
their mobile devices, the illegal collection, storage, and disclosure of personal information,
fraudulent software products, data breaches, and text message spam. His settlements have
resulted in tens of millions of dollars to consumers, as well as industry-changing injunctive
relief. Ari has been appointed class counsel by state and federal courts in several nationwide
class action settlements, including Webb v. Cleverbridge, No. 11-cv-4141 (N.D. Ill.); Ledet v.
Ascentive, No. 11-cv-294 (E.D. Penn.); and Drymon v. CyberDefender, No. 11 CH 16779 (Cir.
Ct. Cook Cnty., Ill.); and was appointed sole-lead class counsel in Loewy v. Live Nation, No. 11-
cv-4872 (N.D. Ill.), where the court praised his work as impressive and noted that he
understand[s] what it means to be on a team thats working toward justice. Ari was selected as
an Illinois Rising Star (2013) by Super Lawyers.
Prior to joining the firm, Ari worked as a litigation associate at a large Chicago firm, where he
represented a wide range of clients including Fortune 500 companies and local municipalities.
His work included representing the Cook County Sheriffs Office in several civil rights cases and
he was part of the litigation team that forced Craigslist to remove its Adult Services section
from its website.
Ari is very active in community groups and legal industry associations. He is a member of the
Board of Directors of the Chicago Legal Clinic, an organization that provides legal services to
low-income families in the Chicago area. Ari acts as Outreach Chair of the Young Adult
Division of American Committee for the Shaare Zedek Medical Center in Jerusalem, and is
actively involved with the Anti-Defamation League. He is also a member of the Standard Club
Associates Committee.
Ari received his B.A. in Sociology from the University of Michigan Ann Arbor and graduated
magna cum laude from The John Marshall Law School where he served as a Staff Editor for The
John Marshall Law Review and competed nationally in trial competitions. During law school, he
also served as a judicial extern to The Honorable Bruce W. Black of the U.S. Bankruptcy Court
for the Northern District of Illinois.
STEVEN LEZELL WOODROW is a Partner and Chair of the firms Banking and Financial
Services Practice Group. Steven focuses his practice on complex national class actions against
some of the Country's largest financial institutions. Representative matters include cases against
national banks and mortgage servicers for improper loan modification practices, unlawful home
equity line of credit (HELOC) account suspensions and reductions, and claims regarding the
misapplication of payments.
Steven delivered the winning oral argument in Wigod v. Wells Fargo Bank, N.A., 673 F.3d 547
(7th Cir. 2012), the first federal appellate court decision to allow borrowers to challenge bank
failures to follow the federal Home Affordable Modification Program (HAMP) under state
law.
Courts have also appointed Steven as class counsel in nationwide class action settlements against
cellphone companies, aggregators, and mobile content providers related to unauthorized charges
for ringtones and other mobile content, including Paluzzi v. Cellco Partnership, No. 08-cv-00405
(N.D. Ill.); Williams v. Motricity, Inc., No. 09 CH 19809 (Cir. Ct. Cook Cnty., Ill.); and Walker
v. OpenMarket Inc., No. 08 CH 40592 (Cir. Ct. Cook Cnty., Ill.).
Steven has also served as an Adjunct Professor of Law at Chicago-Kent College of Law where
he co-taught a seminar on class actions. Prior to joining the firm, he worked as a litigator at a
Chicago boutique where he tried and arbitrated a range of consumer protection and real estate
matters.
Steven received his J.D. High Honors, Order of the Coif, from Chicago-Kent College of Law in
2005. During law school, Mr. Woodrow served as a Notes and Comments Editor for The
Chicago-Kent Law Review, competed on Moot Court, and served as President of the Student Bar
Association. He additionally spent a semester as a judicial extern for the Honorable Ann C.
Williams on the United States Court of Appeals for the Seventh Circuit. Steven received the
ALI-ABA Scholarship and Leadership Award for best representing the combination of
leadership and scholarship in his graduating class as well as the Lowell H. Jacobson Memorial
Scholarship, which is awarded competitively each year to a student from one of the law schools
in the Seventh Circuit to recognize personal commitment and achievement.
Steven is admitted to practice in Colorado (2011) and Illinois (2005).
Steven received his B.A. in Political Science with Distinction from the University of Michigan
Ann Arbor in 2002.
COURTNEY BOOTH is an Associate at EDELSON PC. Courtney focuses her practice on
consumer class actions.
Courtney received her J.D., magna cum laude, from The John Marshall Law School. While in
law school, she was a staff editor of The John Marshall Law Review, a teaching assistant for
Legal Writing and Civil Procedure, and a member of the Moot Court Honor Society. Courtney
represented John Marshall at the Mercer Legal Ethics and Professionalism Competition where
she was a semi-finalist and won Best Respondents Brief and at the Cardozo/BMI Entertainment
and Communications Law Competition where she placed in the top three oralists. Courtney was
recently nominated as a 2013 Member of the National Order of Scribes.
Prior to law school, Courtney attended Saint Louis University where she earned a B.A. in
Communication. While there, she was a community relations intern for the St. Louis Blues.
MARK EISEN is an Associate at EDELSON PC, where he focuses on consumer class actions.
Prior to joining the firm, Mark clerked for the Honorable Gary Allen Feess, United States
District Court for the Central District of California.

Mark received his J.D., magna cum laude, from the Boston University School of Law. While in
law school, he won the Homer Albers Prize Moot Court Competition, represented BU on the
National Moot Court team, and was a note development editor on the BU International Law
Journal. Marks academic note, Whos Running This Place? A Comparative Look at the Political
Appointment System in the United States and Britain, and What the United States Can Learn,
was published in the International Law Journal in the spring of 2012. Most importantly, Mark
was active with the Boston University School of Law Softball Team.

Prior to law school, Mark attended the University of Southern California where he earned a B.A.,
magna cum laude, in Political Science and Economics. While there, Mark was a teaching
assistant to Professor Dan Schnur. Mark also traveled the country as part of the advance team for
John McCains 2008 presidential campaign.

CHANDLER GIVENS is an Associate at EDELSON PC, where his practice focuses on
technology and privacy class actions. His lawsuits have centered on fraudulent software
development, unlawful tracking of consumers through mobile devices and computers, illegal
data retention, and data breach litigation.
Chandler leads a group of researchers in investigating complex technological fraud and privacy
related violations. His teams research has lead to cases that have helped cause significant
reforms to the utility software industry and resulted in tens of millions of dollars to U.S.
consumers. On the privacy litigation front, Chandler plays an instrumental role in applying new
technologies to federal and state statutes. His briefing of these issues has helped produce seminal
rulings under statutes like the Stored Communications Act and establish data breach
jurisprudence favorable to consumers.
A frequent speaker on emerging law and technology issues, Chandler has presented to legal
panels and state bar associations on topics ranging from data privacy and security to complex
litigation and social media. He has been featured on syndicated radio, quoted in major
publications such as Reuters and PCWorld, and been an invited cyberlaw guest lecturer at his
alma mater.
Chandler graduated from the University of Pittsburgh School of Law where he was a research
assistant for Cyberlaw Professor Dr. Kevin Ashley, and a judicial extern for the Honorable David
S. Cercone of the United States District Court for the Western District of Pennsylvania. He
graduated cum laude from Virginia Polytechnic Institute and State University, with a B.S. in
business information technology, with a focus on computer-based decision support systems.
Chandler sits on the ABA committees for Information Security and e-Discovery.
Before joining the legal profession, Chandler worked as a systems analyst. He has also interned
at the Virginia Attorney Generals Office as well as the U.S. Department of Justice in
Washington, D.C.
ALICIA HWANG is an Associate at EDELSON PC. Alicia practices in the area of consumer
class action and general litigation.
Alicia received her J.D. from the Northwestern University School of Law in May 2012, where
she was an articles editor for the Journal of Law and Social Policy. During law school, Alicia
was a legal intern for the Chinese American Service League, served as president of the Asian
Pacific American Law Student Association and the Student Animal Legal Defense Fund, and
was Chair of the Student Services Committee. She also worked as a student in the Northwestern
Entrepreneurship Law Clinic and Complex Civil Litigation and Investor Protection Clinic.
Prior to joining EDELSON PC, Alicia worked as an Executive Team Leader for the Target
Corporation, as well as a public relations intern for a tourism-marketing agency in London.
Alicia graduated magna cum laude from the University of Southern California, earning her B.A.
in Communication in 2007. She is a member of the Phi Beta Kappa honor society.
NICK LARRY is an Associate at EDELSON PC. Nick practices in the area of consumer class
action and general litigation.
Nick received his J.D., cum laude, from Northwestern University School of Law, where he was a
senior editor of the Northwestern University Journal of International Law and Business.
Nick attended Michigan State University, where he graduated with a B.A. in General Business
Administration/Pre-law in 2008 and played on the schools rugby team.
MEGAN LINDSEY is an Associate at EDELSON PC. Megan practices in the area of consumer
class action, focusing on complex class actions in the banking industry.
Prior to joining EDELSON PC, Megan worked for several years as a commercial loan underwriter
and portfolio officer at Merrill Lynch, Pierce, Fenner & Smith. Megan also worked as an analyst
in the troubled asset group at Bank of America, helping to monitor and restructure high-risk
loans.
Megan received her J.D. from Chicago-Kent College of Law in May 2011. During law school
Megan externed for the Honorable William Bauer in the United States Court of Appeals for the
Seventh Circuit and served as Vice President-Evening Division of the Student Bar Association
and Vice President of the Moot Court Honor Society. Megan also represented Chicago-Kent at
the National First Amendment Moot Court Competition in Nashville, Tennessee and the
National Cultural Heritage Law Moot Court Competition in Chicago, Illinois.
Megan graduated with High Honors from DePaul University in July 2005, earning her B.S. in
Finance.
DAVID I. MINDELL is an Associate at EDELSON PC. David practices in the area of technology
and privacy class actions.
David has worked on cases involving fraudulent software products, unlawful collection and
retention of consumer data, and mobile-device privacy violations. David also serves as a
business consultant to private companies at all stages of development, from start-up to exit.
Prior to joining EDELSON PC, David co-founded several technology companies that reached
multi-million dollar valuations within 12 months of launch. David has advised or created
strategic development and exit plans for a variety of other technology companies.
While in law school, David was a research assistant for University of Chicago Law School
Kauffman and Bigelow Fellow, Matthew Tokson, and for the preeminent cyber-security
professor, Hank Perritt at the Chicago-Kent College of Law. Davids research included
cyberattack and denial of service vulnerabilities of the Internet, intellectual property rights, and
privacy issues.
David has given speeches related to his research to a wide-range of audiences.
AMIR MISSAGHI is an Associate at Edelson, where he focuses on technology and privacy
class actions.
Amir received his J.D. from the Chicago-Kent College of Law, where he was a member of the
Moot Court Honor Society and a teaching assistant in Property. Before law school, he attended
the University of Minnesota, where he received his B.S. in Applied Economics. He then began
working at a Fortune 50 company as a programmer and data analyst. During that time Amir
started working on his graduate studies in Applied Economics where he focused on analyzing
consumer choice in healthcare markets.
JOHN OCHOA is an associate at EDELSON PC, focusing his practice on protecting consumers
with a special emphasis on plaintiffs' privacy class action litigation, including cases brought
under the Telephone Consumer Protection Act. John prosecutes cases in both state and federal
courts at the trial and appellate levels.
John has secured important court decisions protecting the rights of consumers, including Elder v.
Pacific Bell Telephone Co, 205 Cal. App. 4th 841 (2012), where the California Court of Appeal
held that consumers may pursue claims against telecommunications companies for placing
unauthorized charges on consumers telephone bills, a practice known as cramming. John was
also appointed class counsel in Lee v. Stonebridge Life Insurance Co, 289 F.R.D. 292 (N.D. Cal.
2013), a case where the defendants are alleged to have caused the transmission of unauthorized
text messages to the cellular telephones of thousands of consumers.
He graduated magna cum laude from the John Marshall Law School in May 2010 and served as
Managing Editor for the John Marshall Law Review. His student Comment, which examines
bicycling and government tort immunity in Illinois, appears in Vol. 43, No. 1 of the John
Marshall Law Review. While in law school, John externed with Judge Thomas Hoffman at the
Illinois Appellate Court, and competed in the ABA National Appellate Advocacy Competition.
John is active in the Illinois legal community, and serves as Co-Chair of the Membership
Committee on the Young Professionals Board of Illinois Legal Aid Online (ILAO). ILAO is a
non-profit organization committed to using technology to increase access to free and pro bono
legal services for underserved communities throughout Illinois.
He received his B.A. with Honors in Political Science from the University of Iowa in 2004.
ROGER PERLSTADT is an Associate at EDELSON PC, where he concentrates on appellate and
complex litigation advocacy. Roger graduated from the University of Chicago Law School,
where he was a member of the University of Chicago Law Review. After law school, he served
as a clerk to the Honorable Elaine E. Bucklo of the United States District Court for the Northern
District of Illinois.
Prior to joining the firm, Roger spent several years at a litigation boutique in Chicago where his
practice included employment and housing discrimination claims, constitutional litigation, and
general commercial matters. In 2011, he was named a Rising Star by Illinois Super Lawyers
Magazine.
Roger also spent time as a Visiting Assistant Professor at the University of Florida Law School
where he taught Arbitration, Conflict of Laws, and Employment Discrimination, and has
published articles on the Federal Arbitration Act in various law reviews.
EVE-LYNN RAPP is an Associate at EDELSON PC. Eve-Lynn focuses her practice in the areas
of consumer and technology class action litigation.
Prior to joining EDELSON PC, Eve-Lynn was involved in numerous class action cases in the areas
of consumer and securities fraud, debt collection abuses and public interest litigation. Eve-Lynn
has substantial experience in both state and federal courts, including successfully briefing issues
in both the United States and Illinois Supreme Courts.
Eve-Lynn received her J.D. from Loyola University of Chicago-School of Law, graduating cum
laude, with a Certificate in Trial Advocacy. During law school, Eve-Lynn was an Associate
Editor of Loyolas International Law Review and externed as a 711" at both the Cook County
States Attorneys Office and for Cook County Commissioner Larry Suffredin. Eve-Lynn also
clerked for both civil and criminal judges (Honorable Yvonne Lewis and Plummer Lott) in the
Supreme Court of New York.
Eve-Lynn graduated from the University of Colorado, Boulder, with distinction and Phi Beta
Kappa honors, receiving a B.A. in Political Science.
BEN THOMASSEN is an Associate at EDELSON PC. At the firm, Bens practice centers on the
prosecution of class actions cases that address federally protected privacy rights and issues of
consumer fraudseveral of which have established industry-changing precedent. Among other
high profile cases, Ben recently played key roles in delivering the winning oral argument before
the United States Court of Appeals for the Eleventh Circuit in Curry v. AvMed, 693 F.3d 1317
(11th Cir. 2012) (a data breach case that has, following the Eleventh Circuits decision, garnered
national attention both within and without the legal profession) and securing certification of a
massive consumer class in Dunstan v. comScore, No. 11 C 5807, 2013 WL 1339262 (N.D. Ill.
Apr. 2, 2013) (estimated by several sources as the largest privacy case ever certified on an
adversarial basis).
Ben received his J.D., magna cum laude, from Chicago-Kent College of Law, where he also
earned his certificate in Litigation and Alternative Dispute Resolution and was named Order of
the Coif. At Chicago-Kent, Ben was Vice President of the Moot Court Honor Society and earned
(a currently unbroken firm record of) seven CALI awards for receiving the highest grade in
Appellate Advocacy, Business Organizations, Conflict of Laws, Family Law, Personal Income
Tax, Property, and Torts.
Before settling into his legal career, Ben worked in and around the Chicago and Washington,
D.C. areas in a number of capacities, including stints as a website designer/developer, a regular
contributor to a monthly Capitol Hill newspaper, and a film projectionist and media technician
(with many years experience) for commercial theatres, museums, and educational institutions.
Ben received his Bachelor of Arts, summa cum laude, from St. Marys College of Maryland and
his Master of Arts from the University of Chicago.
JACK YAMIN is an Associate at EDELSON PC, where he focuses on privacy and consumer
class actions.
Jack graduated cum laude from Northwestern Universitys Accelerated (2-year) JD Program.
While in law school, Jack was a member of the Center for Wrongful Convictions, where he
worked on post-conviction cases in Illinois appellate courts. Jack also served as a judicial extern
to the Honorable Marvin Aspen, a senior judge of the United States District Court for the
Northern District of Illinois. Throughout law school, Jack was a member of the Center for
Conflict Resolution, where he mediated cases in Illinois courts throughout Chicago.
Prior to joining the firm, Jack worked as a tax consultant for business owners throughout the
country, representing clients before the Internal Revenue Service, negotiating installment
agreements, and handling tax audits. Jack also spent some time working at a literary agency,
helping writers publish novels and marketing their work. Jack graduated summa cum laude from
Binghamton University, earning his B.A. in philosophy and English literature. He is a member of
the Phi Beta Kappa honor society.


[PROPOSED] ORDER 3:13-cv-01962-JD
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individually and on behalf of a class of similarly
situated individuals,
Plaintiffs,
v.
corporation, and GEARBOX SOFTWARE
L.L.C. a Texas limited liability company,

Defendants.


[PROPOSED] ORDER GRANTING
PRELIMINARY APPROVAL OF
PARTIAL CLASS ACTION
SETTLEMENT AGREEMENT
Judge: Hon. James Donato

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This matter coming before the Court upon Plaintiffs motion for preliminary approval of a
partial class action settlement agreement between Plaintiff John Locke, individually and on behalf
of all others similarly situated (Plaintiff), and Defendant Sega of America, Inc. (Sega)
(collectively, the Settling Parties), good cause being shown, the Court having read and considered
the settlement agreement between the Settling Parties (the Settlement Agreement), as well as all
papers filed in support of and in opposition to said settlement agreement, and otherwise being fully
advised in the premises,
IT IS HEREBY ORDERED, DECREED, AND ADJUDGED AS FOLLOWS:
Class Certification
1. The following class is hereby certified for purposes of settling the claims in this
action asserted against Sega:

All persons in the United States and its territories that, prior to or on February 12,
2013, paid for a copy of Aliens: Colonial Marines.
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(the Settlement Class).
2. The Settlement Class satisfies the requirements for class certification under Fed. R.
Civ. P. 23(a). It consists of approximately 135,000 consumers, there are questions of law and fact
common to the Settlement Class, Plaintiffs claims are typical of those of the Settlement Class, and
Plaintiff will fairly and adequately protect the interests of the Settlement Class.
3. In addition, the questions of law and fact common to the Settlement Class
predominate over any individual questions, and the class action mechanism is superior to other
available methods for the fair and efficient adjudication of this controversy. Consequently, the
Settlement Class satisfies the requirements of Fed. R. Civ. P. 23(b)(3).
4. The Court hereby appoints Plaintiff Locke as class representative, and Rafey
Balabanian and Ben Thomassen of Edelson PC as class counsel.

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Excluded from the class are: (1) all persons who file timely requests for exclusion; (2) all
persons who had their claims discharged in bankruptcy, finally adjudicated on the merits, or
otherwise released against Sega; (3) Sega, the settlement administrator, and any respective parent,
subsidiary, affiliate, or control person of either, as well as their officers, directors, agents, servants,
or employees; (4) any judge presiding over this action; and (5) the immediate family members of
any such person.
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Preliminary Approval
5. The Court has conducted a preliminary evaluation of the Settlement Agreement for
fairness, adequacy, and reasonableness. Based on this preliminary evaluation, the Court finds that
(i) there is cause to believe the settlement is fair, reasonable, and adequate, and within the range of
possible approval, (ii) the settlement has been negotiated in good faith at arms-length between
experienced attorneys familiar with the legal and factual issues of this case made with the assistance
of the Honorable Rebecca Westerfield (ret.), and (iii) the notice of the material terms of the
settlement to members of the proposed settlement class for their consideration and reaction is
warranted.
Notice and Administration
6. The Court hereby approves the notice plan set forth in section 4 of the Settlement
Agreement (the Notice Plan). The Court finds that the form, method, and content of the Notice
Plan and all forms of notice to the Settlement Class as set forth in the Settlement Agreement and
Exhibits A, C, and D thereto comply with the requirements of Rule 23 and due process, and
constitutes the best notice practicable under the circumstances. The Court further finds that the
Notice Plan is reasonably calculated to, under all circumstances, apprise the members of the
Settlement Class of the pendency of this action, the certification of the Settlement Class, the terms
of the Settlement Agreement, and the right of members to object to the settlement or to exclude
themselves from the Settlement Class. The Settling Parties, by agreement, may revise the notice
documents in ways that are not material, or in ways that are appropriate to update those documents
for purposes of accuracy or formatting.
7. KCC Class Action Services (KCC) is hereby appointed as Settlement
Administrator and shall be required to perform all the duties of the Settlement Administrator as set
forth in the Settlement Agreement and this Order.
Exclusion
8. Class Members who wish to exclude themselves from the Settlement Class for
purposes of this settlement may do so by complying with the exclusion procedures set forth below.
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Any member of the Settlement Class who timely requests exclusion consistent with those
procedures shall not be bound by the terms of the Settlement Agreement.
9. To request exclusion, the class member must submit a request for exclusion to the
Settlement Administrator on or before _____________, 2014 (the Objection/Exclusion Deadline).
The request for exclusion must identify the case name Locke v. Sega of America, Inc. et al., No.
3:13-cv-01962-JD; state the persons name, address, and telephone number; affirm that the person
purchased a copy of Aliens: Colonial Marines on or before February 12, 2013; be physically signed
by the person; and otherwise comply with the exclusion procedures set forth in the Settlement
Agreement.
10. Any member of the Settlement Class who opts out of the Settlement Agreement shall
not (i) be bound by the final judgment; (ii) be entitled to relief under this Settlement Agreement;
(iii) gain any rights by virtue of the Settlement Agreement; or (iv) be entitled to object to any aspect
of the Settlement Agreement. However, class members who fail to submit a valid and timely
request for exclusion shall be bound by all terms of the Settlement Agreement and the final
judgment, regardless of whether they have requested exclusion from the Settlement Agreement.
Objections
11. Any member of the Settlement Class who has not timely filed a request for exclusion
may object to the fairness, reasonableness, or adequacy of the Settlement Agreement, to final
judgment being entered and dismissing the action with prejudice as to Sega in accordance with the
terms of the Settlement Agreement, to the attorneys fees and expense reimbursement sought by
class counsel, or to the award sought by the class representative as set forth in the Notice and
Settlement Agreement. Class members may object on their own, or may do so through separate
counsel at their own expense.
12. To object, a class member must mail to or file with the Court by the
Objection/Exclusion Deadline a written objection with the caption Locke v. Sega of America, Inc. et
al., No. 3:13-cv-01962-JD, that includes (i) the class members full name and current address, (ii) a
signed declaration why he, she, or it believes himself, herself, or itself to be a member of the
Settlement Class, (iii) proof that he, she, or it purchased Aliens: Colonial Marines on or before
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February 12, 2013, (iv) the specific grounds for the objection, (v) all documents or writings that the
class member wishes the Court to consider, (vi) the name and contact information of any and all
attorneys representing, advising, or in any way assisting the class member in connection with the
preparation or submission of the objection or who may profit from the pursuit of the objection (the
Objecting Attorney); and (vii) a statement indicating whether the objector intends to appear at the
fairness hearing (either personally or through counsel, who must file an appearance or seek pro hac
vice admission). If a member of the Settlement Class or an Objecting Attorney has objected to any
class action settlement where the objector or the Objecting Attorney asked for or received any
payment in exchange for dismissal of the objection, or any related appeal, without any modification
to the settlement, then the objection must also include a statement identifying each such case by full
case caption.
13. All objections must otherwise comply with paragraph 5.2 of the Settlement
Agreement.
14. Any member of the Settlement Class who fails to timely mail or file a written
objection to or with the Court and notice of his or her intent to appear at the fairness hearing in
accordance with this Order and the Settlement Agreement, shall be foreclosed from seeking any
review of the Settlement Agreement, and shall be deemed to have waived his, her, or its objections
and be forever barred from making any such objections in this action or any other related action or
proceeding.
Fairness Hearing
15. A fairness hearing shall be held before this Court on __________, 2014 at
__.m. in Courtroom 11 on the 19
th
Floor of the Phillip Burton Federal Building & United States
Courthouse, 450 Golden Gate Avenue, San Francisco, CA 94102 to consider: (a) whether the
proposed settlement of the action on the terms and conditions provided for in the Settlement
Agreement is fair, reasonable and adequate and should be given final approval by the Court; (b)
whether a final judgment should be entered as to Sega; (c) whether to award payment of attorneys
fees and expenses to class counsel; and (d) whether to award payment of an incentive award to the
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class representative. The Court may adjourn the fairness hearing without further notice to class
members.
16. No later than ____________, 2014, Plaintiff shall file with the Court his papers in
support of Class Counsels petition for attorneys fees and costs, and payment of his incentive
award.
17. No later than ___________, 2014, Plaintiff shall file with the Court his papers in
support of final approval of the Settlement Agreement and in response to any objections.
Further Matters
18. In order to protect its jurisdiction to consider the fairness of this Settlement
Agreement and to enter a final order and judgment having binding effect on all members of the
Settlement Class, the Court hereby enjoins all members of the Settlement Class, and anyone who
acts or purports to act on their behalf, from pursuing all other proceedings in any state or federal
court that seeks to address any Released Partys or Class Members rights or claims relating to, or
arising out of, any of the Released Claims, as those terms are defined in the Settlement Agreement.
19. Class members shall be bound by all determinations and judgments in the action
concerning the action and/or Settlement Agreement, whether favorable or unfavorable.
20. In the event that the Settlement Agreement is terminated pursuant to the provisions
of the Settlement Agreement, then (i) the Settlement Agreement shall be null and void, and shall
have no further force and effect with respect to any party in this action, and shall not be used in this
action or in any other proceeding for any purpose; (ii) all negotiations, proceedings, and statements
made in connection therewith shall be without prejudice to any person or party hereto, shall not be
deemed or construed to be an admission by any party of any act, matter, or proposition, and shall
not be used in any manner or for any purpose in any subsequent proceeding in this action or in any
other action in any court or other proceeding, provided, however, that the termination of the
Settlement Agreement shall not shield from subsequent discovery any factual information provided
in connection with the negotiation of this Settlement Agreement that would ordinarily be
discoverable but for the attempted settlement; and (iii) other than as expressly preserved by the
Settlement Agreement in the event of its termination, the Settlement Agreement shall have no
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further force and effect with respect to any party and shall not be used in the action or any other
proceeding for any purpose.
21. The certification of the Settlement Class shall be binding only with respect to the
settlement of the action. In the event that the Settlement Agreement is terminated pursuant to its
terms or is not approved in all material respects by the Court, or such approval is reversed, vacated,
or modified in any material respect by this or any other court, the certification of the Settlement
Class shall be deemed vacated, the action shall proceed as if the Settlement Class had never been
certified (including Segas right to oppose any subsequent motion for class certification), and no
reference to the Settlement Class, the Settlement Agreement, or any documents, communications, or
negotiations related in any way thereto shall be made for any purpose.

IT IS SO ORDERED this _____ day of __________, 2014.

_____________________________________
THE HONORABLE JAMES DONATO
UNITED STATES DISTRICT JUDGE


Tentative Aliens: Colonial Marines Settlement

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