declaration of thomas e. bilek in support of lead...

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

In re CRESTWOOD MIDSTREAM § PARTNERS UNITHOLDER LITIGATION § ____________________________________ § LEAD CASE NO. 4:13-cv-01528 § This Document Relates to: § Master File § ALL ACTIONS §

DECLARATION OF THOMAS E. BILEK IN SUPPORT OF LEAD PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT

I, THOMAS E. BILEK, hereby declare as follows:

1. I am an attorney at law licensed to practice in the State of Texas. I am a partner

with The Bilek Law Firm, L.L.P., counsel and attorney of record for one of the plaintiffs, Greg

Podell, in the above-captioned action. I make this declaration in support of Lead Plaintiffs’

motion for preliminary approval of settlement. I have personal knowledge of the matters stated

herein and, if called upon, I could and would competently testify thereto.

2. Plaintiffs in the above-captioned action styled In re Crestwood Midstream

Partners Unitholder Litigation, Lead Case No.: 4:13-cv-01528 move this Court to preliminarily

approve the Settlement.

3. Attached are true and correct copies of the following exhibits:

Exhibit 1 A copy of the Stipulation of Settlement with Exhibits;

Exhibit 2 A copy of Faruqi & Faruqi, LLP’s Resume ;

Exhibit 3 A copy of Weisslaw LLP’s Resume; and

Exhibit 4 A copy of Levi & Korsinsky LLP’s Resume.

Case 4:13-cv-01528 Document 57-2 Filed in TXSD on 12/23/13 of 150

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I declare under penalty of perjury under the laws of the State of Texas that the foregoing

is true and correct. Executed this 23rd day of December 2013, at Houston, Texas.

/s/ Thomas E. Bilek THOMAS E. BILEK


EXHIBIT 1


IN THE UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISIONIn re CRESTWOOD MIDSTREAMPARTNERS UNITHOLDER LITIGATION

§§§§§§§

Lead Case No.: 4:13-cv-01528

MASTER FILETHIS DOCUMENT RELATES TO:

ALL ACTIONS.

STIPULATION OF SETTLEMENT

This Stipulation of Settlement dated as of December 19, 2013 (the “Stipulation”), is

entered into by and among (i) Plaintiffs Abraham Knoll, Gary Podell, and Linda Giaimo

(“Plaintiffs”), on their own behalf and on behalf of the Settlement Class, as defined herein; and

(ii) Defendants Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC, Crestwood

Holdings LLC, Robert G. Phillips, J. Hardy Murchison, Timothy H. Day, Michael G. France,

Vanessa Gomez LaGatta, Joel C. Lambert, Alvin Bledsoe, Philip D. Gettig, John W.

Somerhalder II, Inergy, L.P., Inergy Midstream, L.P., NRGM GP, LLC, and Intrepid Merger

Sub, LLC (“Defendants”), by and through their undersigned counsel. (Plaintiffs and Defendants

are collectively, the “Settling Parties”). This Stipulation is intended by the Settling Parties to

fully, finally, and forever compromise, resolve, discharge, and settle the Released Claims, as

defined herein, subject to the terms and conditions hereof and the approval of the United States

District Court for the Southern District of Texas (the “Court”).

I. THE LITIGATION

On May 5, 2013, Crestwood Midstream Partners LP (“Crestwood” or the “Company”),

Crestwood Holdings LLC, and Crestwood Gas Services GP LLC entered into a merger

agreement (the “Merger Agreement”) with Inergy Midstream, L.P. (“Inergy”), Inergy, L.P.,

NRGM GP, LLC, and Intrepid Merger Sub, LLC, pursuant to which, among other things, Inergy


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would acquire Crestwood and Crestwood unitholders would receive 1.07 units of Inergy and

$1.03 for each common unit of Crestwood they owned (the “Merger”), subject to a vote in favor

of the Merger Agreement by the holders of a majority of units of Crestwood entitled to vote to

approve the Merger Agreement.

Between May 21, 2013 and June 27, 2013, six separate putative class action lawsuits

were filed against Defendants by Abraham Knoll, Gary Podell, Johnny Cooper, Linda Giaimo,

Steven Elliot LLC, and Greg A. Hawley: Knoll v. Phillips, et al., No. 4:13-cv-01528 (S.D. Tex.)

(the “Knoll Action”); Podell v. Crestwood Midstream Partners LP, et al., No. 4:13-cv-01599

(S.D. Tex.) (the “Podell Action”); Cooper v. Crestwood Midstream Partners LP, et al., No. 4:13-

cv-01660 (S.D. Tex.) (the “Cooper Action”); Steven Elliot LLC v. Phillips, et al., No. 4:13-cv-

01763 (S.D. Tex.) (the “Elliot Action”); Cooper v. Crestwood Midstream Partners, L.P., et al.,

No. 1316-CV12723 (Mo. Cir. Ct. Jackson Cnty.) (the “Cooper Missouri Action”); and Hawley v.

Crestwood Midstream Partners LP, et al., No. 8689-VCL (Del. Ch.) (the “Hawley Action”).

These lawsuits alleged, among other things, claims of breaches of fiduciary duties in connection

with the Merger.

On May 30, 2013, Inergy filed a preliminary proxy statement/prospectus in a Form S-4

(the “Preliminary Proxy”) relating to the Merger with the United States Securities and Exchange

Commission (“SEC”).

On June 17, 2013, the Circuit Court of Jackson County, Missouri granted the request

filed by the plaintiff in the Cooper Missouri Action on June 10, 2013 to dismiss the Cooper

Missouri Action without prejudice.

On June 26, 2013, Inergy filed Amendment No. 1 to the Form S-4 relating to the Merger

with the SEC.


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On July 1, 2013, the plaintiffs in the Knoll and Cooper Actions filed amended complaints

containing allegations that Defendants had filed a materially misleading proxy statement in

violation of Section 14(a) of the Securities Exchange Act and Rule 14a-9 promulgated

thereunder. The amended complaint in the Cooper Action also named Linda Giaimo as the new

plaintiff.

On July 3, 2013, the plaintiff in the Hawley Action filed a motion seeking expedited

discovery and expedited proceedings.

On July 10, 2013, defendants in the Hawley Action filed an opposition to the motion filed

in the Hawley Action seeking expedited discovery and expedited proceedings.

On July 21, 2013, the plaintiffs in the Knoll, Podell, Cooper, and Elliot Actions filed an

unopposed motion to consolidate their four actions in the Southern District of Texas.

On July 24, 2013, the Court entered an Order Granting Plaintiffs’ Unopposed Motion to

Consolidate, thereby consolidating the earlier-filed Knoll, Podell, Cooper, and Elliot Actions as a

consolidated class action captioned In re Crestwood Midstream Partners Unitholder Litigation,

Case No. 4:13-cv-01528 (S.D. Tex.) (VDG) (the “Actions”).

On July 29, 2013, defendants in the Hawley Action moved to dismiss the Hawley Action.

On July 31, 2013, the plaintiff in the Elliot Action filed a motion seeking expedited

discovery.

On August 2, 2013, the plaintiff in the Podell Action filed an amended complaint

containing allegations that Defendants had filed a materially misleading proxy statement in

violation of Section 14(a) of the Securities Exchange Act and Rule 14a-9 promulgated

thereunder.


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On August 5, 2013, the Delaware Court of Chancery granted the request for voluntary

dismissal without prejudice of the Hawley Action submitted by the plaintiff in the Hawley

Action on August 2, 2013.

On August 7, 2013, the plaintiffs in the Knoll, Podell, and Cooper Actions filed a motion

seeking expedited discovery.

On August 9, 2013, Inergy filed Amendment No. 2 to the Form S-4 relating to the

Merger with the SEC. Similarly, on August 9, 2013, Crestwood filed Amendments Nos. 1, 2,

and 3 to the Schedule 13e-3 relating to the Merger with the SEC.

On August 16, 2013, the plaintiffs in the Knoll, Podell, and Cooper Actions (“Lead

Plaintiffs”) filed a Motion for Appointment of Lead Plaintiffs, Lead Counsel, and Liaison

Counsel.

On August 20, 2013, counsel for plaintiffs in the Knoll, Podell, and Cooper Actions

(“Lead Counsel”) filed a Notice of No Opposition to the Knoll Group’s Motion for Appointment

of Lead Plaintiffs, Lead Counsel, and Liaison Counsel.

On August 21, 2013, defendants in the Elliot Action filed an Opposition to Plaintiff’s

Motion for Expedited Discovery.

On August 27, 2013, Crestwood agreed to provide Lead Plaintiffs with certain core

documents, some of which were non-public, relating to Lead Plaintiffs’ claims (the “Discovery

Material”), including minutes of meetings of the Board of Directors of Crestwood Gas Services

GP LLC (the “Crestwood Board”), minutes of meetings of the Conflicts Committee of the Board

of Directors of Crestwood Gas Services GP LLC (the “Crestwood Conflicts Committee”), copies

of engagement letters between the Crestwood Conflicts Committee and Evercore Group L.L.C.

(“Evercore”) (the Crestwood Conflicts Committee’s financial advisor), copies of engagement


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letters between Crestwood and Citigroup Global Markets Inc., correspondence with the SEC

related to the Merger, a copy of Crestwood’s Schedule 13e-3 filed with the SEC, and

presentations to the Crestwood Conflicts Committee or Crestwood Board by Evercore.

On August 27, 2013, the plaintiffs in the Knoll, Podell, and Cooper Actions withdrew

their August 7th motion seeking expedited discovery.

On August 29, 2013, Crestwood filed Amendment No. 4 to the Schedule 13e-3 relating to

the Merger with the SEC. Similarly, on August 29, 2013, Inergy filed Amendment No. 3 to the

Form S-4 relating to the Merger with the SEC.

On September 5, 2013, Crestwood filed Amendment No. 5 to the Schedule 13e-3 relating

to the Merger with the SEC, and Inergy filed Amendment No. 4 to the Form S-4 relating to the

Merger.

On September 5, 2013, Crestwood filed a definitive Schedule 14A (the “Definitive

Proxy”) relating to the Merger with the SEC, and Inergy filed a definitive prospectus with the

SEC pursuant to Rule 424(b)(3) of the Securities Act of 1933.

On September 6, 2013, the Court denied the July 31 motion seeking expedited discovery

filed by the plaintiff in the Elliot Action.

On September 24, 2013, after consideration of the Discovery Material produced by

Crestwood, as described above, and extensive arm’s-length negotiations, Lead Plaintiffs and

Defendants reached an agreement-in-principle concerning resolution of the Actions and executed

a Memorandum of Understanding (the “MOU”), proposing to settle the Actions, subject to

certain additional discovery and approval by this Court, based on Defendants’ agreement to

provide certain Additional Disclosures, as defined in the MOU.


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On September 24, 2013, Crestwood filed a Form 8-K containing the Additional

Disclosures with the SEC, and on September 24, 2013, Inergy filed a Form 8-K containing the

Additional Disclosures with the SEC attached hereto as Exhibit A.

On October 4, 2013, the Crestwood unitholders voted to approve the Merger, and the

Merger subsequently closed on October 7, 2013.

Between September 24, 2013 and November 23, 2013, the parties completed the agreed-

upon additional discovery with respect to the claims asserted in the Actions regarding the

disclosures in the Preliminary Proxy and the Definitive Proxy. That additional discovery

included, in addition to the Discovery Material previously produced by Crestwood, the

deposition on November 11, 2013 of Phillip D. Gettig, Chairman of the Conflicts Committee of

the Board of Directors of Crestwood, and the deposition on November 12, 3013 of Robert A.

Pacha, Senior Managing Director of Evercore.

On the basis of the information available to them, including publicly available

information and the discovery described above, Lead Plaintiffs and Lead Counsel have

determined that the Settlement described herein is fair, reasonable, adequate, and in the best

interests of Plaintiffs and the Settlement Class, and that it is reasonable to pursue the Settlement

based upon the procedures and terms outlined herein and the benefits and protections offered

hereby. This Settlement was voluntarily reached after good faith, arm’s-length negotiations

between the parties who were all represented by competent counsel with extensive experience

and expertise in shareholder class action litigation. During the negotiations, all parties had a

clear view of the strengths and weaknesses of their respective claims and defenses. In

connection with the settlement discussions and negotiations leading to this proposed Settlement,

counsel for the Settling Parties did not discuss the appropriateness or amount of any application


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by Lead Counsel for an award of attorneys’ fees and expenses until after the material terms of

the proposed Settlement were negotiated and agreed upon.

II. PLAINTIFFS’ CLAIMS AND BENEFITS OF THE SETTLEMENT

Lead Plaintiffs and Lead Counsel believe that the claims asserted in the Actions have

merit. However, Lead Counsel recognize and acknowledge the expense and length of continued

proceedings necessary to prosecute the Actions against Defendants through trial and through

appeals. Lead Counsel have also taken into account the uncertain outcome and the risk of any

litigation, especially in complex cases such as the Actions, as well as the difficulties and delays

inherent in such litigation. Lead Counsel are also mindful of the inherent problems of proof and

possible defenses to the claims asserted in the Actions. Based on their evaluation of public and

non-public documents, and after completing the discovery described in Section I above, Lead

Counsel believe that the Settlement set forth in this Stipulation confers substantial benefits upon,

and is in the best interest of, the Settlement Class.

III. DEFENDANTS’ DENIAL OF WRONGDOING AND LIABILITY

Defendants have denied, and continue to deny, that they have committed or aided or

abetted in the commission of any violation of law of any kind, engaged in any of the wrongful

acts alleged in the Actions, or acted improperly in any way. Defendants expressly maintain that

they have diligently and scrupulously complied with any and all legal duties, including without

limitation, fiduciary duties. Defendants also have denied and continue to deny, inter alia, that

the disclosures provided to Crestwood unitholders were incomplete or in any way misleading,

that any additional disclosure was required under the SEC rules or any applicable legal principle,

and that the allegations that Plaintiffs and the Settlement Class have suffered damage or that

Plaintiffs or the Settlement Class were harmed by the conduct alleged in the Actions.


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Defendants are executing this Stipulation solely because they consider it desirable to: (a)

eliminate the burden, inconvenience, expense, risk, and distraction of further litigation; and (b)

put to rest all the claims which were or could have been asserted against Defendants in the

Actions. Accordingly, Defendants have determined that it is desirable and beneficial to them

that the Actions be settled in the manner and upon the terms and conditions set forth in this

Stipulation.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among

Plaintiffs, for themselves and on behalf of all members of the Settlement Class, and Defendants,

by and through their respective counsel, that pursuant to Rule 23 of the Federal Rules of Civil

Procedure, and subject to the approval of the Court and the other conditions set forth herein, the

Actions and the Released Claims, as defined herein, shall be finally and fully settled,

compromised, and released, and the Actions shall be dismissed on the merits and with prejudice,

as to all Settling Parties, as follows.

1. Certain Definitions. The following terms used in this Stipulation shall have the

meanings specified below:

1.1 “Additional Disclosures” means the Supplements to the Proxy

Statement/Prospectus set forth in Crestwood’s Form 8-K filed with the SEC on September 24,

2013 and Inergy’s Form 8-K filed with the SEC on September 24, 2013.

1.2 “Defendants” means Crestwood Midstream Partners LP, Crestwood Gas Services

GP LLC, Crestwood Holdings LLC, Robert G. Phillips, J. Hardy Murchison, Timothy H. Day,

Michael G. France, Vanessa Gomez LaGatta, Joel C. Lambert, Alvin Bledsoe, Philip D. Gettig,


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John W. Somerhalder II, Inergy, L.P., Inergy Midstream, L.P., NRGM GP, LLC, and Intrepid

Merger Sub, LLC.

1.3 “Effective Date” means the first business day following the date the Judgment

becomes final and non-appealable, whether by affirmance or by exhaustion of any possible

appeal or review, writ of certiorari, lapse of time, or otherwise.

1.4 “Judgment” means the Order and Final Judgment to be entered, substantially in

the form attached as Exhibit D hereto.

1.5 “Lead Counsel” means Weisslaw LLP, Levi & Korsinsky LLP, and Faruqi &

Faruqi, LLP.

1.6 “Settlement” means the settlement of the Actions upon the terms and conditions

set forth in this Stipulation.

1.7 “Settlement Class” means Plaintiffs and any and all record holders and beneficial

owners of any unit(s) of Crestwood who held any such unit(s) during the period beginning on

and including May 5, 2013 through and including October 7, 2013 (the date of consummation of

the Merger), including any and all of their respective successors-in-interest, predecessors, legal

representatives, trustees, executors, administrators, heirs, assignees, or transferees, immediate

and remote, and any person or entity acting for or on behalf of, or claiming under, any of them,

and each of them; provided, however, that the Settlement Class shall not include Defendants and,

at all relevant times, the members of Defendants’ immediate families, Defendants’ legal

representatives, heirs, successors, and assigns.

1.8 “Settlement Hearing” means the hearing to be held by the Court to determine,

among other things, whether the proposed Settlement should be approved as fair, reasonable, and

adequate; whether the Judgment approving the Settlement should be entered; and in what amount


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any award of attorneys’ fees should be paid to Lead Counsel for Lead Counsel’s efforts in

prosecuting the Actions and achieving the Settlement described herein.

2. The Settlement

2.1 Without admitting any wrongdoing, Defendants acknowledge that, as a direct

result of the filing and prosecution of the Actions, and in consideration of the Settlement of the

Actions as provided herein, Crestwood and Inergy made the Additional Disclosures, which

disclosures were disseminated to Crestwood unitholders by means of Form 8-K filings by

Crestwood and Inergy on September 24, 2013.

2.2 Subject to the terms of paragraph 6 below, Crestwood (or its successor(s) and/or

insurer(s)) has agreed to pay Lead Counsel up to $595,000 in the aggregate for all of their fees

and expenses, subject to Court approval. No other Defendant shall have any responsibility for

such payment of any fees and expenses to be awarded.

2.3 The Settling Parties agree, for purposes of the Settlement only, that the Actions,

collectively, shall be certified as a non-opt-out class action pursuant to Rule 23(b)(1) and Rule

23(b)(2) of the Federal Rules of Civil Procedure on behalf of the Settlement Class. In the event

the Court does not approve a non-opt-out Settlement Class, the Settling Parties agree that the

Settlement shall be terminable by Defendants. In the event the Effective Date does not occur or

the Settlement otherwise does not become final for any reason (or should the class certification

for Settlement purposes become null and void), Defendants reserve the right to oppose

certification of any plaintiff class in any future proceedings (including, but not limited to, any

proceedings in the Actions).


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2.4 The Settling Parties agree, for purposes of the Settlement only, to the provisional

appointment of Abraham Knoll, Greg Podell, and Linda Giaimo as class representatives and

Lead Counsel as counsel for the Settlement Class.

2.5 The Settling Parties agree that all proceedings in the Actions, except for those

proceedings related to the Settlement, shall be stayed until the resolution of all such Settlement-

related proceedings.

3. Notice of Settlement Hearing

3.1 As soon as practicable after this Stipulation has been executed, Plaintiffs shall

apply to the Court for entry of an Order in the form attached hereto as Exhibit B (“Preliminary

Order”), providing for, among other things: (a) certification for Settlement purposes only of a

non-opt-out Settlement Class pursuant to Rule 23(b)(1) and Rule 23(b)(2) of the Federal Rules of

Civil Procedure; (b) preliminary approval of the Settlement set forth in this Stipulation; and

(c) approval for mailing the Notice of Pendency of Class Action, Proposed Settlement of Class

Action, and Settlement Hearing (the “Notice”), substantially in the form attached hereto as

Exhibit C.

3.2 Crestwood (or its successor(s) and/or insurer(s)) shall pay all reasonable costs and

expenses incurred in providing the Notice to the last known address of each reasonably

identifiable member of the Settlement Class by U.S. mail, postage prepaid, in accordance with

the Preliminary Order. No other Defendant shall have responsibility for such costs or expenses.

At least ten (10) calendar days prior to the Settlement Hearing, Defendants’ counsel shall file

with the Court an appropriate affidavit or declaration with respect to the preparation and mailing

of the Notice to the Settlement Class.


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4. Releases

4.1 Upon the Effective Date, Plaintiffs and each of the Settlement Class members

shall be deemed to have, and by operation of the Judgment shall have fully, finally, and forever

released, remised, relinquished, and discharged all Defendants (including all current directors

and officers of Crestwood and Inergy, whether named as defendants or not) and any of their

present or former parents, affiliates, subsidiaries, and their respective directors, officers, general

partners, limited partners, partnerships, managing directors, employees, agents, attorneys,

advisors, insurers, accountants, auditors, trustees, financial advisors, lenders, investment bankers,

associates, representatives, heirs, executors, personal representatives, estates, administrators,

successors, and assigns (all, collectively, the “Released Persons”) from any and all known and

unknown claims for damages, injunctive relief, or any other remedy or relief that has been, could

have been, or in the future could or might be asserted by any member of the Settlement Class in

any forum, including class, derivative, individual, quasi-appraisal, or other claims, whether state,

federal, foreign, common law, statutory, or regulatory, including without limitation claims under

the federal securities laws, arising out of, relating to, or concerning: (i) the allegations contained

in the Actions; (ii) the Merger, the Merger Agreement, any amendments thereto and other

transactions contemplated therein, the process leading to execution of the Merger Agreement,

financial and other advisory services given in connection with the Merger Agreement,

disclosures relating to the Merger or Merger Agreement, and any compensation or other

payments made to any of the Defendants in connection with the Merger; (iii) the Preliminary

Proxy, the Definitive Proxy, and any other related filings with the SEC and any amendments

thereto, or any other disclosures relating to the matters and agreements referenced in clause (ii)

above; (iv) the negotiations leading up to the matters and agreements referenced in clause (ii)


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above; and (v) any matter that could have been asserted in the Actions regarding the matters and

agreements referenced in clause (ii) above or any disclosure or alleged failure to disclose

material facts to unitholders in connection with the Merger or Merger Agreement, by or on

behalf of any person, or any alleged aiding and abetting of any of the foregoing (all, collectively,

the “Released Claims”); provided, however, that the Released Claims shall not include the right

of any Settlement Class member or any of the Defendants to enforce the terms of the Settlement.

For the avoidance of doubt, “Released Persons” includes without limitation Evercore Group

L.L.C. and Citigroup Global Markets Inc.

4.2 Upon the Effective Date, Plaintiffs and each of the Settlement Class members


released, remised, relinquished, and discharged the Released Claims, including any and all

claims, demands, rights, actions, or causes of action of every nature and description whatsoever,

rights, liabilities, damages, losses, obligations, judgments, suits, matters, and issues of any kind

or nature whatsoever, that Plaintiffs or any member of the Settlement Class do not know or

suspect exist in their or its favor at the time of the release of the Released Claims as against the

Released Persons, including without limitation those which, if known, might have affected the

decision to enter into the Settlement (the “Unknown Claims”). Plaintiffs acknowledge, and the

members of the Settlement Class by operation of law shall be deemed to have acknowledged,

that they may discover facts in addition to or different from those now known or believed to be

true with respect to the Released Claims, but that it is the intention of Plaintiffs, and by operation

of law the members of the Settlement Class, to completely, fully, finally, and forever extinguish

any and all Released Claims, known or unknown, suspected or unsuspected, which now exist, or

heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of


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additional or different facts. With respect to any and all of the Released Claims, the Settling

Parties stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly and each

member of the Settlement Class shall be deemed to have, and by operation of the Judgment by

the Court shall have, expressly waived, relinquished, and released any and all provisions, rights,

and benefits conferred by or under Cal. Civ. Code § 1542 or any law of the United States or any

state of the United States or territory of the United States, or principle of common law, which is

similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT EXIST IN HIS OR HER FAVORAT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIMOR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENTWITH THE DEBTOR.

Plaintiffs acknowledge, and the members of the Settlement Class by operation of law shall be

deemed to have acknowledged, that “Unknown Claims” are expressly included in the definition

of “Released Claims” and that such inclusion was separately bargained for and was a material

element of the Settlement and was relied upon by each and all of the Defendants in entering into

this Stipulation.

4.3 Upon the Effective Date, Defendants and the Released Persons shall have fully,

finally, and forever released, relinquished, and discharged Plaintiffs, members of the Settlement

Class, and Lead Counsel from all claims arising out of the institution, prosecution, settlement, or

resolution of the Actions; provided, however, that Defendants and the Released Persons shall

retain the right to enforce the terms of this Stipulation or the Settlement.

5. Conditions of Settlement, Effect of Disapproval, Cancellation, orTermination

5.1 This Stipulation shall be subject to the following conditions and may be cancelled

and terminated in the event that:


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(a) the Court fails to enter the Preliminary Order substantially in the form

attached hereto as Exhibit B;

(b) the Court fails to enter the Judgment substantially in the form attached

hereto as Exhibit D;

(c) the Effective Date fails to occur;

(d) the Actions are not dismissed with prejudice; or

(e) any of the material terms of the Settlement as set forth in this Stipulation

are modified pursuant to any appeal or review.

5.2 Subject to ¶ 5.3 hereof, each of the Settling Parties shall have the right to

terminate the Settlement and thus Stipulation by providing written notice of their election to do

so (“Termination Notice”) to all other Settling Parties within thirty (30) days of: (a) the Court’s

declining to enter the Preliminary Order in any material respect; (b) the Court’s declining to

enter the Judgment in any material respect; or (c) the date upon which the Judgment is modified

or reversed in any material respect by the Court, the United States Court of Appeals for the Fifth

Circuit, or the United States Supreme Court. In addition, Defendants shall have the right to

terminate the Settlement by sending a Termination Notice to Plaintiffs within thirty (30) days of

any denial of Defendants’ motion to dismiss or stay any claim related to the subject matter of the

Actions, the Merger Agreement, the Merger, or the Released Claims being commenced or

prosecuted against any of the Defendants in any court prior to the Effective Date.

5.3 In the event that this Stipulation is not approved by the Court or the Settlement set

forth in the Stipulation is terminated in accordance with its terms, the Settling Parties shall revert

to their respective litigation positions on September 24, 2013, prior to the execution of the MOU,

and they shall proceed in all respects as if the MOU and this Stipulation had not been executed


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and the related orders had not been entered, and in that event all of their respective claims and

defenses as to any issue in the Actions shall be preserved without prejudice in any way.

5.4 In the event that this Stipulation is not approved by the Court or the Settlement set

forth in the Stipulation is terminated in accordance with its terms, the existence of or the

provisions contained in the MOU or this Stipulation shall not be deemed to prejudice the

respective positions of Plaintiffs or Defendants with respect to the Actions; nor shall they be

deemed a presumption, concession, or admission by Plaintiffs or any of Defendants of any fault,

liability, or wrongdoing, as to any facts, claims, or defenses that have been or might have been

alleged or asserted in the Actions, or any other action or proceeding; nor shall they be

interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise used by

any person in the Actions or in any other proceeding.

6. Lead Counsel’s Attorneys’ Fees and Expenses

6.1 After they had first negotiated and agreed to the material terms of the Settlement,

Lead Counsel and Defendants’ Counsel negotiated the amount of attorneys’ fees and expenses

that, subject to approval by the Court, would be paid to Lead Counsel. As a result of those

negotiations, Plaintiffs and Defendants have agreed that, at or before the Settlement Hearing,

Lead Counsel will apply to the Court for an award of attorneys’ fees and expenses (including

costs and disbursements) in the amount of $595,000 and Defendants have agreed not to oppose

such application. The Settlement, however, is not in any way conditioned on the Court awarding

such an amount — or any particular amount — of attorneys’ fees and expenses. The Court’s

refusal to approve the attorneys’ fees and expenses set forth herein, in whole or in part, shall

have no effect on the other terms of this Stipulation or the Settlement. Crestwood (or its

successor(s) and/or their insurer(s)), on behalf of Defendants, has agreed to pay, or cause to be


17

paid, the amount ordered by the Court, not to exceed $595,000, and no other Defendant shall

have responsibility to pay any award of fees and expenses.

6.2 Crestwood acknowledges and agrees that any fees and expenses awarded by the

Court to Lead Counsel shall be paid via check or wire transfer to Faruqi & Faruqi, LLP (the

“Faruqi Firm”) (as receiving agent for Lead Counsel), pursuant to instructions provided by the

Faruqi Firm, within ten (10) business days after the later of: (a) entry of an order of the Court

awarding such fees and expenses; or (b) Lead Counsel providing a completed W-9 and payment

instructions. Lead Counsel shall be responsible for allocating any award of attorneys’ fees or

expenses among Lead Counsel in a manner that they, in good faith, believe reflects the

contributions of such counsel to the prosecution and settlement of the Actions. Defendants and

the Released Persons shall have no responsibility for the allocation of attorneys’ fees or

expenses.

6.3 Except as set forth in ¶ 6.2 of this Stipulation, and for costs incurred in providing

the Notice to the Settlement Class, there shall be no obligation on the part of Crestwood (or its

successor(s) and/or their insurer(s)), any Defendant, or any person or entity to pay any amounts,

fees, costs, or expenses, including attorneys’ fees, to Lead Counsel, Plaintiffs, or to any member

of the Settlement Class.

6.4 Lead Counsel warrants that no portion of any award of attorneys’ fees or expenses

approved by the Court shall be paid to any Plaintiff or any Settlement Class member, except as

approved by the Court.

6.5 The disposition of the application for attorneys’ fees and expenses is not a

material term of this Stipulation and may be considered separately from the Settlement. Final

resolution of the application for attorneys’ fees and expenses is not a condition of this


18

Stipulation. Any failure by the Court to approve a request for attorneys’ fees and expenses in

whole or in part shall not affect or delay the enforceability of this Stipulation, provide any of the

Settling Parties the right to terminate the Settlement, or affect or delay the binding effect or

finality of the Judgment or the release of the Released Claims.

7. Miscellaneous Provisions

7.1 All of the Exhibits referred to herein shall be incorporated by reference as though

fully set forth herein.

7.2 This Stipulation may be amended or modified or any of its provisions waived

only by a written instrument signed by counsel for all Settling Parties or their successors.

7.3 This Stipulation and its Exhibits constitute the entire agreement among the

Settling Parties and supersede any prior agreements among the Settling Parties with respect to

the subject matter hereof, including the MOU. No representations, warranties, or inducements

have been made to or relied upon by any Settling Party concerning this Stipulation or its

Exhibits, other than the representations, warranties, and covenants expressly set forth therein.

7.4 The Settling Parties and their respective counsel of record agree that they will use

their reasonable best efforts to obtain all necessary approvals of the Court required by this

Stipulation (including, but not limited to, using their reasonable best efforts to resolve any

objections raised to the Settlement).

7.5 Plaintiffs agree to stay the proceedings in the Actions and, pending the occurrence

of the Effective Date, Plaintiffs and all members of the Settlement Class, or any of them, are

barred and enjoined from commencing, prosecuting, instigating, or in any way participating in

the commencement or prosecution of any action asserting any Released Claims against any of

the Released Persons.


19

7.6 In the event that any claim related to the subject matter of the Actions, the

Merger, or the Released Claims is commenced or prosecuted against any of the Defendants or

Released Persons in any court, the Settling Parties shall cooperate and use reasonable best efforts

to secure the dismissal with prejudice thereof (or a stay in contemplation of dismissal with

prejudice, following the Effective Date), and shall oppose any entry of any interim or final relief

in favor of any Settlement Class member therein.

7.7 The Settling Parties covenant and agree that the MOU and this Stipulation shall

not be deemed a presumption, concession, or admission by any of the Settling Parties as to the

merits, or lack thereof, of any allegations, claims, or defenses that have been or might be alleged

or asserted in the Actions or any other action or proceeding that has been, will be, or could be

brought, and shall not be interpreted, construed, deemed, invoked, offered, or received in

evidence or otherwise used by any person in the Actions or in any other action or proceeding,

whether civil, criminal, or administrative, for any purpose other than as provided expressly

herein; provided, however, that the Stipulation and/or Judgment may be introduced in any

proceeding, whether in the Court or otherwise, as may be necessary to argue that the Stipulation

and/or Judgment has res judicata, collateral estoppel, or other issue or claim preclusion effect or

to otherwise consummate or enforce the Settlement and/or Judgment.

7.8 Plaintiffs and Lead Counsel represent and warrant that Plaintiffs are members of

the Settlement Class and that none of Plaintiffs’ claims or causes of action referred to in this

Stipulation has been assigned, encumbered, or otherwise transferred in any manner in whole or

in part. Each Settling Party, or any responsible officer or partner or other fiduciary thereof,

represents and warrants to have read this Stipulation and its Exhibits and understands the

contents thereof.


20

7.9 Each counsel signing this Stipulation represents and warrants that such counsel

has been duly empowered and authorized to sign this Stipulation on behalf of his or her clients.

7.10 Any failure by any Settling Party to insist upon the strict performance by any

other Settling Party of any of the provisions of this Stipulation shall not be deemed a waiver of

any of the provisions hereof, and such Settling Party, notwithstanding such failure, shall have the

right thereafter to insist upon the strict performance of any and all of the provisions of this

Stipulation to be performed by such other Settling Party.

7.11 No waiver, express or implied, by any Settling Party of any breach or default in

the performance by any other Settling Party of its obligations under this Stipulation shall be

deemed to be or constitute a waiver of any other breach, whether prior, subsequent, or

contemporaneous, under the Stipulation; nor shall such waiver be deemed a waiver by any other

Settling Party of that or any other prior or subsequent breach of any provision of this Stipulation.

7.12 This Stipulation 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.

7.13 This Stipulation shall be binding upon and shall inure to the benefit of the Settling

Parties and the Settlement Class (and, in the case of the releases, all Released Persons) and the

respective legal representatives, heirs, executors, administrators, transferees, successors, and

assigns of all such foregoing persons and upon any corporation, partnership, or other entity into

or with which any party may merge, consolidate, or reorganize.

7.14 Without affecting the finality of the Settlement, the Court shall retain jurisdiction

with respect to implementation and enforcement of the terms of this Stipulation, and all Settling

Parties submit to the jurisdiction of the Court for purposes of implementing and enforcing this


21

Stipulation. Any dispute arising out of or relating to the Stipulation or the Settlement shall not

be litigated or otherwise pursued in any venue other than the Court.

7.15 This Stipulation shall not be construed more strictly against one Settling Party

than another merely by virtue of the fact that it, or any part of it, may have been prepared by

counsel for one of the Settling Parties, it being recognized that the Stipulation is the result of

arms’-length negotiations between the Settling Parties.

7.16 This Stipulation, the Settlement, and any and all disputes arising out of or relating

in any way to this Stipulation or the Settlement, whether in contract, tort, or otherwise, shall be

governed by an construed in accordance with the laws of the state of Delaware, without regard to

conflict of laws principles. Each of the Settling Parties (a) irrevocably submits to the personal

jurisdiction of the United States District Court for the Southern District of Texas and the courts

of the State of Texas, as well as to the jurisdiction of all courts to which an appeal may be taken

from such courts, in any suit, action, or proceeding arising out of or relating to this Stipulation or

the Settlement; (b) agrees that all claims in respect of such suit, action, or proceeding shall be

brought, heard, and determined exclusively in the United States District Court for the Southern

District of Texas (provided that, in the event that subject matter jurisdiction is not available in

federal court, then all such claims shall be brought, heard, and determined exclusively in the

courts of the State of Texas with jurisdiction over Houston, Texas); (c) agrees that it shall not

attempt to deny or defeat such personal jurisdiction by motion or other request for leave from

such court; (d) agrees not to bring any action or proceeding arising out of or relating to this

Stipulation or the Settlement in any other court; and (e) expressly waives and agrees not to plead

or to make any claim that any such action or proceeding is subject (in whole or in part) to a jury


22

trial. Each of the Settling Parties waives any defense of inconvenient forum to the maintenance

of any action or proceeding brought in accordance with this paragraph.

7.17 All agreements made and orders entered during the course of the Actions relating

to the confidentiality of documents or information shall survive this Stipulation.

7.18 If any of the provisions of this Stipulation is held to be illegal, invalid, or

unenforceable, then: (a) such provision(s) will be fully severable; (b) this Stipulation will be

construed and enforced as if the provision(s) had never been part of the Stipulation; and (c) the

remaining provision of the Stipulation will remain in full force and effect and will not be affected

by the illegal, invalid, or unenforceable provision or by its severance from this Stipulation.

7.19 Within five (5) business days of receipt of a written request by any producing

party following the Effective Date, Lead Counsel will return to counsel for Crestwood all

discovery material obtained in the Actions, including all documents produced by and/or

deposition testimony given by any of the Defendants and any materials containing or reflecting

discovery material (herein “Discovery Material”), or certify in writing that such Discovery

Material has been destroyed; provided, however, that Lead Counsel shall be entitled to retain any

communications with Defendants containing or referring to Discovery Material, but may not use

any Discovery Material or information derived from Discovery Material for any purpose. The

parties agree to submit to the Court any dispute concerning the return or destruction of Discovery

Material.

7.20 Pursuant to the Class Action Fairness Act (“CAFA”), no later than ten (10)

calendar days after this Stipulation is filed with the Court, Crestwood shall cause to be served

notice of the Settlement upon the United States Attorney General and each State Attorney


EXHIBIT A


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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 24, 2013 (September 24, 2013)

CRESTWOOD MIDSTREAM PARTNERS LP (Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (832) 519-2200

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Delaware 001-33631 56-2639586(State or Other Jurisdiction

of Incorporation or Organization) (Commission File Number)

(I.R.S. Employer Identification No.)

700 Louisiana Street, Suite 2060 Houston, Texas 77002

(Address of Principal Executive Offices) (Zip Code)

⌧ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

� Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

� Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

� Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 8.01. Other Events.

This Current Report on Form 8-K is being filed by Crestwood Midstream Partners LP, a Delaware limited partnership (“Crestwood”) in connection with a Memorandum of Understanding (the “Memorandum of Understanding”) regarding the settlement of certain litigation relating to the previously announced Agreement and Plan of Merger, dated as of May 5, 2013, among Crestwood, Crestwood Holdings LLC (“Crestwood Holdings”), Crestwood Gas Services GP LLC (“CMLP GP”), Inergy, L.P. (“Inergy, L.P.”), Inergy Midstream, L.P. (“Inergy Midstream”), NRGM GP, LLC (“NRGM GP”), and Intrepid Merger Sub, LLC (“Merger Sub”). The Merger Agreement provides for, among other things, the acquisition of Crestwood by Inergy Midstream through the merger (the “Merger”) of Merger Sub with and into Crestwood, with Crestwood surviving as a wholly owned subsidiary of Inergy Midstream at the effective time of the Merger.

Settlement of Certain Litigation

As previously reported by Crestwood, most recently in the discussion beginning on page 79 of the definitive proxy statement/prospectus filed by Crestwood and Inergy Midstream with the U.S. Securities and Exchange Commission (the “SEC”) on September 5, 2013 (the “Proxy Statement/Prospectus”), five putative class action lawsuits challenging the Merger have been filed, four in federal court in the United States District Court for the Southern District of Texas: (i) Abraham Knoll v. Robert G. Phillips, et al. (Case No. 4:13-cv-01528); (ii) Greg Podell v. Crestwood Midstream Partners, LP, et al. (Case No. 4:13-cv-01599); (iii) Johnny Cooper v. Crestwood Midstream Partners LP, et al. (Case No. 4:13-cv-01660; Johnny Cooper was subsequently replaced as named plaintiff in this action by Linda Giaimo); and (iv) Steven Elliot LLC v. Robert G. Phillips, et al. (Case No. 4:13-cv-01763), and one in Delaware Chancery Court, Hawley v. Crestwood Midstream Partners LP, et al. (Case No. 8689-VCL). All the cases name Crestwood, CMLP GP, Crestwood Holdings, the current and former directors of CMLP GP, Inergy, L.P., Inergy Midstream, NRGM GP and Merger Sub as defendants. The plaintiff in the Hawley action in Delaware filed a motion for expedited proceedings but subsequently withdrew that motion and then filed a stipulation voluntarily dismissing the action without prejudice, which has been granted by the Court, such that the Hawley action has now been dismissed. The plaintiffs in the Knoll, Podell, Cooper, and Elliot actions filed an unopposed motion to consolidate these four cases, which the Court granted. The consolidated action is styled In re Crestwood Midstream Partners Unitholder Litigation (Lead Case No. 4:13-cv-01528) (the “Litigation”).

On September 24, 2013, the defendants and plaintiffs Knoll, Podell and Giaimo (the “Settling Parties”) entered into the Memorandum of Understanding providing for the settlement of the Litigation, subject to certain confirmatory discovery by the plaintiffs in the Litigation and subject to the approval of the United States District Court for the Southern District of Texas (the “Court”). Crestwood and the other named defendants have vigorously denied, and continue vigorously to deny, that they have committed any violation of law or engaged in any of the wrongful acts that were alleged in the Litigation. The Memorandum of Understanding outlines the terms of the Settling Parties’ agreement in principle to settle and release all claims which were or could have been asserted in the Litigation.

The parties to the Memorandum of Understanding will seek to enter into a stipulation of settlement that will be presented to the Court for final approval. The stipulation of settlement will be subject to customary conditions, including approval by the Court, which will consider the fairness, reasonableness and adequacy of the settlement. The stipulation of settlement will provide for, among other things, the conditional certification of the Litigation as a non opt-out class action. The stipulation of settlement will provide for the release of any and all claims arising from the Merger, subject to approval by the Court. The release will not become effective until the stipulation of settlement is approved by the Court, and there can be no assurance that the Settling Parties will ultimately enter into a stipulation of settlement or that the Court will approve the settlement even if the Settling Parties were to enter into the stipulation. In such event, or if the Merger is not consummated for any reason, the proposed settlement will be null and void and of no force and effect. The settlement will not affect the consideration to be received by Crestwood’s unitholders in the Merger or the timing of the anticipated closing of the Merger.

Crestwood believes that the lawsuits are without merit and that no further disclosure is required to supplement the Proxy Statement/Prospectus under applicable laws; however, to eliminate the burden, expense and uncertainties inherent in such litigation, and without admitting any liability or wrongdoing, Crestwood and Inergy Midstream have agreed, pursuant to the terms of the Memorandum of Understanding, to make certain supplemental disclosures to the Proxy Statement/Prospectus as set forth below. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.

The supplemental disclosures to the Proxy Statement/Prospectus set forth in this Current Report on Form 8-K should be read alongside the Proxy Statement/Prospectus, and to the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Proxy Statement/Prospectus, this Current Report on Form 8-K is more current. Defined terms used but not otherwise defined herein have the meanings set forth in the Proxy Statement/Prospectus.

Supplements to the Proxy Statement/Prospectus


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1. The section of the Proxy Statement/Prospectus titled “Special Factors — Background of the Merger” is hereby supplemented as follows:

A. The following disclosure supplements the fifth full paragraph on page 35 of the Proxy Statement/Prospectus by adding the following new sentence at the end of such paragraph:

After Mr. Phillips discussed the potential transactions with the members of the Crestwood Conflicts Committee for the first time, it was determined that, in light of the very preliminary stage and the belief that Inergy would likely pursue a competitive process that might involve Inergy engaging in discussions with multiple potential parties in addition to Crestwood, Mr. Phillips and the management team of Crestwood would continue to engage in discussions with Inergy to assess the feasibility of engaging in a transaction that would be mutually beneficial to Crestwood and Inergy.


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B. The following disclosure supplements the third full paragraph on page 37 of the Proxy Statement/Prospectus by adding the following new sentence at the end of such paragraph:

Crestwood believed that providing its unitholders with a one-time cash distribution in an amount sufficient to prevent such holders from experiencing any dilution with respect to forecasted distributions through calendar year 2015 would adequately protect such holders from dilution as a result of the merger. This belief was based on the fact that its forecasted distributions were difficult to predict years in advance, and that the risk of potential dilution was more than offset by the greater cash flow stability that a merger with Inergy Midstream would provide due to Inergy Midstream’s significant portfolio of long-term fee-based contracts with high-quality customers.

2. The section of the Proxy Statement/Prospectus titled “Special Factors — Opinion of Evercore, Financial Advisor to the Crestwood Conflicts Committee” is hereby supplemented as follows:

A. The following disclosure supplements the first full paragraph on page 50 of the Proxy Statement/Prospectus by adding the new sentence following the third sentence of such paragraph:

For purposes of its analysis of the pro forma impact of the merger, Evercore relied on the expected annual synergies prepared by management of Crestwood of $10 million in 2013, $15 million in 2014 and $20 million in each of 2015, 2016 and 2017.

B. The following disclosure precedes the first sentence of the fifth full paragraph on page 51 of the Proxy Statement/Prospectus with the following:

Utilizing the closing price of Inergy Midstream common units as of May 3, 2013, the merger consideration to be received by Crestwood unitholders (other than the Crestwood Affiliated Entities) consisting of 1.0700 Inergy Midstream common units and $1.03 in cash would equate to $27.30 per unit.

C. The following disclosure supplements the discussion following the third full paragraph on page 52 of the Proxy Statement/Prospectus by adding the following new paragraphs and tables:

The following table sets forth Crestwood’s projected unlevered free cash flows for the six months ending December 31, 2013 and calendar years 2014 through 2017 utilized by Evercore in its analysis ($ in millions):

For the Six Months EndingDecember 31, For the Years Ending December 31,

2013E 2014E 2015E 2016E 2017EUnlevered FCF $ 59.6 $88.2 $167.2 $178.0 $203.6


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Evercore calculated an implied WACC for Crestwood Midstream of 7.8% and utilized a discount rate range of 7.5% to 8.5% in its analysis. The assumptions used in the Capital Asset Pricing Model and the associated derivation of Crestwood Midstream’s Weighted Average Cost of Capital are shown below ($ in millions, except per unit amounts):

The Total Expected Market Return methodology is derived by the sum of the current yield and expected distribution growth for the Crestwood Midstream peer group as discussed in the Peer Group Trading Analysis. The assumptions used in the Total Expected Market Return Weighted Average Cost of Capital analysis are shown below:

Partnership Unit Price5/3/2013

Market EquityValue

TotalDebt

PreferredStock

Total Debt andPreferred Stock

Total Debt / Total Capitalization

AdjustedBeta (1)

UnleveredBeta (2)

Equity Cost of Capital

American Midstream Partners,

LP $18.01 $169 $113 $90 $203 54.7% 0.59 0.33 Atlas Pipeline Partners, L.P. 36.48 2,403 1,180 — 1,180 32.9% 1.05 0.80

Access Midstream Partners,

L.P. 42.48 8,215 2,500 — 2,500 23.3% 0.66 0.55 Crosstex Energy, L.P. 18.78 1,795 1,036 — 1,036 36.6% 0.87 0.64 DCP Midstream Partners, LP 48.06 2,973 1,620 — 1,620 35.3% 0.69 0.51

MarkWest Energy Partners,

L.P. 60.70 9,050 2,523 — 2,523 21.8% 0.75 0.64 Regency Energy Partners LP 25.54 5,251 2,757 73 2,830 35.0% 0.70 0.52

Southcross Energy Partners,

L.P. 21.61 539 191 259 450 45.5% 0.64 0.41

Summit Midstream Partners,

LP 27.46 1,368 199 — 199 12.7% 1.07 0.98 Targa Resources Partners LP 46.63 4,843 2,393 — 2,393 33.1% 0.72 0.54 Western Gas Partners, LP 59.73 6,406 1,927 — 1,927 23.1% 0.73 0.61 Mean (3) 28.2% 0.80 0.64 Median (3) 32.9% 0.73 0.61

WACC

WACC

Risk-free Rate (4) 1.6% Unlevered Beta 0.64

Debt and Preferred / Total

Capitalization 28.2% Adjusted Levered Equity Beta 0.81 Market Risk Premium (5) 6.6%

Small Company Risk

Premium (5) 1.8% Equity Cost of Capital (6) 8.8% Pre-Tax Cost of Debt 8.0% After-Tax Cost of Debt 5.2% WACC 7.8%

(1) Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta +(0.33) × 1.0 (2) Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 35.0% (3) Excludes American Midstream Partners, LP and Southcross Energy Partners, L.P. due to relatively new partnerships with a non-

comparable size (4) 10-year Treasury as of May 3, 2013 (5) Source: Ibbotson Associates (6) Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk

Premium)

Partnership Current

Yield Distribution

Growth Total

Return

Total Return

American Midstream Partners, LP 9.6% 2.6% 12.2% Atlas Pipeline Partners, L.P. 6.4% 8.5% 14.9% Access Midstream Partners, L.P. 4.2% 11.3% 15.5% Crosstex Energy, L.P. 7.0% 5.6% 12.6% DCP Midstream Partners, LP 5.7% 8.4% 14.2% MarkWest Energy Partners, L.P. 5.4% 9.2% 14.6% Regency Energy Partners LP 7.2% 4.3% 11.5% Southcross Energy Partners, L.P. 7.4% 6.3% 13.7% Summit Midstream Partners, LP 6.0% 8.0% 14.0% Targa Resources Partners LP 5.8% 8.5% 14.3% Western Gas Partners, LP 3.6% 11.6% 15.2%


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As mentioned above, the terminal value of Crestwood Midstream was calculated using various exit EV/EBITDA multiples ranging from 9.0x to 11.0x. The exit EV/EBITDA multiples were selected by Evercore by reviewing Crestwood Midstream’s historical trading multiples as well as the EV/EBITDA multiples of the Crestwood Midstream peer group. The terminal value of Crestwood Midstream was also calculated using various perpetuity growth rates ranging from 0.5% to 1.5%. Such perpetuity growth rates were based on Evercore’s judgment of Crestwood’s long-term growth rate and prevailing inflation rates. The terminal yield range of 7.0% to 10.0% for Crestwood Midstream distributions per unit utilized by Evercore in its Discounted Cash Flow Analysis was based on Crestwood Midstream’s exhibited 52-week current yield range of 6.89% to 9.74%.

Mean (1) 14.1% Median (1) 14.3%

(1) Excludes American Midstream Partners, LP and Southcross Energy Partners, L.P. due to relatively new partnerships with a non-comparable size.


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D. The following disclosure supplements the discussion following the last full paragraph on page 52 of the Proxy Statement/Prospectus by adding the following new paragraph and table:

The mean and median historical EBITDA multiples paid in the selected transactions reviewed by Evercore were 12.0x and 9.8x, respectively. The selected transactions utilized in the Precedent M&A Transaction Analysis for Crestwood Midstream are shown below ($ in millions):

TransactionDate Acquiror Seller Price04/13 Atlas Pipeline Partners, L.P. TEAK Midstream, L.L.C. $ 1,000.0 02/13 Regency Energy Partners LP Southern Union Company 1,429.0 02/13 Western Gas Partners, LP Anadarko Petroleum Corporation 490.0 02/13 Western Gas Partners, LP Chesapeake Energy Corporation 133.5 02/13 DCP Midstream Partners LP DCP Midstream LLC 856.0 01/13 Summit Midstream Partners Bear Tracker Energy, LLC 513.0 01/13 Crestwood Midstream Partners Crestwood Holdings Partners LLC 258.0 11/12 Targa Resources Partners LP Saddle Butte Pipeline, LLC 950.0 11/12 Atlas Pipeline Partners, L.P. Cardinal Midstream L.L.C. 600.0 08/12 Eagle Rock Energy Partners BP America Production Co. 227.5 07/12 Crestwood Midstream Partners LP Devon Energy Corporation 90.0 06/12 CenterPoint Energy, Inc. Martin Midstream Partners L.P. 275.0 05/12

MarkWest Energy Partners, L.P.

Stonehenge Energy Resources, L.P., Rex Energy

Corporation, Summit Discovery Resources II, LLC 512.0 04/12 PennVirginia Resource Partners, L.P. Chief Gathering LLC 1,252.5 03/12 Williams Partners L.P. Caiman Eastern Midstream LLC 2,500.0 01/12 Western Gas Partners L.P. Anadarko Petroleum Corporation 483.0 12/11 Crestwood Midstream Partners LP Antero Resources 375.0 12/11 Plains All American Pipeline, L.P. Velocity South Texas Gathering LLC 352.0 10/11 Kinder Morgan Energy Partners, L.P. SouthTex Treaters 155.0 10/11 Crestwood Midstream Partners LP Energy Spectrum Capital and Zwolle Pipeline, LLC 73.0 07/11 Western Gas Partners, LP Anadarko Petroleum Corporation 130.0 06/11 Sable NGL LLC EOG Resources, Inc. 185.0 05/11 Kinder Morgan Energy Partners, L.P. Petrohawk Energy Corporation 920.0 03/11

Energy Transfer Partners, L.P. and Regency Energy

Partners LP Louis Dreyfus Highbridge Energy LLC 1,925.0 03/11 Anadarko Petroleum Corp BP plc 575.5 02/11 Crestwood Midstream Partners Frontier Gas Services, LLC 338.0 01/11 MarkWest Energy Partners L.P. EQT Corporation 230.0 01/11 Western Gas Partners, LP Encana Oil & Gas (USA) Inc. 303.3 12/10

Chesapeake Midstream Partners LP

Chesapeake Midstream Development LP (a wholly-owned subsidiary of Chesapeake Energy Corporation) 500.0

11/10 Williams Partners L.P. Cabot Oil & Gas Corporation 150.0 11/10 Chevron Corporation Atlas Pipeline Partners, LP 403.0 11/10 ArcLight Capital Partners LLC OGE Energy 183.0 10/10 Williams Partners L.P. Williams Companies, Inc. 782.0 10/10 Cardinal Midstream, LLC Antero Resources, LLC 268.0 09/10 Targa Resources Partners LP Targa Resources, Inc. 167.5 08/10 Targa Resources Partners LP Targa Resources, Inc. 230.0 08/10 Regency Energy Partners, L.P. Zephyr Gas Services 185.0 08/10 Western Gas Partners, LP Anadarko Petroleum Corporation 498.0 07/10 Enbridge Energy Partners, L.P. Atlas Pipeline Partners, LP 686.1 06/10 DCP Midstream, LLC Ceritas Energy 79.0 04/10 Regency Energy Partners LP GE Energy Financial Services 92.1 04/10 Kinder Morgan Energy Partners, L.P. Petrohawk Energy 875.0 04/10 Enterprise Products Partners, L.P. Yorktown Partners 1,200.0 03/10 Targa Resources Partners LP Targa Resources, Inc. 420.0 02/10 Western Gas Partners, LP Anadarko Petroleum Corporation 254.4


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E. The following disclosure supplements the discussion following the last full paragraph on page 53 of the Proxy Statement/Prospectus by adding the following new paragraph and table:

Evercore reviewed the financial and operating data and associated pricing multiples and ratios observed for each of the selected MLPs in the Peer Group Trading Analysis for Crestwood Midstream as shown below ($ in millions, except per unit amounts):

F. The following disclosure replaces the fourth sentence in the fifth full paragraph on page 53 of the Proxy Statement/Prospectus with the following:

Based on the nature of Crestwood Midstream’s asset base, customer base, contract terms and business prospects, as well as certain other considerations related to the specific characteristics of the comparable MLPs, Evercore deemed a range of 11.5x to 13.5x for calendar year 2013 and a range of 9.0x to 12.0x for calendar year 2014 to be relevant.

G. The following disclosure supplements the discussion following the first full paragraph on page 54 of the Proxy Statement/Prospectus by adding the following table:

Enterprise Value / Price Equity Enterprise EBITDA Distribution Yield Distribution TotalPartnership (05/13/2013) Value Value 2013E 2014E Current 2013E 2014E Growth ReturnNatural Gas Gathering and

Processing MLPs American Midstream Partners, LP $18.01 $168.6 $378.7 11.5x 10.0x 9.6% 9.6% 9.6% 2.6% 12.2% Atlas Pipeline Partners, L.P. 36.48 2,403.1 3,646.9 10.2 8.1 6.4% 6.9% 7.8% 8.5% 14.9% Access Midstream Partners, L.P. 42.48 8,214.5 10,761.2 13.5 10.5 4.2% 4.6% 5.3% 11.3% 15.5% Crosstex Energy, L.P. 18.78 1,795.5 2,831.7 12.0 9.2 7.0% 7.5% 8.1% 5.6% 12.6% DCP Midstream Partners, LP 48.06 2,973.3 4,627.7 12.6 9.3 5.7% 6.0% 6.4% 8.4% 14.2% MarkWest Energy Partners, L.P. 60.70 9,049.7 11,553.2 16.6 12.3 5.4% 5.7% 6.2% 9.2% 14.6% Regency Energy Partners LP 25.54 5,251.4 8,104.9 12.9 10.4 7.2% 7.3% 7.6% 4.3% 11.5% Southcross Energy Partners, L.P. 21.61 538.8 981.0 18.6 17.2 7.4% 7.4% 7.6% 6.3% 13.7% Summit Midstream Partners, LP 27.46 1,367.9 1,559.3 13.1 11.0 6.0% 6.3% 7.0% 8.0% 14.0% Targa Resources Partners LP 46.63 4,843.3 7,319.1 11.5 9.0 5.8% 6.2% 6.8% 8.5% 14.3% Western Gas Partners, LP 59.73 6,406.3 8,204.3 18.7 13.7 3.6% 3.8% 4.4% 11.6% 15.2%

Mean 13.8x 11.0x 6.2% 6.5% 7.0% 7.7% 13.9% Median 12.9 10.4 6.0% 6.3% 7.0% 8.4% 14.2%

Crestwood Midstream Partners

LP $23.85 $1,456.5 $2,190.1 12.2x 9.5x 8.6% 8.7% 9.0% 3.9% 12.5%

Transaction PremiumDate Equity Enterprise 52-WeekAnnounced Target Acquiror Consideration Value Value 1-Day 5-Day 30-Day High01/29/13

Copano Energy, L.L.C.

Kinder Morgan Energy

Partners, L.P. Unit-for-Unit $3,777.5 $4,724.3 21.8% 21.7% 36.7% 6.1% 02/23/11

Duncan Energy Partners L.P.

Enterprise Products Partners

L.P. Unit-for-Unit 2,405.0 3,302.8 27.9% 27.7% 27.4% 2.3% 06/09/09

TEPPCO Partners LP


L.P. Unit-for-Unit 3,290.7 6,024.5 7.1% 4.3% 8.9% (13.5%) 06/12/06

Pacific Energy Partners, L.P.

Plains All American Pipeline,

L.P. Unit-for-Unit 1,395.4 2,007.9 10.6% 10.2% 14.4% (0.5%) 11/01/04 Kaneb Pipeline Partners, L.P. Valero L.P. Unit-for-Unit 1,741.5 2,371.4 21.2% 17.6% 18.6% 4.2% 12/15/03

GulfTerra Energy Partners, L.P.


L.P. Unit-for-Unit 2,408.4 4,240.3 2.2% 3.7% 2.1% (2.0%) 10/18/97

Santa Fe Pacific Pipeline Partners

LP Kinder Morgan Energy

Partners, L.P. Unit-for-Unit 1,038.0 1,339.9 31.8% 33.2% 40.3% 5.3%

Median 21.2% 17.6% 18.6% 2.3% Mean 17.5% 16.9% 21.2% 0.3% Max 31.8% 33.2% 40.3% 6.1% Min 2.2% 3.7% 2.1% (13.5%)


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H. The following disclosure supplements the discussion following the third full paragraph on page 54 of the Proxy Statement/Prospectus by adding the following table:

Wall Street Research Price Targets

Inergy Midstream Analysis

I. The following disclosure supplements the discussion following the first full paragraph on page 55 of the Proxy Statement/Prospectus by adding the following new paragraphs and tables:

The following table sets forth Inergy Midstream’s projected unlevered free cash flows for the three months ending September 30, 2013 and fiscal years 2014 through 2017 utilized by Evercore in its analysis ($ in millions):

The assumptions used in the Capital Asset Pricing Model and the associated derivation of Inergy Midstream’s Weighted Average Cost of Capital are shown below ($ in millions, except per unit amounts):

Target Firm Analyst Date Recommendation PriceLadenburg Thalmann Eduardo Seda 02/27/13 Buy $32.50 Hilliard Lyons Joel K. Havard 02/27/13 Long-term Buy 32.00 Simmons Mark L. Reichman 03/21/13 Overweight 30.00 Barclays Richard Gross 02/28/13 Equalweight 27.00 RBC T.J. Schultz 02/27/13 Sector Perform 26.00 Citi John K Tysseland 03/20/13 Neutral 24.00 Bank of America Gabe Moreen 02/27/13 Underperform 24.00 Wells Fargo Michael J. Blum 02/28/13 Outperform NA

Median: $27.00 Mean: 27.93 Low: 24.00 High: 32.50

For the Three Months Ending September 30, For the Fiscal Years Ending September 30, 2013E 2014E 2015E 2016E 2017EUnlevered FCF $8.2 $97.4 $40.6 $5.0 $210.6

Unit Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership 5/3/2013 Value Preferred Stock Total Capitalization Beta (1) Beta (2)

Equity Cost of Capital

Boardwalk Pipeline Partners, LP $30.27 $7,121.9 $3,539.2 33.2% 0.72 0.54 El Paso Pipeline Partners, L.P. 42.50 9,381.0 4,338.0 31.6% 0.62 0.48 EQT Midstream Partners, LP 46.38 1,641.3 — 0.0% 1.16 1.16 Niska Gas Storage Partners LLC 15.11 531.7 400.0 42.9% 0.81 0.54 PAA Natural Gas Storage, L.P. 21.90 1,589.0 582.1 26.8% 0.79 0.64 Spectra Energy Partners, LP 37.35 4,064.1 1,149.3 22.0% 0.74 0.62 TC PipeLines, LP 43.06 2,349.5 691.0 22.7% 0.57 0.48 Mean (3) 29.9% 0.71 0.55 Median (3) 29.2% 0.73 0.54

WACC

WACC

Risk-free Rate (4) 1.6% Unlevered Beta 0.55 Debt and Preferred / Total Capitalization 29.9% Adjusted Levered Equity Beta 0.70 Market Risk Premium (5) 6.6% Small Company Risk Premium (5) 1.8% Equity Cost of Capital (6) 8.1% Pre-Tax Cost of Debt 6.0% After-Tax Cost of Debt 3.9% WACC 6.8%

(1) Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta +(0.33) × 1.0 (2) Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 35.0% (3) Excludes EQT Midstream, LP due to non-comparable capitalization (4) 10-year Treasury as of May 3, 2013 (5) Source: Ibbotson Associates (6) Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium)


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The Total Expected Market Return methodology is derived by the sum of the current yield and expected distribution growth for the Inergy Midstream peer group as discussed in the Peer Group Trading Analysis. The assumptions used in the Total Expected Market Return Weighted Average Cost of Capital analysis are shown below:

As mentioned above, the terminal value of Inergy Midstream was calculated using various exit EV/EBITDA multiples ranging from 11.5x to 13.5x. The exit EV/EBITDA multiples were selected by Evercore by reviewing Inergy Midstream’s historical trading multiples as well as the EV/EBITDA multiples of the Inergy Midstream peer group. The terminal value of Inergy Midstream was also calculated using various perpetuity growth rates ranging from 0.5% to 1.5%. Such perpetuity growth rates were based on Evercore’s judgment of Inergy Midstream’s long-term growth rate and prevailing inflation rates.

J. The following disclosure supplements the discussion following the fourth full paragraph on page 55 of the Proxy Statement/Prospectus by adding the following new paragraph and table:

The mean and median historical EBITDA multiples paid in the selected transactions reviewed by Evercore were 12.3x and 12.2x, respectively. The selected transactions utilized in the Precedent M&A Transaction Analysis for Inergy Midstream are shown below ($ in millions):

Partnership Unit Price5/3/2013

Market EquityValue

CurrentYield

DistributionGrowth

TotalReturn

Total Return

Boardwalk Pipeline Partners, LP $30.27 $7,121.9 7.0% 2.4% 9.4% El Paso Pipeline Partners, L.P. 42.50 9,381.0 5.8% 6.1% 11.9% EQT Midstream Partners, LP 46.38 1,641.3 3.0% 38.2% 41.2% Niska Gas Storage Partners LLC 15.11 531.7 9.3% 2.9% 12.2% PAA Natural Gas Storage, L.P. 21.90 1,589.0 6.5% 2.4% 8.9% Spectra Energy Partners, LP 37.35 4,064.1 5.3% 5.2% 10.5% TC Pipelines, LP 43.06 2,349.5 7.2% 1.2% 8.4% Mean (1) 10.2% Median (1) 10.0%

(1) Excludes EQT Midstream, LP due to non-comparable capitalization

Date Acquiror Seller Transaction

Price08/12 Boardwalk Pipeline Partners, LP PL Logistics LLC $625.0 10/11 Boardwalk Pipeline Partners, LP Enterprise Products Partners L.P. 550.0 07/11 Inergy, L.P. New York State Electric & Gas Corp. 65.0 06/11 Cardinal Gas Storage Partners LLC High Sierra Energy LP 148.0 01/11 DCP Midstream Partners LP Marysville Hydrocarbon Holdings LLC 101.0 12/10 PAA Natural Gas Storage, L.P. SGR Holdings, L.L.C. 750.0 09/10 Inergy, L.P. NGS Energy LP 725.0 07/10 Spectra Energy Corp. Haddington Energy Partners, GE Energy Financial Services 965.0 07/10 Buckeye Partners ArcLight Capital Partners 484.0 08/09 Plains All American Pipeline, L.P. Vulcan Capital 220.0 03/06 Riverstone (Niska) EnCana Corp. 1,515.0 08/05

Plains All American Pipeline, L.P. and Vulcan Capital Sempra Energy 510.0

07/05 Inergy, L.P. eCORP, L.L.C. 230.0 08/04 AGL Resources AEP 86.0 08/02 Scottish Power PLC (PacifiCorp Power Marketing) Aquila, Inc. 180.0 08/00 Duke Energy Gas Transmission Corp. NiSource 400.0 07/00 El Paso Energy Partners El Paso Corp. 170.0


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K. The following disclosure supplements the discussion following the second full paragraph on page 56 of the Proxy Statement/Prospectus by adding the following new paragraph and table:

Evercore reviewed the financial and operating data and associated pricing multiples and ratios observed for each of the selected MLPs in the Peer Group Trading Analysis for Inergy Midstream as shown below ($ in millions, except per unit amounts):

L. The following disclosure replaces the third sentence in the first full paragraph on page 56 of the Proxy Statement/Prospectus with the following:

Based on the nature of Inergy Midstream’s asset base, customer base, contract terms and business prospects, as compared to its peer group, as well as certain other considerations related to the specific characteristics of the comparable MLPs, Evercore deemed a range of 14.0x to 18.0x for fiscal year 2013 and a range of 12.0x to 16.0x for fiscal year 2014 to be relevant.

3. The section of the Proxy Statement/Prospectus titled “Special Factors – Presentation of Citi, Financial Advisor to Crestwood and Crestwood Holdings” is hereby supplemented as follows:

The following disclosure supplements the discussion following the second full paragraph of page 66 of the Proxy Statement/Prospectus by adding the following new sentence at the end thereof:

Citi was not asked to render a fairness opinion because the Crestwood Board of Directors intended to seek “Special Approval” of the merger under Crestwood’s partnership agreement by the Crestwood Conflicts Committee and it was expected that the Crestwood Conflicts Committee would engage a financial advisor that would render a fairness opinion in the course of considering whether or not to grant “Special Approval” of the merger.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication contains information about the Merger. In connection with the Merger, Crestwood and Inergy Midstream filed the definitive Proxy Statement/Prospectus on September 5, 2013 and began mailing the Proxy Statement/Prospectus to its unitholders on September 6, 2013. INVESTORS AND UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND

Price Equity Enterprise Enterprise Value /

EBITDA Distribution Yield Distribution TotalPartnership (05/03/2013) Value Value 2013E 2014E Current 2013E 2014E Growth ReturnNatural Gas Pipelines/Storage Boardwalk Pipeline Partners, LP $30.27 $7,121.9 $10,657.2 13.5x 12.7x 7.0% 7.0% 7.1% 2.4% 9.4% El Paso Pipeline Partners, L.P. 42.50 9,381.0 13,513.0 11.6 10.9 5.8% 6.0% 6.3% 6.1% 11.9% EQT Midstream Partners, LP 46.38 1,641.3 1,619.3 15.3 11.8 3.0% 3.3% 4.0% 38.2% 41.2% Niska Gas Storage Partners LLC 15.11 531.7 923.2 6.7 6.5 9.3% 9.3% 9.3% 2.9% 12.2% PAA Natural Gas Storage, L.P. 21.90 1,589.0 2,170.4 18.1 16.5 6.5% 6.6% 6.6% 2.4% 8.9% Spectra Energy Partners, LP 37.35 4,064.1 5,157.0 20.0 16.5 5.3% 5.4% 5.7% 5.2% 10.5% TC PipeLines, LP 43.06 2,349.5 3,037.5 17.0 15.7 7.2% 7.3% 7.4% 1.2% 8.4%

Mean 13.3x 10.3x 6.3% 6.5% 6.8% 5.7% 12.0%Median 13.5 10.9 6.5% 6.5% 6.5% 3.1% 11.2%

Inergy Midstream, L.P. (1) $24.55 $2,108.9 $2,820.5 14.0x 10.1x 6.4% 6.6% 7.2% 8.3% 14.7%

Price Equity Enterprise Enterprise Value /

EBITDA Distribution Yield Distribution TotalPartnership (05/03/2013) Value Value 2013E 2014E Current 2013E 2014E Growth ReturnNatural Gas Storage Niska Gas Storage Partners LLC $15.11 $531.7 $923.2 6.7x 6.5x 9.3% 9.3% 9.3% 2.9% 12.2% PAA Natural Gas Storage, L.P. 21.90 1,589.0 2,170.4 18.1 16.5 6.5% 6.6% 6.6% 2.4% 8.9%

Mean 12.4x 11.5x 7.9% 7.9% 8.0% 2.6% 10.5%

Inergy Midstream, L.P. (1) $24.55 $2,108.9 $2,820.5 14.0x 10.1x 6.4% 6.6% 7.2% 8.3% 14.7%

(1) IBES estimates are on a calendar basis, fiscal year ends September 30


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OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRESTWOOD, INERGY MIDSTREAM, THE MERGER AND RELATED MATTERS. Investors and unitholders can obtain free copies of the Proxy Statement/Prospectus and other documents filed with the SEC by Inergy Midstream and Crestwood through the website maintained by the SEC at www.sec.gov. In addition, investors and unitholders can obtain free copies of documents filed by Crestwood with the SEC from Crestwood’s website, www.crestwoodlp.com, under the heading “SEC Filings” in the “Investor Relations” tab and free copies of documents filed by Inergy with the SEC from Inergy Midstream’s website, www.inergylp.com/midstream, under the heading “SEC Filings” in the “Investor Relations” tab.

PARTICIPANTS IN THE SOLICITATION

Crestwood, Inergy Midstream and their respective general partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of Crestwood in respect of the Merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the unitholders of Crestwood in connection with the Merger, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the Proxy Statement. Information regarding Crestwood’s directors and executive officers is contained in Crestwood’s Annual Report on Form 10-K for the year ended December 31, 2012, which is filed with the SEC. Information regarding Inergy Midstream’s directors and executive officers is contained in Inergy Midstream’s Annual Report on Form 10-K for the year ended September 30, 2012, which is filed with the SEC. Free copies of these documents may be obtained from the sources described above.

FORWARD-LOOKING STATEMENTS

The statements in this communication regarding future events, occurrences, circumstances, activities, performance, outcomes and results are forward-looking statements. Although these statements reflect the current views, assumptions and expectations of Crestwood’s management, the matters addressed herein are subject to numerous risks and uncertainties which could cause actual activities, performance, outcomes and results to differ materially from those indicated. Such forward-looking statements include, but are not limited to, statements about the future financial and operating results, objectives, expectations and intentions and other statements that are not historical facts. Factors that could result in such differences or otherwise materially affect Crestwood’s financial condition, results of operations and cash flows include, without limitation, failure to satisfy closing conditions with respect to the merger; the risks that the Crestwood and Inergy businesses will not be integrated successfully or may take longer than anticipated; the possibility that expected synergies will not be realized, or will not be realized within the expected timeframe; fluctuations in oil, natural gas and NGL prices; the extent and success of drilling efforts, as well as the extent and quality of natural gas volumes produced within proximity of our assets; failure or delays by our customers in achieving expected production in their natural gas projects; competitive conditions in our industry and their impact on our ability to connect natural gas supplies to our gathering and processing assets or systems; actions or inactions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters and customers; our ability to consummate acquisitions, successfully integrate the acquired businesses, realize any cost savings and other synergies from any acquisition; changes in the availability and cost of capital; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; timely receipt of necessary government approvals and permits, our ability to control the costs of construction, including costs of materials, labor and right-of-way and other factors that may impact our ability to complete projects within budget and on schedule; the effects of existing and future laws and governmental regulations, including environmental and climate change requirements; the effects of existing and future litigation; and risks related to our substantial indebtedness, as well as other factors disclosed in Crestwood’s filings with the U.S. Securities and Exchange Commission. You should read our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2012, and our most recent Quarterly Reports and Current Reports for a more extensive list of factors that could affect results. Crestwood does not assume any obligation to update these forward-looking statements.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized.

CRESTWOOD MIDSTREAM PARTNERS LP

By: Crestwood Gas Services GP LLC its General Partner

Date: September 24, 2013 By: /s/ Kelly J. Jameson Kelly J. Jameson Senior Vice President and General Counsel


EXHIBIT B



HOUSTON DIVISION

In re CRESTWOOD MIDSTREAMPARTNERS UNITHOLDER LITIGATION

§§§§§§§



ALL ACTIONS.

[PROPOSED] ORDER PRELIMINARILY APPROVINGSETTLEMENT AND PROVIDING FOR NOTICE

The Settling Parties,1 having applied for an order seeking preliminary approval of a

settlement of the above-captioned action, preliminary certification of a settlement class, approval

of the form and manner of Notice to be provided to the Settlement Class (as defined herein), and

a determination of other matters in connection with the Court’s consideration of the proposed

settlement of the Actions2 (the “Settlement”), in accordance with the Stipulation of Settlement

entered into by the Settling Parties, dated December 19, 2013 (the “Stipulation”);

NOW, upon consent of the Settling Parties, after review and consideration of the

Stipulation filed with the Court and the Exhibits annexed thereto, and after due deliberation,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. Pursuant to Rule 23(b)(1) and Rule 23(b)(2) of the Federal Rules of Civil

Procedure, the Court preliminarily certifies this case (the “Action”) as a non-opt-out class action

1 Capitalized terms (other than proper nouns) that are not defined herein shall have thesame meanings set forth in the Stipulation of Settlement.

2 The “Actions” refers collectively to the four actions consolidated into the above-captioned Action: Knoll v. Phillips, et al., No. 4:13-cv-01528 (S.D. Tex.); Podell v. CrestwoodMidstream Partners LP, et al., No. 4:13-cv-01599 (S.D. Tex.); Cooper v. Crestwood MidstreamPartners LP, et al., No. 4:13-cv-01660 (S.D. Tex.); and Steven Elliot LLC v. Phillips, et al., No.4:13-cv-01763 (S.D. Tex.).


2

for purposes of settlement only, on behalf of a Settlement Class consisting of Plaintiffs and any

and all record and beneficial owners any unit(s) of Crestwood Midstream Partners LP

(“Crestwood”) who held any such unit(s) during the period beginning on and including May 5,

2013 through and including October 7, 2013, including any and all of their respective successors-

in-interest, predecessors, legal representatives, trustees, executors, administrators, heirs,

assignees, or transferees, immediate and remote, and any person or entity acting for or on behalf

of, or claiming under, any of them, and each of them, but excluding Crestwood Midstream

Partners LP, Crestwood Gas Services GP LLC, Crestwood Holdings LLC, Robert G. Phillips, J.

Hardy Murchison, Timothy H. Day, Michael G. France, Vanessa Gomez LaGatta, Joel C.

Lambert, Alvin Bledsoe, Philip D. Gettig, John W. Somerhalder II, Inergy, L.P., Inergy

Midstream, L.P., NRGM GP, LLC, and Intrepid Merger Sub, LLC (collectively, “Defendants”),

and, at all relevant times, the members of Defendants’ immediate families, Defendants’ legal

representatives, heirs, successors, and assigns.

2. Plaintiffs Abraham Knoll, Gary Podell, and Linda Giaimo (“Plaintiffs”) are

provisionally appointed as class representatives, and the law firms of The Bilek Law Firm,

L.L.P., Weisslaw LLP, Kendall Law Group, LLP, Levi & Korsinsky LLP, The McCleery Law

Firm, and Faruqi & Faruqi, LLP are provisionally appointed as counsel for the Settlement Class.

3. The Court preliminarily finds that the requirements of Rule 23(a) and Rule

23(b)(1) and Rule 23(b)(2) of the Federal Rules of Civil Procedure have been met for settlement

purposes:

a. The members of the Settlement Class are so numerous that joinder of all

members is impracticable;


3

b. There are questions of law or fact common to the Settlement Class, which

predominate over any questions affecting only individual members;

c. The claims or defenses of the class representatives are typical of the

claims or defenses of the Settlement Class, and the class representatives

will fairly and adequately protect the interest of the Settlement Class;

d. The prosecution of separate actions by individual members of the

Settlement Class would create a risk of inconsistent or varying

adjudications with respect to individual members of the Settlement Class,

which would establish incompatible standards of conduct for Defendants;

e. Adjudications with respect to individual members of the Settlement Class

would, as a practical matter, be dispositive of the interests of the other

members not parties to the individual adjudications or would substantially

impair or impede their ability to protect their interests; and

f. Defendants are alleged to have acted or refused to act on grounds that

apply generally to the Settlement Class, so that final injunctive relief or

corresponding declaratory relief is appropriate respecting the class as a

whole.

4. The Court preliminarily approves the Stipulation, including all Exhibits thereto,

and the Settlement set forth therein, and preliminarily finds that the Settlement is sufficiently

fair, reasonable, adequate, and in the best interest of the Settlement Class to warrant notice to the

Settlement Class and the scheduling of a fairness hearing, at which time the Court will hear any

objections (subject to the procedures described below) and consider whether to give final

approval to the Settlement.


4

5. A hearing (the “Settlement Hearing”) shall be held on _________________,

2014, at ___:_____ am/pm before the Honorable Vanessa D. Gilmore of the United States

District Court for the Southern District of Texas, 515 Rusk Avenue, Houston, Texas 77002,

Courtroom 9A, to:

a. Determine whether, for settlement purposes only, the Court’s preliminary

certification of the Settlement Class pursuant to Rule 23(b)(1) and Rule

23(b)(2) of the Federal Rules of Civil Procedure should be made final;

b. Determine whether Plaintiffs may be designated as class representatives

and Lead Counsel may be designated as counsel to the Settlement Class;

c. Determine whether the Court should grant final approval of the proposed

Settlement on the terms and conditions provided for in the Stipulation as

fair, reasonable, and adequate and in the best interest of the members of

the Settlement Class;

d. Determine whether judgment should be entered pursuant to the

Stipulation, inter alia, dismissing the Actions and the Released Claims as

to the Released Persons with prejudice as against Plaintiffs and the

Settlement Class, releasing the Released Claims, and barring and

enjoining prosecution of any and all Released Claims;

e. Consider Lead Counsels’ application for an award of attorneys’ fees and

expenses to be paid (if and only if awarded by the Court);

f. Hear objections, if any, made to the Settlement or any of its terms; and

g. Hear and determine other matters relating to the proposed Settlement.


5

6. The Court reserves the right to adjourn the Settlement Hearing or any part thereof,

including the consideration of the application for attorneys’ fees and expenses, without further

notice of any kind other than oral announcement at the Settlement Hearing or any adjournment

thereof.

7. The Court reserves the right to approve the Settlement at or after the Settlement

Hearing with such modifications as may be consented to by the parties to the Stipulation and

without further notice to the Settlement Class.

8. The Court approves, in form and content, the Notice of Pendency of Class Action,

Proposed Settlement of Class Action, and Settlement Hearing, substantially in the form attached

as Exhibit B to the Stipulation (the “Notice”), and finds that the mailing of the Notice, as set

forth in paragraph 9 below, will fully satisfy the requirements of Rule 23 of the Federal Rules of

Civil Procedure, due process, and applicable law, is the best notice practicable, and shall

constitute due and sufficient notice of the Settlement and Settlement Hearing and all other

matters referred to in the Notice to all persons entitled to receive such Notice. At least ten (10)

calendar days prior to the Settlement Hearing, Defendants’ counsel shall file with the Court an

appropriate affidavit or declaration with respect to the preparation and mailing of the Notice to

the Settlement Class.

9. Within fourteen (14) business days following entry of this Order, Crestwood

shall, at its expense, cause a copy of the Notice, substantially in the form attached as Exhibit B to

the Stipulation, to be mailed by United States mail, postage prepaid, to all members of the

Settlement Class who can be identified with reasonable effort, at their last known addresses

appearing in the unitholder transfer records maintained by or on behalf of Crestwood. All record

holders in the Settlement Class who were not also the beneficial owners of common units of


6

Crestwood (“Units”) are directed to forward the Notice to the beneficial owners of those Units or

to provide the notice administrator selected by Crestwood (the “Notice Administrator”) with a

list of the names and addresses of beneficial owners of such Units within ten (10) business days

after the receipt of the Notice. Crestwood, through the Notice Administrator, shall use

reasonable efforts to give notice to such beneficial owners of Units by (a) making additional

copies of the Notice available to any record holders who, prior to the Settlement Hearing, request

the same for the purpose of distribution to such beneficial owners of Units, and/or (b) mailing

copies of the Notice to beneficial owners of Units whose addresses have been provided to the

Notice Administrator by the record holders of such Units.

10. Any member of the Settlement Class who objects to the proposed Settlement may

appear at the Settlement Hearing in person or through counsel to show cause why the Settlement

should not be approved as fair, reasonable, adequate, and in the best interests of the Settlement

Class, or otherwise request to be heard concerning the Settlement. However, no person or entity

(other than the Settling Parties and their counsel) may be heard at the Settlement Hearing, and no

papers, briefs, pleadings, or other documents submitted by any person or entity shall be

considered by the Court unless, not later than ten (10) business days prior to the Settlement

Hearing, such person or entity files with the Court and serves upon each of the counsel listed

below: (a) a written notice of the intention to appear; (b) proof of membership in the Settlement

Class by way of brokerage statement, account statement, or other document evidencing

ownership of Crestwood units; (c) a detailed summary of his, or, or its objections to any matter

before the Court; (d) the grounds therefor or the reasons why he, she, or it desire to appear and

be heard; and (e) all documents and writings which he, she, or it wants the Court to consider.


7

The above-described papers must be (a) served by hand delivery or overnight mail on the

following counsel of record no later than ten (10) business days prior to the Settlement Hearing:

THE BILEK LAW FIRM, L.L.P.Thomas E. Bilek700 Louisiana Street, Suite 3950Houston, Texas 77002

AKIN GUMP STRAUSS HAUER & FELD LLPBrian F. Antweil1111 Louisiana Street, 44th FloorHouston, Texas 77002

LEVI & KORSINSKY LLPShane T. Rowley30 Broad Street, 24th FloorNew York, New York 10004

SIMPSON THACHER & BARTLETT LLPPaul C. Gluckow425 Lexington AvenueNew York, New York 10017

KENDALL LAW GROUP, LLPJoe Kendall3232 McKinney, Suite 700Dallas, Texas 75204

MORRIS, NICHOLS, ARSHT & TUNNEL LLPDavid J. Teklits1201 North Market Street, 16th FloorWilmington, Delaware 19801

WEISSLAW LLPRichard A. Acocelli1500 Broadway, 16th FloorNew York, NY 10036

VINSON & ELKINS L.L.P.Michael C. Holmes1001 Fannin Street, Suite 2500Houston, Texas 77002

THE MCCLEERY LAW FIRMStephen E. McCleery5020 Montrose, 6th FloorHouston, Texas 77006

FARUQI & FARUQI, LLPJuan E. Monteverde369 Lexington Avenue, 10th FloorNew York, New York 10017

and (b) filed with the Court in this Action no later than ten (10) business days prior to the

Settlement Hearing. Any member of the Settlement Class who fails to make his, her, or its

objection(s) in the manner provided herein shall be deemed to have waived such objection(s)

(including any right of appeal) and shall be forever barred from making any such objection(s),

including, without limitation, any objection to the fairness or adequacy of the proposed

Settlement, unless otherwise ordered by the Court.


8

11. All proceedings in this Action, other than such proceedings as may be necessary

to carry out the terms and conditions of the Settlement, are hereby stayed and suspended until

further order of this Court. All members of the Settlement Class are preliminarily enjoined from

commencing, prosecuting, instigating, or in any way participating in the commencement or

prosecution of any action or claim for relief asserting or relating to any of the Released Claims.

12. If the Settlement, including any amendment made in accordance with the

Stipulation, is not approved by the Court or the Effective Date of the Settlement fails to occur for

any reason whatsoever, the Stipulation (including any modification thereof), the Settlement Class

certification herein, and any actions taken or to be taken in connection therewith (including this

Preliminary Order and any judgment entered herein) shall be terminated and shall become null

and void and of no further force and effect except for Crestwood’s obligation to pay for expenses

incurred in connection with the Notice and administration thereof provided for by this

Preliminary Order, and neither the MOU, the Stipulation, nor any provision contained therein,

nor any action undertaken pursuant thereto, nor the negotiation thereof by any party, shall be

deemed an admission or offered or received as evidence at any proceeding in this or any other

action or proceeding.

13. In any event, none of the MOU, the Stipulation, nor any provisions contained

therein, nor any negotiations, statements, or proceedings in connection therewith, shall be

construed as, or deemed to be evidence of, an admission or concession on the part of any of the

Settling Parties, members of the Settlement Class, or any other person or entity of any liability or

absence of liability as to any claim alleged or asserted in the Actions or otherwise, and shall not

be offered or received in evidence in any action or proceeding (except in an action or proceeding

to enforce the terms and conditions of the Stipulation), or be used in any way as an admission,


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concession, or evidence of the existence or absence of any liability or wrongdoing of any nature,

and shall not be construed as, or deemed to be evidence of, an admission or concession that

Plaintiffs, Lead Counsel, or the members of the Settlement Class, or any present or former

unitholder of Crestwood, or any other person or entity, has or has not suffered any damage.

14. If the Settlement provided for in the Stipulation shall be approved by the Court

following the Settlement Hearing, an Order and Final Judgment shall be entered in the form

attached as Exhibit C to the Stipulation.

15. The Court retains exclusive jurisdiction over this Action to consider all further

matters arising out of or connected with the proposed Settlement.

SO ORDERED this _______ day of ______________________, 2014.

____________________________________The Honorable Vanessa D. GilmoreUnited States District Judge


EXHIBIT C



HOUSTON DIVISION


§§§§§§§



ALL ACTIONS.

NOTICE OF PENDENCY OF CLASS ACTION, PROPOSEDSETTLEMENT OF CLASS ACTION, AND SETTLEMENT HEARING

TO: ALL RECORD AND BENEFICIAL OWNERS OF ANY UNIT(S) OF CRESTWOODMIDSTREAM PARTNERS LP (“CRESTWOOD”) AT ANY TIME DURING THEPERIOD BEGINNING ON AND INCLUDING MAY 5, 2013 THROUGH ANDINCLUDING OCTOBER 7, 2013, INCLUDING ANY AND ALL OF THEIRRESPECTIVE SUCCESSORS-IN-INTEREST, PREDECESSORS, LEGALREPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, HEIRS,ASSIGNEES, OR TRANSFEREES, IMMEDIATE AND REMOTE, AND ANYPERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER,ANY OF THEM, AND EACH OF THEM, BUT EXCLUDING DEFENDANTS (ASDEFINED BELOW), THE OFFICERS AND DIRECTORS OF CRESTWOOD, AND,AT ALL RELEVANT TIMES, THE MEMBERS OF THEIR IMMEDIATE FAMILIES,THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS, AND ASSIGNS.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICERELATES TO A PROPOSED SETTLEMENT OF A LAWSUIT AND CONTAINSIMPORTANT INFORMATION. YOUR RIGHTS WILL BE AFFECTED BY THE LEGALPROCEEDINGS IN THIS LITIGATION.

IF YOU ARE A NOMINEE WHO HELD CRESTWOOD UNITS FOR THE BENEFIT OFANOTHER, READ SECTION X BELOW ENTITLED “PERSONS OR ENTITIES HOLDINGRECORD OWNERSHIP ON BEHALF OF OTHERS.”


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I. PURPOSE OF THIS NOTICE

The purpose of this Notice is to inform you of the proposed settlement of the above-captioned class action litigation (the “Settlement”) pending in the United States District Court forthe Southern District of Texas (the “Court”). This Notice also informs you of the Court’spreliminary certification of a Settlement Class (as defined below) for purposes of the Settlementand of your right to participate in a hearing to be held on __________, 2014, at ___:_____ __.m.in Courtroom 9A of the United States Courthouse, 515 Rusk Street, Houston, Texas 77002 (the“Settlement Hearing”) to determine the matters enumerated in Section VII below.

The Court has provisionally certified a non-opt-out class action for purposes of thesettlement only under Rule 23(b)(1) and Rule 23(b)(2) of the Federal Rules of Civil Procedureon behalf of a class consisting of all record and beneficial owners of any unit(s) of CrestwoodMidstream Partners LP (“Crestwood” or the “Company”) at any time during the periodbeginning on and including May 5, 2013, through and including October 7, 2013, including anyand all of their respective successors-in-interest, predecessors, legal representatives, trustees,executors, administrators, heirs, assignees, or transferees, immediate and remote, and any personor entity acting for or on behalf of, or claiming under, any of them, and each of them, butexcluding Defendants Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC,Crestwood Holdings LLC, Robert G. Phillips, J. Hardy Murchison, Timothy H. Day, Michael G.France, Vanessa Gomez LaGatta, Joel C. Lambert, Alvin Bledsoe, Philip D. Gettig, John W.Somerhalder II, Inergy, L.P., Inergy Midstream, L.P., NRGM GP, LLC, and Intrepid MergerSub, LLC (“Defendants”), the officers and directors of Crestwood, and, at all relevant times, themembers of their immediate families, their legal representatives, heirs, successors, and assigns,and any entity in which Defendants have or had a majority interest (the “Settlement Class”). Atthe Settlement Hearing, the Court will consider, among other things, whether the SettlementClass should be finally certified pursuant to Rule 23(b)(1) and Rule (b)(2) of the Federal Rules ofCivil Procedure.

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THECOURT AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANYOPINION OF THE COURT AS TO THE MERITS OF ANY CLAIMS OR DEFENSESBY ANY OF THE PARTIES. IT IS BASED ON STATEMENTS OF THE PARTIES ANDIS SENT FOR THE SOLE PURPOSE OF INFORMING YOU OF THE EXISTENCE OFTHE LAWSUIT AND OF THE FINAL SETTLEMENT HEARING ON A PROPOSEDSETTLEMENT SO THAT YOU MAY MAKE APPROPRIATE DECISIONS AS TOSTEPS YOU MAY, OR MAY NOT, WISH TO TAKE IN RELATION TO THELAWSUIT.

II. BACKGROUND OF THE LAWSUIT

On May 5, 2013, Crestwood, Crestwood Holdings LLC, and Crestwood Gas Services GPLLC entered into a merger agreement (the “Merger Agreement”) with Inergy Midstream, L.P.(“Inergy”), Inergy, L.P., NRGM GP, LLC, and Intrepid Merger Sub, LLC, pursuant to which,among other things, Inergy would acquire Crestwood and Crestwood unitholders would receive1.07 units of Inergy and $1.03 for each common unit of Crestwood they owned (the “Merger”),


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subject to a vote in favor of the Merger Agreement by the holders of a majority of units ofCrestwood entitled to vote to approve the Merger Agreement.

Between May 21, 2013 and June 27, 2013, six separate putative class action lawsuitswere filed against Defendants by Abraham Knoll, Gary Podell, Johnny Cooper, Linda Giaimo,Steven Elliot LLC, and Greg A. Hawley: Knoll v. Phillips, et al., No. 4:13-cv-01528 (S.D. Tex.)(the “Knoll Action”); Podell v. Crestwood Midstream Partners LP, et al., No. 4:13-cv-01599(S.D. Tex.) (the “Podell Action”); Cooper v. Crestwood Midstream Partners LP, et al., No. 4:13-cv-01660 (S.D. Tex.) (the “Cooper Action”); Steven Elliot LLC v. Phillips, et al., No. 4:13-cv-01763 ( S.D. Tex.) (the “Elliot Action”); Cooper v. Crestwood Midstream Partners, L.P., et al.,No. 1316-CV12723 (Mo. Cir. Ct. Jackson Cnty.) (the “Cooper Missouri Action”); and Hawley v.Crestwood Midstream Partners LP, et al., No. 8689-VCL (Del. Ch.) (the “Hawley Action”).These lawsuits alleged claims of breaches of fiduciary duties in connection with the Merger.

On May 30, 2013, Inergy filed a preliminary proxy statement/prospectus in a Form S-4(the “Preliminary Proxy”) relating to the Merger with the United States Securities and ExchangeCommission (“SEC”).

On June 17, 2013, the Circuit Court of Jackson County, Missouri granted the requestfiled by the plaintiff in the Cooper Missouri Action on June 10, 2013 to dismiss the CooperMissouri Action without prejudice.

On July 1, 2013, the plaintiffs in the Knoll and Cooper Actions filed amended complaintscontaining allegations that Defendants had filed a materially misleading proxy statement inviolation of Section 14(a) of the Securities Exchange Act and Rule 14a-9 promulgatedthereunder. The amended complaint in the Cooper Action also named Linda Giaimo as the newplaintiff.

On July 21, 2013, the plaintiffs in the Knoll, Podell, Cooper, and Elliot Actions filed anunopposed motion to consolidate their four actions in the Southern District of Texas.

On July 24, 2013, the Court entered an Order Granting Plaintiffs’ Unopposed Motion toConsolidate, thereby consolidating the earlier-filed Knoll, Podell, Cooper, and Elliot Actions as aconsolidated class action captioned In re Crestwood Midstream Partners Unitholder Litigation,Case No. 4:13-cv-01528 (S.D. Tex.) (VDG) (the “Actions”).

On July 31, 2013, the plaintiff in the Elliot Action filed a motion seeking expediteddiscovery.

On August 2, 2013, the plaintiff in the Podell Action filed an amended complaintcontaining allegations that Defendants had filed a materially misleading proxy statement inviolation of Section 14(a) of the Securities Exchange Act and Rule 14a-9 promulgatedthereunder.


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On August 5, 2013, the Delaware Court of Chancery granted the request for voluntarydismissal without prejudice of the Hawley Action submitted by the plaintiff in the HawleyAction on August 2, 2013.

On August 7, 2013, the plaintiffs in the Knoll, Podell, and Cooper Actions filed a motionseeking expedited discovery.

On August 16, 2013, the plaintiffs in the Knoll, Podell, and Cooper Actions (“LeadPlaintiffs”) filed a Motion for Appointment of Lead Plaintiffs, Lead Counsel, and LiaisonCounsel. Thereafter, on August 20, 2013, counsel for plaintiffs in the Knoll, Podell, and CooperActions (“Lead Counsel”) filed a Notice of No Opposition to the Knoll Group’s Motion forAppointment of Lead Plaintiffs, Lead Counsel, and Liaison Counsel.

On August 27, 2013, Crestwood agreed to provide Lead Plaintiffs with certain non-publiccore documents relating to Lead Plaintiffs’ claims (the “Discovery Material”), including minutesof meetings of the Board of Directors of Crestwood Gas Services GP LLC (the “CrestwoodBoard”), minutes of meetings of the Conflicts Committee of the Board of Directors of CrestwoodGas Services GP LLC (the “Crestwood Conflicts Committee”), copies of engagement lettersbetween the Crestwood Conflicts Committee and Evercore Group L.L.C. (“Evercore”) (theCrestwood Conflicts Committee’s financial advisor), copies of engagement letters betweenCrestwood and Citigroup Global Markets Inc., correspondence with the SEC related to theMerger, a copy of Crestwood’s Schedule 13e-3 filed with the SEC, and presentations to theCrestwood Conflicts Committee or Crestwood Board by Evercore.

On August 27, 2013, the plaintiffs in the Knoll, Podell, and Cooper Actions withdrewtheir August 7th motion seeking expedited discovery.

On September 5, 2013, Crestwood filed a definitive Schedule 14A (the “DefinitiveProxy”) relating to the Merger with the SEC, and Inergy filed a definitive prospectus with theSEC pursuant to Rule 424(b)(3) of the Securities Act of 1933.

On September 6, 2013, the Court denied the July 31 motion seeking expedited discoveryfiled by the plaintiff in the Elliot Action.

On September 24, 2013, after consideration of the Discovery Material produced byCrestwood, as described above, and extensive arm’s-length negotiations, Plaintiffs andDefendants reached an agreement-in-principle concerning resolution of the Actions and executeda Memorandum of Understanding (the “MOU”), proposing to settle the Actions, subject tocertain additional discovery and approval by this Court, based on Defendants’ agreement toprovide certain Additional Disclosures, as defined in the MOU.

On September 24, 2013, Crestwood filed a Form 8-K containing the AdditionalDisclosures with the SEC, and on September 24, 2013, Inergy filed a Form 8-K containing theAdditional Disclosures with the SEC.


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On October 4, 2013, the Crestwood unitholders voted to approve the Merger, and theMerger subsequently closed on October 7, 2013.

Between September 24, 2013 and November 23, 2013, the parties completed the agreed-upon additional discovery with respect to the claims asserted in the Actions regarding thedisclosures in the Preliminary Proxy and the Definitive Proxy. That additional discoveryincluded, in addition to the Discovery Material previously produced by Crestwood, thedeposition on November 11, 2013 of Phillip D. Gettig, Chairman of the Conflicts Committee ofthe Board of Directors of Crestwood, and the deposition on November 12, 2013 of Robert A.Pacha, Senior Managing Director of Evercore.

III. REASONS FOR THE SETTLEMENT

Plaintiffs Abraham Knoll, Greg Podell, and Linda Giaimo (“Plaintiffs”), through theircounsel (“Lead Counsel”), have undertaken and completed an investigation of the claims andallegations asserted in the Actions, including reviewing both internal documents provided byCrestwood as well as public documents relating to Crestwood and the Merger, and deposingMessrs. Gettig and Pacha, as described above. Based upon their investigation, Plaintiffs andtheir counsel believe the Settlement is fair, reasonable, adequate, and in the best interest of theSettlement Class.

In evaluating the Settlement, Plaintiffs and Lead Counsel have considered: (a) thesubstantial benefits to the members of the Settlement Class from the Settlement, including thedisclosure of additional information to Crestwood unitholders concerning the Merger; (b) theexpense and length of continued proceedings necessary to prosecute the Actions againstDefendants through trial and through appeals; (c) the uncertain outcome and the risk of anylitigation, especially in complex cases such as the Actions; (d) the difficulties and delays inherentin such litigation; (e) the inherent problems of proof and possible defenses to the claims assertedin the Actions; and (f) the conclusion of Lead Counsel that the terms and conditions of theSettlement are fair, reasonable, adequate, and in the best interest of the Settlement Class.

Defendants have denied vigorously, and continue to deny vigorously, any wrongdoing orliability with respect to all claims asserted in the Actions, including allegations that they havecommitted any violations of law, that they have acted improperly in any way, that they have anyliability or owe any damages of any kind to Plaintiffs and/or the Settlement Class, and that anyadditional disclosures were required under any applicable rule, regulation, statute, or law.Instead, Defendants have stated that they executed the Stipulation of Settlement entered into bythe Settling Parties, dated December 19, 2013 (the “Stipulation”) and agreed to the Settlementsolely because they consider it desirable to: (a) eliminate the burden, inconvenience, expense,risk, and distraction of further litigation; and (b) put to rest all the claims which were or couldhave been asserted against Defendants in the Actions.

IV. SETTLEMENT TERMS

The Additional Disclosures were agreed to and provided in consideration of the full andfinal settlement and dismissal with prejudice of the Actions and the release of any and all


6

Released Claims (as defined below), and no Released Persons (as defined below) shall have anyobligation to pay or bear any additional amounts, expenses, costs, damages, or fees to or for thebenefit of Plaintiffs or any Settlement Class members in connection with the Settlement,including, but not limited to, attorneys’ fees and expenses for any counsel to any SettlementClass member, or any costs of notice or settlement administration or otherwise; provided,however, that (i) all costs in providing this Notice to the Settlement Class members shall be paidby, or caused to be paid by, Crestwood (or its successor(s) and/or its insurer(s)); and (b)Crestwood (or its successor(s) and/or its insurer(s)) shall be obligated to pay attorneys’ fees andexpenses to Lead Counsel upon an award, if any, of attorneys’ fees and expenses by the Court.If the Court approves the Settlement, then, as of the Effective Date (as defined herein), thesettlement of the Actions will release and discharge all Released Claims against all ReleasedPersons and the Settlement will bind all members of the Settlement Class because the SettlementClass is a non-opt-out class.

V. THE SETTLEMENT HEARING

The Court has scheduled a Settlement Hearing to be held on __________, 2014, at___:_____ __.m. in Courtroom 9A of the United States Courthouse, 515 Rusk Street, Houston,Texas 77002 (the “Settlement Hearing”) to:

(a) determine whether, for settlement purposes only, the Court’s preliminary certification of thenon-opt-out Settlement Class pursuant to Rule 23(b)(1) and Rule 23(b)(2) of the Federal Rules ofCivil Procedure should be made final; (b) determine whether Plaintiffs may be designated asclass representatives and Lead Counsel may be designated as counsel to the Settlement Class; (c)determine whether the Court should grant final approval of the proposed Settlement on the termsand conditions provided for in the Stipulation as fair, reasonable, and adequate and in the bestinterest of the members of the Settlement Class; (d) determine whether judgment should beentered pursuant to the Stipulation, inter alia, dismissing the Actions and the Released Claims asto the Released Persons with prejudice as against Plaintiffs and the Settlement Class, releasingthe Released Claims, and barring and enjoining prosecution of any and all Released Claims; (e)consider the application of Lead Counsel for an award of attorneys’ fees and expenses to be paid(if and only if awarded by the Court) by Crestwood (or its successor(s) and/or insurer(s)); (f)hear objections, if any, made to the Settlement or any of its terms; and (g) hear and determineother matters relating to the proposed Settlement.

VI. RIGHT TO APPEAR AT SETTLEMENT HEARING

Any member of the Settlement Class who objects to the Stipulation, the Settlement, theclass action determination, the Judgment to be entered therein, and/or the application forattorneys’ fees and expenses, or who otherwise wishes to be heard, may appear in person, orthrough counsel, at the Settlement Hearing and present any evidence or argument that may beproper and relevant. To do so, you must, no later than ten (10) business days prior to theSettlement Hearing (unless the Court otherwise directs for good cause shown), serve thefollowing documents on each of the attorneys listed below: (a) a written notice of the intention toappear; (b) proof of membership in the Settlement Class by way of brokerage statement, accountstatement, or other document evidencing ownership of Crestwood units;; (c) a detailed summary


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of your objections to any matter before the Court; (d) the grounds therefore or the reasons whyyou desire to appear and to be heard; and (e) all documents and writing which you want theCourt to consider. These papers must be served by hand deliver or overnight mail on thefollowing counsel of record no later than ten (10) business days prior to the Settlement Hearing:


AKIN GUMP STRAUSS HAUER & FELD LLPBrian F. Antweil1111 Louisiana Street, 44th FloorHouston, Texas 77002


SIMPSON THACHER & BARTLETT LLPPaul C. Gluckow425 Lexington AvenueNew York, New York 10017


MORRIS, NICHOLS, ARSHT & TUNNEL LLPDavid J. Teklits1201 North Market Street, 16th FloorWilmington, Delaware 19801


VINSON & ELKINS L.L.P.Michael C. Holmes1001 Fannin Street, Suite 2500Houston, Texas 77002



You must also contemporaneously file a copy of the above-described papers in this case no laterthan ten (10) business days prior to the Settlement Hearing with the Clerk of Court for the UnitedStates District Court for the Southern District of Texas, Houston Division, 515 Rusk Street,Houston, Texas 77002. Even if you do not appear at the Settlement Hearing, the Court willconsider your written submission if it is served and filed in accordance with the foregoingprocedures. Any person who fails to object in the manner prescribed above shall be deemed tohave waived such objection and shall forever be barred from raising such objection in theActions or any other action or proceeding. Whether or not any person objects to the Settlement,if the Court approves the Settlement, the Settlement will bind all members of the SettlementClass, because the Settlement Class is a non-opt-out class.


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VII. THE ORDER AND FINAL JUDGMENT OF THE COURT

If the Settlement is approved by the Court, the parties will promptly request the Court toenter a Judgment, which will, among other things:

(a) approve the Settlement as fair, reasonable, adequate, and in the best interest of theSettlement Class and direct consummation of the Settlement in accordance withits terms and conditions;

(b) make final the Court’s previous determination to provisionally certify theSettlement Class as a non-opt-out class pursuant to Rule 23(b)(1) and Rule23((b)(2) of the Federal Rules of Civil Procedure for purposes of the Settlement;

(c) determine that the requirements of the rules of the Court and due process havebeen satisfied in connection with this Notice;

(d) dismiss the Actions and the Released Claims with prejudice on the merits andgrant the releases more fully described below in accordance with the terms andconditions of the Stipulation;

(e) permanently bar and enjoin Plaintiffs and all Settlement Class members frominstituting, commencing, or prosecuting, either directly or indirectly or in anyother capacity, any of the Released Claims against any of the Released Persons;and

(f) award attorneys’ fees and expenses, if any, to Lead Counsel.

VIII. RELEASES

The Stipulation provides that, upon the Court’s approval of the Settlement and on thedate the Judgment becomes final and non-appealable (the “Effective Date”):

(a) Plaintiffs and each of the Settlement Class members shall be deemed to have, andby operation of the Judgment shall have fully, finally, and forever released, remised,relinquished, and discharged all Defendants (including all current directors and officers ofCrestwood and Inergy, whether named as defendants or not) and any of their present or formerparents, affiliates, subsidiaries, and their respective directors, officers, general partners, limitedpartners, partnerships, managing directors, employees, agents, attorneys, advisors, insurers,accountants, auditors, trustees, financial advisors, lenders, investment bankers, associates,representatives, heirs, executors, personal representatives, estates, administrators, successors, andassigns (all, collectively, the “Released Persons”) from any and all known and unknown claimsfor damages, injunctive relief, or any other remedy or relief that has been, could have been, or inthe future could or might be asserted by any member of the Settlement Class in any forum,including class, derivative, individual, quasi-appraisal, or other claims, whether state, federal,foreign, common law, statutory, or regulatory, including without limitation claims under thefederal securities laws, arising out of, relating to, or concerning: (i) the allegations contained inthe Actions; (ii) the Merger, the Merger Agreement, any amendments thereto and other


9

transactions contemplated therein, the process leading to execution of the Merger Agreement,financial and other advisory services given in connection with the Merger Agreement,disclosures relating to the Merger or Merger Agreement, and any compensation or otherpayments made to any of the Defendants in connection with the Merger; (iii) the PreliminaryProxy, the Definitive Proxy, and any other related filings with the SEC and any amendmentsthereto, or any other disclosures relating to the matters and agreements referenced in clause (ii)above; (iv) the negotiations leading up to the matters and agreements referenced in clause (ii)above; and (v) any matter that could have been asserted in the Actions regarding the matters andagreements referenced in clause (ii) above or any disclosure or alleged failure to disclosematerial facts to unitholders in connection with the Merger or Merger Agreement, by or onbehalf of any person, or any alleged aiding and abetting of any of the foregoing (all, collectively,the “Released Claims”); provided, however, that the Released Claims shall not include the rightof any Settlement Class member or any of the Defendants to enforce the terms of the Settlement.For the avoidance of doubt, “Released Persons” includes without limitation Evercore GroupL.L.C. and Citigroup Global Markets Inc.

(b) Plaintiffs and each of the Settlement Class members shall be deemed to have, andby operation of the Judgment shall have fully, finally, and forever released, remised,relinquished, and discharged the Released Claims, including any and all claims, demands, rights,actions, or causes of action of every nature and description whatsoever, rights, liabilities,damages, losses, obligations, judgments, suits, matters, and issues of any kind or naturewhatsoever, that Plaintiffs or any member of the Settlement Class do not know or suspect exist intheir or its favor at the time of the release of the Released Claims as against the ReleasedPersons, including without limitation those which, if known, might have affected the decision toenter into the Settlement (the “Unknown Claims”). Plaintiffs acknowledge, and the members ofthe Settlement Class by operation of law shall be deemed to have acknowledged, that they maydiscover facts in addition to or different from those now known or believed to be true withrespect to the Released Claims, but that it is the intention of Plaintiffs, and by operation of lawthe members of the Settlement Class, to completely, fully, finally, and forever extinguish any andall Released Claims, known or unknown, suspected or unsuspected, which now exist, orheretofore existed, or may hereafter exist, and without regard to the subsequent discovery ofadditional or different facts. With respect to any and all of the Released Claims, the SettlingParties stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly and eachmember of the Settlement Class shall be deemed to have, and by operation of the Judgment bythe Court shall have, expressly waived, relinquished, and released any and all provisions, rights,and benefits conferred by or under Cal. Civ. Code § 1542 or any law of the United States or anystate of the United States or territory of the United States, or principle of common law, which issimilar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT EXIST IN HIS OR HERFAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HISOR HER SETTLEMENT WITH THE DEBTOR.


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Plaintiffs acknowledge, and the members of the Settlement Class by operation of lawshall be deemed to have acknowledged, that “Unknown Claims” are expressly included in thedefinition of “Released Claims” and that such inclusion was separately bargained for and was amaterial element of the Settlement and was relied upon by each and all of the Defendants inentering into the Stipulation.

(c) Defendants and the Released Persons shall have fully, finally, and foreverreleased, relinquished, and discharged Plaintiffs, members of the Settlement Class, and LeadCounsel from all claims arising out of the institution, prosecution, settlement, or resolution of theActions; provided, however, that Defendants and the Released Persons shall retain the right toenforce the terms of the Stipulation or the Settlement.

IX. APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES

To date, Lead Counsel have not received any payment for their services in prosecutingthe Actions, nor have counsel been paid for their expenses. The fee requested by Lead Counselwould compensate counsel for their efforts in achieving the benefits described herein, for theirrisk in undertaking this representation on a contingent basis, and would provide payment for theexpenses incurred in connection with the prosecution of the Actions. Crestwood acknowledgesthat, as a direct result of the filing and prosecution of the Actions and in consideration of theresolution of the Actions, Crestwood made the Additional Disclosures contained in the Form 8-Kfiled with the SEC on September 24, 2013.

Crestwood and Lead Counsel have negotiated the amount of attorneys’ fees and expensesthat, subject to approval by the Court, would be paid to Lead Counsel. As a result of thosenegotiations, Crestwood and Plaintiffs have agreed that, at or before the Settlement Hearing,Lead Counsel will apply to the Court for an award of attorneys’ fees and expenses (includingcosts and disbursements) in a total amount not to exceed $595,000, and Defendants have agreednot to oppose any such application that does not exceed that amount. Crestwood (or itssuccessor(s) and/or its insurer(s)), on behalf of Defendants, has agreed to pay, or cause to bepaid, the amount ordered by the Court, not to exceed $595,000. Except for the amount orderedby the Court, and for costs incurred in providing this Notice to the Settlement Class, there shallbe no obligation on the part of any Defendant, or any person or entity, to pay any amounts, fees,costs, or expenses, including attorneys’ fees, to Lead Counsel, to Plaintiffs, or to any member ofthe Settlement Class.

Lead Counsel shall be responsible for allocating any award of attorneys’ fees or expensesamongst Lead Counsel in a manner that they, in good faith, believe reflects the contributions ofsuch counsel to the prosecution and settlement of the Actions.

X. PERSONS OR ENTITIES HOLDING OWNERSHIP ON BEHALF OF OTHERS

Brokerage firms, banks, and other persons or entities who are members of the SettlementClass in their capacities as record holders, but not as beneficial holders, must, within ten (10)business days of receipt of this Notice, either (a) forward the Notice to such beneficial holders;or (b) send a list of the names and addresses of beneficial owners to the Notice Administrator


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addressed as set forth immediately below this paragraph. If additional copies of this Notice areneeded for forwarding to such beneficial owner, any requests for such copies may be made to:

IN RE CRESTWOOD MIDSTREAM PARTNERS UNITHOLDER LITIGATIONNOTICE ADMINISTRATORc/o A.B. DATA, LTD.PO BOX 170500MILWAUKEE, WI [email protected]

XI. SCOPE OF THIS NOTICE

This Notice is not all-inclusive. The references in this Notice to the pleadings in theAction, the Stipulation, and other papers and proceedings are only summaries and do not purportto be comprehensive. Accordingly, members of the Settlement Class are referred to thedocuments filed with the Court in the Actions. You or your attorney may examine the Court’sfiles during regular business hours of each business day at the United States Courthouse, UnitedStates District Court for the Southern District of Texas, Houston Division, 515 Rusk Street,Houston, Texas 77002.

PLEASE DO NOT CALL OR WRITE THE COURT. Inquiries or comments about theSettlement may be directed to the attention of Lead Counsel as follows:










EXHIBIT D



HOUSTON DIVISION


§§§§§§§



ALL ACTIONS.

ORDER AND FINAL JUDGMENT

On ___________________, 2014, a hearing having been held before this Court to

determine whether the terms and conditions of the Stipulation of Settlement, dated December 19,

2013 (the “Stipulation”), which is incorporated herein by reference, and the terms and conditions

of the settlement proposed in the Stipulation (the “Settlement”) are fair, reasonable, and adequate

for the settlement and release of claims as set forth in the Stipulation; and whether an Order and

Final Judgment (“Judgment”) should be entered in this case (the “Actions”1); and the Court

having considered all matters submitted to it at the hearing and otherwise;

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED

THAT:

1. This Judgment incorporates by reference the definitions in the Stipulation. All

capitalized terms other than proper nouns that are not defined herein shall have the meanings set

forth in the Stipulation.

1 The “Actions” refers collectively to the four actions consolidated into the above-captioned consolidated action: Knoll v. Phillips, et al., No. 4:13-cv-01528 (S.D. Tex.); Podell v.Crestwood Midstream Partners LP, et al., No. 4:13-cv-01599 (S.D. Tex.); Cooper v. CrestwoodMidstream Partners LP, et al., No. 4:13-cv-01660 (S.D. Tex.); and Steven Elliot LLC v. Phillips,et al., No. 4:13-cv-01763 (S.D. Tex).


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2. The mailing of the Notice of Pendency of Class Action, Proposed Settlement of

Class Action, and Settlement Hearing (the “Notice”) pursuant to and in the manner prescribed in

the Order Preliminarily Approving Settlement and Providing for Notice entered on ________,

2013 (the “Preliminary Order”), which was mailed by United States mail, postage prepaid,

beginning on __________, 2014, is hereby determined to be the best notice practicable under the

circumstances and in full compliance with Rule 23 of the Federal Rules of Civil Procedure, the

requirements of due process, and applicable law. It is further determined that all members of the

Settlement Class are bound by the Judgment herein.

3. The Court finds that the Actions are a proper non-opt-out class action pursuant to

Rule 23(b)(1) and (b)(2) of the Federal Rules of Civil Procedure and hereby certifies, for

purposes of the Settlement only, the Settlement Class consisting of:

All record and beneficial owners of any unit(s) of Crestwood Midstream PartnersLP (“Crestwood”) at any time during the period beginning on and including May5, 2013, through and including October 7, 2013, including any and all of theirrespective successors-in-interest, predecessors, legal representatives, trustees,executors, administrators, heirs, assignees, or transferees, immediate and remote,and any person or entity acting for or on behalf of, or claiming under, any ofthem, and each of them, but excluding Defendants Crestwood Midstream PartnersLP, Crestwood Gas Services GP LLC, Crestwood Holdings LLC, Robert G.Phillips, J. Hardy Murchison, Timothy H. Day, Michael G. France, VanessaGomez LaGatta, Joel C. Lambert, Alvin Bledsoe, Philip D. Gettig, John W.Somerhalder II, Inergy, L.P., Inergy Midstream, L.P. (“Inergy”), NRGM GP,LLC, and Intrepid Merger Sub, LLC (“Defendants”), the officers and directors ofCrestwood, and, at all relevant times, the members of their immediate families,their legal representatives, heirs, successors, and assigns.

4. Plaintiffs Abraham Knoll, Gary Podell, and Linda Giaimo (“Plaintiffs”) are

appointed as the class representatives, and the Bilek Law Firm, L.L.P., Levi & Korsinsky, LLP, ,

Kendall Law Group, LLP, WeissLaw LLP, the McCleery Law Firm, and Faruqi & Faruqi, LLP

(“Lead Counsel”) are appointed as counsel for the Settlement Class.


3

5. The Court finds, for the purposes of the Settlement only, that each of the

requirements of Rule 23(b)(1) and (b)(2) of the Federal Rules of Civil Procedure have been

satisfied for the reasons set forth below:

a. The members of the Settlement Class are so numerous that joinder of all

members is impracticable;

b. There are questions of law or fact common to the Settlement Class, which

predominate over any questions affecting only individual members;

c. The claims or defenses of the class representatives are typical of the

claims or defenses of the Settlement Class, and the class representatives

will fairly and adequately protect the interest of the Settlement Class;

d. The prosecution of separate actions by individual members of the

Settlement Class would create a risk of inconsistent or varying

adjudications with respect to individual members of the Settlement Class,

which would establish incompatible standards of conduct for Defendants;

e. Adjudications with respect to individual members of the Settlement Class

would, as a practical matter, be dispositive of the interests of the other

members not parties to the individual adjudications or would substantially

impair or impede their ability to protect their interests; and

f. Defendants are alleged to have acted or refused to act on grounds that

apply generally to the Settlement Class, so that final injunctive relief or

corresponding declaratory relief is appropriate respecting the class as a

whole.


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6. The Settlement of the Actions as provided for in the Stipulation is approved as

fair, reasonable, adequate, and in the best interests of Plaintiffs and the Settlement Class.

7. The parties to the Stipulation are hereby authorized and directed to consummate

the Settlement in accordance with the terms and provisions of the Stipulation, and the Clerk of

the Court is directed to enter and docket this Judgment.

8. The Actions and the Released Claims (as defined below) are hereby dismissed on

the merits and with prejudice, and without costs.

9. As of the Effective Date, Plaintiffs and each of the Settlement Class members


released, remised, relinquished, and discharged all Defendants (including all current directors

and officers of Crestwood and Inergy, whether named as defendants or not) and any of their

present or former parents, affiliates, subsidiaries, and their respective directors, officers, general

partners, limited partners, partnerships, managing directors, employees, agents, attorneys,

advisors, insurers, accountants, auditors, trustees, financial advisors, lenders, investment bankers,

associates, representatives, heirs, executors, personal representatives, estates, administrators,

successors, and assigns (all, collectively, the “Released Persons”) from any and all known and

unknown claims for damages, injunctive relief, or any other remedy or relief that has been, could

have been, or in the future could or might be asserted by any member of the Settlement Class in

any forum, including class, derivative, individual, quasi-appraisal, or other claims, whether state,

federal, foreign, common law, statutory, or regulatory, including without limitation claims under

the federal securities laws, arising out of, relating to, or concerning: (i) the allegations contained

in the Actions; (ii) the Merger, the Merger Agreement, any amendments thereto and other

transactions contemplated therein, the process leading to execution of the Merger Agreement,


5

financial and other advisory services given in connection with the Merger Agreement,

disclosures relating to the Merger or Merger Agreement, and any compensation or other

payments made to any of the Defendants in connection with the Merger; (iii) the Preliminary

Proxy, the Definitive Proxy, and any other related filings with the SEC and any amendments

thereto, or any other disclosures relating to the matters and agreements referenced in clause (ii)

above; (iv) the negotiations leading up to the matters and agreements referenced in clause (ii)

above; and (v) any matter that could have been asserted in the Actions regarding the matters and

agreements referenced in clause (ii) above or any disclosure or alleged failure to disclose

material facts to unitholders in connection with the Merger or Merger Agreement, by or on

behalf of any person, or any alleged aiding and abetting of any of the foregoing (all, collectively,

the “Released Claims”); provided, however, that the Released Claims shall not include the right

of any Settlement Class member or any of the Defendants to enforce the terms of the Settlement.

For the avoidance of doubt, “Released Persons” includes without limitation Evercore Group

L.L.C. and Citigroup Global Markets Inc.

10. As of the Effective Date, Plaintiffs and each of the Settlement Class members


released, remised, relinquished, and discharged the Released Claims, including any and all

claims, demands, rights, actions, or causes of action of every nature and description whatsoever,

rights, liabilities, damages, losses, obligations, judgments, suits, matters, and issues of any kind

or nature whatsoever, that Plaintiffs or any member of the Settlement Class do not know or

suspect exist in their or its favor at the time of the release of the Released Claims as against the

Released Persons, including without limitation those which, if known, might have affected the

decision to enter into the Settlement (the “Unknown Claims”). Plaintiffs acknowledge, and the


6

members of the Settlement Class by operation of law shall be deemed to have acknowledged,

that they may discover facts in addition to or different from those now known or believed to be

true with respect to the Released Claims, but that it is the intention of Plaintiffs, and by operation

of law the members of the Settlement Class, to completely, fully, finally, and forever extinguish

any and all Released Claims, known or unknown, suspected or unsuspected, which now exist, or

heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of

additional or different facts. With respect to any and all of the Released Claims, the Settling

Parties stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly and each

member of the Settlement Class shall be deemed to have, and by operation of the Judgment by

the Court shall have, expressly waived, relinquished, and released any and all provisions, rights,

and benefits conferred by or under Cal. Civ. Code § 1542 or any law of the United States or any

state of the United States or territory of the United States, or principle of common law, which is

similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT EXIST IN HIS OR HERFAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HISOR HER SETTLEMENT WITH THE DEBTOR.

Plaintiffs acknowledge, and the members of the Settlement Class by operation of law shall be

deemed to have acknowledged, that “Unknown Claims” are expressly included in the definition

of “Released Claims” and that such inclusion was separately bargained for and was a material

element of the Settlement and was relied upon by each and all of the Defendants in entering into

the Stipulation.

11. Plaintiffs and all Settlement Class members, and their respective heirs, executors,

administrators, estates, predecessors-in-interest, predecessors, successors-in-interest, successors,


7

and assigns of any of them, and anyone claiming through or on behalf of any of them, are hereby

permanently barred and enjoined from instituting, commencing, or prosecuting, either directly or

in any other capacity, any of the Released Claims against any of the Released Persons.

12. As of the Effective Date, Defendants and the Released Persons shall be deemed to

have fully, finally, and forever released, relinquished, and discharged Plaintiffs, members of the

Settlement Class, and Lead Counsel from all claims arising out of the institution, prosecution,

settlement, or resolution of the Action; provided, however, that Defendants and the Released

Persons shall retain the right to enforce this Judgment, the terms of the Stipulation, or the

Settlement.

13. None of the Settlement, the Memorandum of Understanding executed by

Plaintiffs and Defendants on September 24, 2013 (the “MOU”), or the Stipulation shall be

deemed a presumption, concession, or admission by any of the parties as to the merits, or lack

thereof, of any allegations, claims, or defenses that have been or might be alleged or asserted in

the Actions or any other action or proceeding that has been, will be, or could be brought, and

shall not be interpreted, construed, deemed, invoked, offered, or received in evidence or

otherwise used by any person in the Actions or in any other action or proceeding, whether civil,

criminal, or administrative, for any purpose other than as provided expressly herein; provided,

however, that the Stipulation and/or Judgment may be introduced in any proceeding, whether in

the Court or otherwise, as may be necessary to argue that the Stipulation and/or Judgment has res

judicata, collateral estoppel, or other issue or claim preclusion effect or to otherwise

consummate or enforce the Settlement and/or Judgment.

14. Lead Counsel are hereby awarded attorneys’ fees and expenses in the amount of

$595,000 in connection with the Action, which amount the Court finds to be fair, reasonable, and


8

adequate. Such attorneys’ fees and expenses shall be paid by Crestwood (or its successor(s)

and/or insurer(s)) pursuant to the relevant provisions of the Stipulation. No counsel representing

any plaintiff or member of the Settlement Class in the Actions shall make any further or

additional application for fees and/or expenses to the Court or any other court.

15. If the Effective Date does not occur, this Judgment shall be rendered null and void

and shall be vacated, and, in such event, all orders entered and releases delivered in connection

herewith shall be null and void, and the parties shall be returned, without prejudice in any way,

to their respective litigation positions immediately prior to the execution of the MOU on

September 24, 2013.

16. The binding effect of this Judgment and the obligations of Plaintiffs and

Defendants under the Settlement shall not be conditioned upon or subject to the resolution of any

appeal from this Judgment that relates solely to the issue of Lead Counsel’s (or any other

counsel’s) application for an award of attorneys’ fees and expenses.

17. Without affecting the finality of this Judgment in any way, the Court reserves

jurisdiction over all matters relating to the administration and consummation of the Settlement.




EXHIBIT 2


Faruqi & Faruqi, LLP focuses on complex civil litigation, including securities, antitrust, wage and

hour, and consumer class actions as well as shareholder derivative and merger and transactional

litigation. The firm is headquartered in New York, and maintains offices in California, Delaware and

Pennsylvania.

Since its founding in 1995, Faruqi & Faruqi, LLP has served as lead or co-lead counsel in

numerous high-profile cases which ultimately provided significant recoveries to investors, consumers and

employees.

PRACTICE AREAS

SECURITIES FRAUD LITIGATION Since its inception over eighteen years ago, Faruqi & Faruqi, LLP has devoted a substantial

portion of its practice to class action securities fraud litigation. In In re PurchasePro.com, Inc. Securities

Litigation, No. CV-S-01-0483-JLQ (D. Nev.), as co-lead counsel for the class, Faruqi & Faruqi, LLP

secured a $24.2 million settlement in a securities fraud litigation even though the corporate defendant

was in bankruptcy. As noted by Senior Judge Justin L. Quackenbush in approving the settlement, “I feel that counsel for plaintiffs evidenced that they were and are skilled in the field of securities litigation.”

Other past achievements include: In re Olsten Corp. Sec. Litig., No. 97-CV-5056 (E.D.N.Y.)

(recovered $25 million dollars for class members), In re Tellium, Inc. Sec. Litig., No. 02-CV-5878 (FLW)

(D.N.J.) (recovered $5.5 million dollars for class members); In re Mitcham Indus., Inc. Sec. Litig., No. H-

98-1244 (S.D. Tex.) (recovered $3 million dollars for class members despite the fact that corporate

defendant was on the verge of declaring bankruptcy), and Ruskin v. TIG Holdings, Inc., No. 98 Civ. 1068

LLS (S.D.N.Y.) (recovered $3 million dollars for class members).

Recently, in Shapiro v. Matrixx Initiatives, Inc., No. CV-09-1479-PHX-ROS (D. Ariz.), Faruqi &

Faruqi, LLP, as co-lead counsel for the class, defeated defendants’ motion to dismiss, succeeded in

having the action certified as a class action, and secured preliminary approval of a $4.5 million dollar

settlement for the class. In In re Ebix, Inc. Securities Litigation, No. 1:11-cv-02400-RWS (N.D. Ga.), the

court denied defendants’ motion to dismiss and Faruqi & Faruqi, LLP, as sole lead counsel, is currently

conducting discovery on behalf of class members.

Additionally, Faruqi & Faruqi, LLP is serving as court-appointed lead counsel in the following

cases:

In re Longwei Petroleum Inv. Holding Ltd. Sec. Litig., No. 13 Civ. 214 (HB) (S.D.N.Y.) (sole lead counsel);

McGee v. Am. Oriental Bioengineering, Inc., No. 2:12-cv-05476-FMO-SHx (C.D. Cal.) (sole lead counsel);

NEW YORK CALIFORNIA DELAWARE PENNSYLVANIA


http://www.faruqilaw.com/

Lauria v. BioSante Pharm., Inc., No. 12 C 0772 (N.D. Ill.) (sole lead counsel); McIntyre v. Chelsea Therapeutics Int’l, LTD, No. 3:12-CV-213-MOC-DCK (sole lead counsel); In re China Organic Sec. Litig., No. 1:11-cv-08623-JMF (S.D.N.Y.) (sole lead counsel); In re GLG Life Tech Corp. Sec. Litig., No. 1:11-cv-09150-KBF (S.D.N.Y.) (sole lead counsel).

SHAREHOLDER MERGER AND TRANSACTIONAL LITIGATION

Faruqi & Faruqi, LLP is nationally recognized for its excellence in prosecuting shareholder class

actions brought nationwide against officers, directors and other parties responsible for corporate

wrongdoing. Most of these cases are based upon state statutory or common law principles involving

fiduciary duties owed to investors by corporate insiders as well as Exchange Act violations.

Faruqi & Faruqi, LLP has obtained significant monetary and therapeutic recoveries, including

millions of dollars in increased merger consideration for public shareholders; additional disclosure of

significant material information so that shareholders can intelligently gauge the fairness of the terms of

proposed transactions and other types of therapeutic relief designed to increase competitive bids and

protect shareholder value. As noted by Judge Timothy S. Black of the United States District Court for the

Southern District of Ohio in appointing lead counsel Nichting v. DPL Inc., Case No. 3:11-cv-14 (S.D.

Ohio), "[a]lthough all of the firms seeking appointment as Lead Counsel have impressive resumes, the

Court is most impressed with Faruqi & Faruqi.”

As lead counsel in Knee v. Brocade Comm’ns Sys., Inc., No. 1-12-CV-220249, slip op. at 2 (Cal.

Super. Ct. Santa Clara Cnty. Apr. 10, 2012) (Kleinberg, J.), Faruqi & Faruqi, LLP, enjoined the 2012

shareholder vote because information relating to projected executive compensation was not properly

disclosed in the proxy statement. Similarly, as sole class counsel for plaintiffs in Kajaria v. Cohen, No.

1:10-CV-03141 (N.D. Ga., Atlanta Div.), Faruqi & Faruqi, LLP, succeeded in having the district court order

Bluelinx Holdings Inc., the target company in a tender offer, to issue additional material disclosures to its

recommendation statement to shareholders before the expiration of the tender offer.

Furthermore, in In re Playboy Enterprises, Inc. Shareholders Litigation, Consol. C.A. No. 5632-

VCN (Del. Ch.) Faruqi & Faruqi recently achieved a substantial post close settlement of $5.25 million. In

In re Cogent, Inc. Shareholders Litigation, Consol. C.A. No. 5780-VC (Del. Ch.) Faruqi & Faruqi, LLP, as

co-lead counsel, obtained a post-close cash settlement of $1.9 million after two years of hotly contested

litigation; In re Bausch & Lomb Inc. Buyout Litig., Index No. 07/6384 (N.Y. Supr. Ct., Monroe Cty. 2008)

Faruqi & Faruqi, LLP, as co-lead counsel, caused Bausch & Lomb Inc. to disclose to shareholders critical

material information concerning its merger with Warburg Pincus LLC and in Rice v. Lafarge North

America, Inc., et al., No. 268974-V (Montgomery Cty., Md. Circuit Ct.), Faruqi & Faruqi, LLP, as co-lead

counsel represented the public shareholders of Lafarge North America (“LNA”) in challenging the buyout

of LNA by its French parent, Lafarge S.A., at $75.00 per share. After discovery and intensive injunction


2



motions practice, the price per share was increased from $75.00 to $85.50 per share, or a total benefit to

the public shareholders of $388 million. The Lafarge court gave Class counsel, including Faruqi & Faruqi,

LLP, shared credit with a special committee appointed by the company’s board of directors for a

significant portion of the price increase.

Also, in In re: Hearst-Argyle Shareholder Litig., Lead Case No. 09-Civ-600926 (N.Y. Sup. Ct.) as

co-lead counsel for plaintiffs, Faruqi & Faruqi, LLP litigated, in coordination with Hearst-Argyle’s special

committee, an increase of over 12.5%, or $8,740,648, from the initial transaction value offered for Hearst-

Argyle Television Inc.’s stock by its parent company, Hearst Corporation. Faruqi & Faruqi, LLP, in In re

Alfa Corp. Shareholder Litig., Case No. 03-CV-2007-900485.00 (Montgomery Cty, Ala. Cir. Ct.) was

instrumental, along with the Company’s special committee, in securing an increased share price for Alfa

Corporation shareholders of $22.00 from the originally-proposed $17.60 per share offer, which

represented over a $160 million benefit to class members, and obtained additional proxy disclosures to

ensure that Alfa shareholders were fully-informed before making their decision to vote in favor of the

merger, or seek appraisal.

Moreover, in In re Fox Entertainment Group, Inc. S'holders Litig., Consolidated C.A. No. 1033-N

(Del. Ch. 2005), Faruqi & Faruqi, LLP, a member of the three (3) firm executive committee, and in

coordination with Fox Entertainment Group’s special committee, created an increased offer price from the

original proposal to shareholders, which represented an increased benefit to Fox Entertainment Group,

Inc. shareholders of $450 million. Also, in In re Howmet Int’l S’holder Litig., Consolidated C.A. No. 17575

(Del. Ch. 1999) Faruqi & Faruqi, LLP, in coordination with Howmet’s special committee, successfully

obtained an increased benefit to class members of $61.5 million dollars).

Further, in Brickell Partners v. Emerging Commns., Inc., Civil No. 16415 (Del. Ch. 1998) Faruqi &

Faruqi, LLP, in its monitoring role as Class counsel achieved a post-trial settlement on behalf of the Class

of $5,596,037.40. After being consolidated with an appraisal hearing, the action was litigated vigorously

for over four years, including a six week trial, where Faruqi & Faruqi, LLP in a secondary, monitoring role,

represented the Class’ interests with primary trial counsel - counsel for the hedge fund Greenlight Capital

L.P. After trial the Court returned a verdict in favor of plaintiff. The case established new law and new

standards for determining the fiduciary duties of corporate directors, especially directors that have

specialized backgrounds (such as, accountants, lawyers, financial experts, etc.). The decision is now

reported as In re Emerging Commns., Inc. S’holders Litig., No. 16415, 2004 Del. Ch. LEXIS 70 (Del. Ch.,

May 3, 2004).

Faruqi & Faruqi, LLP, is committed to bringing novel post-close cases seeking damages as a

result of an unfair buyout. Faruqi & Faruqi, LLP has handled a number of high profile cases such as In re

Smurfit-Stone Container Corp. S’holder Litig., Consol. C.A. No. 6164-VCP (Del. Ch. March 24, 2011); In


3



re Cogent S’holder Litig., C.A. No. 5780-VCP (Del. Ch. 2010); In re Massey Energy Co. Derivative and

Class Action Litig., C.A. No, 5430-CS (Del. Ch. 2010); In re Novell, Inc. S’holder Litig., Consol. C.A. No.

6032-VCN (Del. Ch. 2010); In re Playboy Enterprises, Inc. S’holders Litig., Consol. C.A. No. 5632-VCN

(Del. Ch. 2010); In re MFW S’holder Litig., Consol. C.A. No. 6566-CS (Del. Ch. 2011); In re BJ’s

Wholesale Club, Inc. S’holders Litig., Consol. C.A. No. 6623-VCN (Del. Ch. 2011); In re Morton’s

Restaurant Group, Inc. S’holder Litig., Consol. C.A. No. 7122-CS (Del. Ch. 2011).

SHAREHOLDER DERIVATIVE LITIGATION

Faruqi & Faruqi, LLP has extensive experience litigating shareholder derivative actions on behalf

of corporate entities. This litigation is often necessary when the corporation has been injured by the

wrongdoing of its officers and directors. This wrongdoing can be either active, such as the wrongdoing by

certain corporate officers in connection with purposeful backdating of stock-options, or passive, such as

the failure to put in place proper internal controls, which leads to the violation of laws and accounting

procedures. A shareholder has the right to commence a derivative action when the company’s directors

are unwilling or unable, to pursue claims against the wrongdoers, which is often the case when the

directors themselves are the wrongdoers.

The purpose of the derivative action is threefold: (1) to make the company whole by holding those

responsible for the wrongdoing accountable; (2) the establishment of procedures at the company to

ensure the damaging acts can never again occur at the company; and (3) make the company more

responsive to its shareholders. Improved corporate governance and shareholder responsiveness are

particularly valuable because they make the company a stronger one going forward, which benefits its

shareholders. For example, studies have shown the companies with poor corporate governance scores

have 5-year returns that are 3 .95% below the industry average, while companies with good corporate

governance scores have 5-year returns that are 7.91 % above the industry-adjusted average. The

difference in performance between these two groups is 11 .86%. Corporate Governance Study: The

Correlation between Corporate Governance and Company Performance, Lawrence D. Brown, Ph.D.,

Distinguished Professor of Accountancy, Georgia State University and Marcus L. Caylor, Ph.D. Student,

Georgia State University. Faruqi & Faruqi, LLP has achieved all three of the above stated goals of a

derivative action. The firm regularly obtains significant corporate governance changes in connection with

the successful resolution of derivative actions, in addition to monetary recoveries that inure directly to the

benefit of the company. In each case, the company’s shareholders indirectly benefit through an improved

market price and market perception.


4



In In re UnitedHealth Group Incorporated Derivative Litig., Case No. 27 CV 06-8065 (Minn. 4th

Judicial Dist. 2009) Faruqi & Faruqi, LLP, as co-lead counsel for plaintiffs, obtained a recovery of more

than $930 million for the benefit of the Company and corporate governance reforms designed to make

UnitedHealth a model of corporate responsibility and transparency. At the time, the settlement reached was believed to be the largest settlement ever in a derivative case. See "UnitedHealth's Former

Chief to Repay $600 Million," Bloomberg.com, December 6, 2007 ("the settlement . . . would be the

largest ever in a 'derivative' suit . . . according to data compiled by Bloomberg.").

As co-lead counsel in Weissman v. John, et al., Cause No. 2007-31254 (Tex. Harris County

2008) Faruqi & Faruqi, LLP, diligently litigated a shareholder derivative action on behalf of Key Energy

Services, Inc. for more than three years and caused the company to adopt a multitude of corporate

governance reforms which far exceeded listing and regulatory requirements. Such reforms included,

among other things, the appointment of a new senior management team, the realignment of personnel,

the institution of training sessions on internal control processes and activities, and the addition of 14 new

accountants at the company with experience in public accounting, financial reporting, tax accounting, and

SOX compliance.

More recently, Faruqi & Faruqi, LLP concluded shareholder derivative litigation in The Booth

Family Trust, et al. v. Jeffries, et al., Lead Case No. 05-cv-00860 (S.D. Ohio 2005) on behalf of

Abercrombie & Fitch Co. Faruqi & Faruqi, LLP, as co-lead counsel for plaintiffs, litigated the case for six

years through an appeal in the U.S. Court of Appeals for the Sixth Circuit where it successfully obtained

reversal of the district court’s ruling dismissing the shareholder derivative action in April 2011. Once

remanded to the district court, Faruqi & Faruqi, LLP caused the company to adopt important corporate

governance reforms narrowly targeted to remedy the alleged insider trading and discriminatory

employment practices that gave rise to the shareholder derivative action.

The favorable outcome obtained by Faruqi & Faruqi, LLP in In re Forest Laboratories, Inc.

Derivative Litigation, Lead Civil Action No. 05-cv-3489 (S.D.N.Y. 2005) is another notable achievement

for the firm. After more than six years of litigation, Faruqi & Faruqi, LLP, as co-lead counsel, caused the

company to adopt industry-leading corporate governance measures that included rigorous monitoring

mechanisms and Board-level oversight procedures to ensure the timely and complete publication of

clinical drug trial results to the investing public and to deter, among other things, the unlawful off-label

promotion of drugs.

ANTITRUST LITIGATION The attorneys at Faruqi & Faruqi, LLP represent direct purchasers, competitors, third-party

payors, and consumers in a variety of individual and class action antitrust cases brought under Sections 1


5



and 2 of the Sherman Act. These actions, which typically seek treble damages under Section 4 of the

Clayton Act, have been commenced by businesses and consumers injured by anticompetitive

agreements to fix prices or allocate markets, conduct that excludes or delays competition, and other

monopolistic or conspiratorial conduct that harms competition.

Actions for excluded competitors. Faruqi & Faruqi represents competitors harmed by

anticompetitive practices that reduce their sales, profits, and/or market share. One representative action

is Babyage.com, Inc., et al. v. Toys "R" Us, Inc., et al. where Faruqi & Faruqi was retained to represent

three internet retailers of baby products, who challenged a dominant retailer's anticompetitive scheme, in

concert with their upstream suppliers, to impose and enforce resale price maintenance in violation of §§ 1

and 2 of the Sherman Act and state law. The action sought damages measured as lost sales and profits.

This case was followed extensively by the Wall Street Journal. After several years of litigation, this action

settled for an undisclosed amount.

Actions for direct purchasers. Faruqi & Faruqi represents direct purchasers who have paid

overcharges as a result of anticompetitive practices that raise prices. These actions are typically initiated

as class actions. A representative action on behalf of direct purchasers is Rochester Drug Co-Operative,

Inc. v. Warner Chilcott Public Limited Company, et al., No. 12-3824 (E.D. Pa.), in which Faruqi & Faruqi

was appointed co-lead counsel for the proposed plaintiff class under Federal Rule of Civil Procedure

23(g). Faruqi & Faruqi’s attorneys are counsel to direct purchasers (typically wholesalers) in multiple

such class actions.

Actions for third-party payors. Faruqi & Faruqi represents, both in class actions and in

individual actions, insurance companies who have reimbursed their policyholders at too high a rate due to

anticompetitive prices that raise prices. One representative action is In re Tricor Antitrust Litigation, No.

05-360 (D. Del.), where Faruqi & Faruqi represented PacifiCare and other large third-party payors

challenging the conduct of Abbott Laboratories and Laboratories Fournier in suppressing generic drug

competition, in violation of §§ 1 and 2 of the Sherman Act. The Tricor litigation settled for undisclosed

amount in 2010.

Results. Faruqi & Faruqi’s attorneys have consistently obtained favorable results in their

antitrust engagements. Non-confidential results include the following: In re Iowa Ready-Mixed Concrete

Antitrust Litigation, No. C 10-4038 (N.D. Iowa) ($18.5 million settlement); In re Metoprolol Succinate

Direct Purchaser Antitrust Litigation, 06-52 (D. Del.) ($20 million settlement); In re Ready-Mixed Concrete

Antitrust Litigation, No. 05-979 (S.D. Ind.) ($40 million settlement); Rochester Drug Co-Operative, Inc., et

al. v. Braintree Labs, Inc., No. 07-142-SLR (D. Del.) ($17.25 million settlement).

A more complete list of Faruqi & Faruqi's active and resolved antitrust cases can be found on its

web site at www.faruqilaw.com.


6



CONSUMER PROTECTION LITIGATION Attorneys at Faruqi & Faruqi, LLP have advocated for consumers’ rights, successfully challenging

some of the nation’s largest and most powerful corporations for a variety of improper, unfair and

deceptive business practices. Through our efforts, we have recovered hundreds of millions of dollars and

other significant remedial benefits for our consumer clients.

For example, in Thomas v. Global Vision Products, Case No. RG-03091195 (California Superior

Ct., Alameda Cty.), Faruqi & Faruqi, LLP served as co-lead counsel in a consumer class action lawsuit

against Global Vision Products, Inc., the manufacturer of the Avacor hair restoration product and its

officers, directors and spokespersons, in connection with the false and misleading advertising claims

regarding the Avacor product. Though the company had declared bankruptcy in 2007, Faruqi & Faruqi,

LLP, along with its co-counsel, successfully prosecuted two trials to obtain relief for the class of Avacor

purchasers. In January 2008, a jury in the first trial returned a verdict of almost $37 million against two of

the creators of the product. In November 2009, another jury awarded plaintiff and the class more than

$50 million in a separate trial against two other company directors and officers. This jury award

represented the largest consumer class action jury award in California in 2009 (according to

VerdictSearch, a legal trade publication).

Below is a non-exhaustive list of settlements where Faruqi & Faruqi, LLP and its partners have

served as lead or co-lead counsel:

In re: Haier Freezer Consumer Litig., Case No. 5:11-CV-02911-EJD (N.D. Cal. 2011). The firm represented a nationwide class of consumers who purchased certain model freezers, which were sold in violation of the federal standard for maximum energy consumption. A settlement was obtained, providing class members with cash payments of between $50 and $325.80.

Rossi v Procter & Gamble Company, Case No. 11-7238 (D.N.J. 2011). The firm represented a nationwide class of consumers who purchased deceptively marketed “Crest Sensitivity” toothpaste. A settlement was obtained, providing class members with a full refund of the purchase price.

In re: Michaels Stores Pin Pad Litig., Case No. 1:11-CV-03350 CPK (N.D. Ill. 2011). The firm represented a nationwide class of persons against Michaels Stores, Inc. for failing to secure and safeguard customers’ personal financial data. A settlement was obtained, which provided class members with monetary recovery for unreimbursed out-of-pocket losses incurred in connection with the data breach, as well as up to four years of credit monitoring services.

Kelly, v. Phiten, Case No. 4:11-cv-00067 JEG (S.D. Iowa 2011). The firm represented a proposed nationwide class of consumers who purchased Defendant Phiten USA’s jewelry and other products, which were falsely promoted to balance a user’s energy flow. A settlement was obtained, providing class members with up to 300% of the cost of the product and substantial injunctive relief requiring Phiten to modify its advertising claims.

In re: HP Power-Plug Litigation, Case No. 06-1221 (N.D. Cal. 2006). The firm represented a proposed nationwide class of consumers who purchased defective laptops manufactured by defendant. A settlement was obtained, which provided full relief to class members, including among other benefits a cash payments up to $650.00 per class member, or in the alternative, a repair free-of-charge and new limited warranties accompanying repaired laptops.


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Delre v. Hewlett-Packard Co., C.A. No. 3232-02 (N.J. Super. Ct. 2002). The firm represented a proposed nationwide class of consumers (approximately 170,000 members) who purchased, HP dvd-100i dvd-writers (“HP 100i”) based on misrepresentations regarding the write-once (“DVD+R”) capabilities of the HP 100i and the compatibility of DVD+RW disks written by HP 100i with DVD players and other optical storage devices. A settlement was obtained, which provided full relief to class members, including among other benefits, the replacement of defective HP 100i with its more current, second generation DVD writer, the HP 200i, and/or refunds the $99 it had charged some consumers to upgrade from the HP 100i to the HP 200i prior to the settlement.

In addition, Faruqi & Faruqi, LLP and its partners are currently serving as lead or co-lead counsel

in the following class action cases:

Dei Rossi et al. v. Whirlpool Corp., Case No. 2:12-cv-00125-TLN-JFM (E.D. Cal. 2012) (representing a proposed class of people who purchased mislabeled KitchenAid brand refrigerators from Whirlpool Corp.)

In re: Scotts EZ Seed Litigation, Case No. 7:12-cv-04727-VB (S.D.N.Y. 2012) (representing a proposed class of purchasers of mulch grass seed products advertised as a superior grass seed product capable of growing grass in the toughest conditions and with half the water.)

In re Sinus Buster Products Consumer Litig., Case No. 1:12-cv-02429-ADS-AKT (E.D.N.Y. 2012) (representing a proposed nationwide class of purchasers of assorted cold, flu and sinus products.)

Forcellati et al., v Hyland’s, Inc. et al., Case No. 2:12-cv-01983-GHK-MRW (C.D. Cal. 2012) (representing a proposed nationwide class of purchasers of children’s cold and flu products.)

Avram v. Samsung Electronics America, Inc., et al., Case No. 2:11-cv-06973 KM-MCA (D.N.J. 2011) (representing a proposed nationwide class of persons who purchased mislabeled refrigerators from Samsung Electronics America, Inc. for misrepresenting the energy efficiency of certain refrigerators.)

Astiana et al., v. Kashi Co., Case No. 3:11-CV-1967-H (BGS) (S.D. Cal. 2011) (representing a certified class of California consumers who purchased Kashi products that were deceptively labeled as “nothing artificial” and “all natural.”)

Dzielak v. Whirlpool Corp., et al., Case No. 12-CIV-0089 SRC-MAS (D.N.J. 2011) (representing a proposed nationwide class of purchasers of mislabeled Maytag brand washing machines for misrepresenting the energy efficiency of such washing machines.)

In re: Alexia Foods, Inc. Litigation, Case No. 4:11-cv-06119-PJH (N.D. Cal. 2011) (representing a proposed class of all persons who purchased certain frozen potato products that were deceptively advertised as “natural” or “all natural.”)

Loreto et al., v. Coast Cutlery Co., Case No. 2:11-cv-03977-MCA (D.N.J. 2011) (representing a proposed nationwide class of consumers who purchased stainless steel knives and multi-tools that were of a lesser quality than advertised.)

Rodriguez v. CitiMortgage, Inc., Case No. 1:11-cv-04718-PGG-DCF (S.D.N.Y. 2011) (representing a proposed nationwide class of military personnel against CitiMortgage for illegal foreclosures.)

In re: Shop-Vac Marketing and Sales Practices Litigation, Case No. 4:12-md-02380-YK (M.D. Pa. 2012) (representing a proposed nationwide class of persons who purchased vacuums or shop vac’s with overstated horsepower and tank capacity specifications.)

In re: Oreck Corporation Halo Vacuum And Air Purifiers Marketing And Sales Practices Litigation, MDL No. 2317 (the firm was appointed to the executive committee, representing a proposed nationwide class of consumers who purchased vacuums and air purifiers that were deceptively advertised effective in eliminating common viruses, germs and allergens.)


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EMPLOYMENT PRACTICES GROUP Faruqi & Faruqi, LLP is a recognized leader in protecting the rights of employees. The firm’s

Employment Practices Group is committed to protecting the rights of current and former employees

nationwide. The firm is dedicated to representing employees who may not have been compensated

properly by their employer or who have suffered investment losses in their employer-sponsored

retirement plan. The firm also represents individuals (often current or former employees) who assert that

a company has allegedly defrauded the federal or state government.

Faruqi & Faruqi represents current and former employees nationwide whose employers have

failed to comply with state and/or federal laws governing minimum wage, hours worked, overtime, meal

and rest breaks, and unreimbursed business expenses. In particular, the firm focuses on claims against

companies for (i) failing to properly classify their employees for purposes of paying them proper overtime

pay, or (ii) requiring employees to work “off-the-clock,” and not paying them for all of their actual hours

worked.

In prosecuting claims on behalf of aggrieved employees, Faruqi & Faruqi has successfully

defeated summary judgment motions, won numerous collective certification motions, and obtained

significant monetary recoveries for current and former employees. In the course of litigating these claims,

the firm has been a pioneer in developing the growing area of wage and hour law. In Creely, et al. v.

HCR ManorCare, Inc., C.A. No. 3:09-cv-02879 (N.D. OH), Faruqi & Faruqi, along with its co-counsel,

obtained one of the first decisions to reject the application of the Supreme Court’s Fed. R. Civ. P. 23

certification analysis in Wal-Mart Stores, Inc. v. Dukes et. al., 131 S. Ct. 2541 (2011) to the certification

process of collective actions brought pursuant to the Fair Labor Standards Act of 1938 (“FLSA”). The

firm, along with its co-counsel, also recently won a groundbreaking decision for employees seeking to

prosecute wage and hour claims on a collective basis in Symczyk v. Genesis Healthcare Corp. et al., No.

10-3178 (3d Cir. 2011). In Symczyk, the Third Circuit reversed the district court’s ruling that an offer of

judgment mooted a named plaintiff’s claim in an action asserting wage and hour violations of the FLSA.

Notably, the Third Circuit also affirmed the two-step process used for granting certification in FLSA

cases. The Creely decision, like the Third Circuit’s Genesis decision, will invariably be relied upon by

courts and plaintiffs in future wage and hour actions.

Some of the firm’s notable recoveries include Bazzini v. Club Fit Management, Inc., C.A. No. 08-

cv-4530 (S.D.N.Y. 2008), wherein the firm settled a FLSA collective action lawsuit on behalf of tennis

professionals, fitness instructors and other health club employees on very favorable terms. Similarly, in

Garcia, et al., v. Lowe's Home Center, Inc., et al., C.A. No. GIC 841120 (Cal. Sup. Ct. 2008), Faruqi &


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Faruqi served as co-lead counsel and recovered $1.6 million on behalf of delivery workers who were

unlawfully treated as independent contractors and not paid appropriate overtime wages or benefits.

The firm’s Employment Practices Group also represents participants and beneficiaries of

employee benefit plans covered by the Employee Retirement Income Security Act of 1874 (“ERISA”). In

particular the firm protects the interests of employees in retirement savings plans against the wrongful

conduct of plan fiduciaries. Often, these retirement savings plans constitute a significant portion of an

employee’s retirement savings. ERISA, which codifies one of the highest duties known to law, requires

an employer to act in the best interests of the plan’s participants, including the selection and maintenance

of retirement investment vehicles. For example, an employer who administers a retirement savings plan

(often a 401(k) plan) has a fiduciary obligation to ensure that the retirement plan’s assets (including

employee and any company matching contributions to the plan) are directed into appropriate and prudent

investment vehicles.

Faruqi & Faruqi has brought actions on behalf of aggrieved plan participants where a company

and/or certain of its officers breached their fiduciary duty by allowing its retirement plans to invest in

shares of its own stock despite having access to materially negative information concerning the company

which materially impacted the value of the stock. The resulting losses can be devastating to employees’

retirement accounts. Under certain circumstances, current and former employees can seek to hold their

employers accountable for plan losses caused by the employer’s breach of their ERISA-mandated duties.

The firm’s Employment Practices Group also represents whistleblowers in actions under both

federal and state False Claims Acts. Often, current and former employees of business entities that

contract with, or are otherwise bound by obligations to, the federal and state governments become aware

of wrongdoing that causes the government to overpay for a good or service. When a corporation

perpetrates such fraud, a whistleblower may sue the wrongdoer in the government’s name to recover up

to three times actual damages and additional civil penalties for each false statement made.

Whistleblowers who initiate such suits are entitled to a portion of the recovery attained by the

government, generally ranging from 15% to 30% of the total recovery.

False Claims Act cases often arise in context of Medicare and Medicaid fraud, pharmaceutical

fraud, defense contractor fraud, federal government contractor fraud, and fraudulent loans and grants.

For instance, in United States of America, ex rel. Ronald J. Streck v. Allergan, Inc. et al., No. 2:08-cv-

05135-ER (E.D. Pa.), Faruqi & Faruqi represents a whistleblower in an un-sealed case alleging fraud

against thirteen pharmaceutical companies who underpaid rebates they were obliged to pay to state

Medicaid programs on drugs sold through those programs.


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Based on its experience and expertise, the firm has served as the principal attorneys

representing current and former employees in numerous cases across the country alleging wage and

hour violations, ERISA violations and violations of federal and state False Claims Acts.

ATTORNEYS NADEEM FARUQI

Mr. Faruqi is Co-Founder and Managing Partner of the firm. Mr. Faruqi oversees all aspects of

the firm’s practice areas. Mr. Faruqi has acted as sole lead or co-lead counsel in many notable class or

derivative action cases, such as: In re Olsten Corp. Secs. Litig., C.A. No. 97-CV-5056 (E.D.N.Y.)

(recovered $25 million dollars for class members); In re PurchasePro, Inc., Secs. Litig., Master File No.

CV-S-01-0483 (D. Nev. 2001) ($24.2 million dollars recovery on behalf of the class in securities fraud

action); In re Avatex Corp. S’holders Litig., C.A. No. 16334-NC (Del. Ch. 1999) (established certain new

standards for preferred shareholders rights); Dennis v. Pronet, Inc., C.A. No. 96-06509 (Tex. Dist. Ct.)

(recovered over $15 million dollars on behalf of shareholders); In re Tellium, Inc. Secs. Litig., C.A. No. 02-

CV-5878 (D.N.J.) (class action settlement of $5.5 million); In re Tenet Healthcare Corp. Derivative Litig.,

Lead Case No. 01098905 (Cal. Sup. Ct. 2002) (achieved a $51.5 million benefit to the corporation in

derivative litigation).

Upon graduation from law school, Mr. Faruqi was associated with a large corporate legal

department in New York. In 1988, he became associated with Kaufman Malchman Kirby & Squire,

specializing in shareholder litigation, and in 1992, became a member of that firm. While at Kaufman

Malchman Kirby & Squire, Mr. Faruqi served as one of the trial counsel for plaintiff in Gerber v. Computer

Assocs. Int’l, Inc., 91-CV-3610 (E.D.N.Y. 1991). Mr. Faruqi actively participated in cases such as:

Colaprico v. Sun Microsystems, No. C-90-20710 (N.D. Cal. 1993) (recovery in excess of $5 million on

behalf of the shareholder class); In re Jackpot Secs. Enters., Inc. Secs. Litig., CV-S-89-805 (D. Nev.

1993) (recovery in excess of $3 million on behalf of the shareholder class); In re Int’l Tech. Corp. Secs.

Litig., CV 88-440 (C.D. Cal. 1993) (recovery in excess of $13 million on behalf of the shareholder class);

and In re Triangle Inds., Inc. S’holders Litig., C.A. No. 10466 (Del. Ch. 1990) (recovery in excess of $70

million).

Mr. Faruqi earned his Bachelor of Science Degree from McGill University, Canada (B.Sc. 1981),

his Master of Business Administration from the Schulich School of Business, York University, Canada

(MBA 1984) and his law degree from New York Law School (J.D., cum laude, 1987). Mr. Faruqi was

Executive Editor of New York Law School’s Journal of International and Comparative Law. He is the

author of “Letters of Credit: Doubts As To Their Continued Usefulness,” Journal of International and


11



Comparative Law, 1988. He was awarded the Professor Ernst C. Stiefel Award for Excellence in

Comparative, Common and Civil Law by New York Law School in 1987.

LUBNA M. FARUQI Ms. Faruqi is Co-Founder of Faruqi & Faruqi, LLP. Ms. Faruqi is involved in all aspects of the

firm’s practice. Ms. Faruqi has actively participated in numerous cases in federal and state courts which

have resulted in significant recoveries for shareholders.

Ms. Faruqi was involved in litigating the successful recovery of $25 million to class members in In

re Olsten Corp. Secs. Litig., C.A. No. 97-CV-5056 (E.D.N.Y.). She helped to establish certain new

standards for preferred shareholders in Delaware in In re Avatex Corp. S’holders Litig., C.A. No. 16334-

NC (Del. Ch. 1999). Ms. Faruqi was also lead attorney in In re Mitcham Indus., Inc. Secs. Litig., Master

File No. H-98-1244 (S.D. Tex. 1998), where she successfully recovered $3 million on behalf of class

members despite the fact that the corporate defendant was on the verge of declaring bankruptcy.

Upon graduation from law school, Ms. Faruqi worked with the Department of Consumer and

Corporate Affairs, Bureau of Anti-Trust, the Federal Government of Canada. In 1987, Ms. Faruqi became

associated with Kaufman Malchman Kirby & Squire, specializing in shareholder litigation, where she

actively participated in cases such as: In re Triangle Inds., Inc. S’holders Litig., C.A. No. 10466 (Del. Ch.

1990) (recovery in excess of $70 million); Kantor v. Zondervan Corp., C.A. No. 88 C5425 (W.D. Mich.

1989) (recovery of $3.75 million on behalf of shareholders); and In re A.L. Williams Corp. S’holders Litig.,

C.A. No. 10881 (Del. Ch. 1990) (recovery in excess of $11 million on behalf of shareholders).

Ms. Faruqi graduated from McGill University Law School at the age of twenty-one with two law

degrees: Bachelor of Civil Law (B.C.L.) (1980) and a Bachelor of Common Law (L.L.B.) (1981).

MICHAEL J. HYNES Mr. Hynes is Managing Partner in Faruqi & Faruqi, LLP’s Pennsylvania office and Co-Chair of the

firm’s Shareholder Derivative Litigation Department.

Prior to joining Faruqi & Faruqi, Mr. Hynes practiced law at Barroway Topaz Kessler Meltzer &

Check, LLP, where he concentrated on shareholder derivative litigation. Mr. Hynes has served as lead or

co-lead counsel in numerous high profile derivative actions relating to the “backdating” of stock options,

including In re Monster Worldwide, Inc. Derivative Litig., Index No. 06-108700 (New York County, NY); In

re Barnes & Noble, Inc. Derivative Litig., Index No. 06-602389 (New York County, NY); In re Affiliated

Computer Services, Inc. Derivative Litig., Cause No. 06-3403 (Dallas County, TX); and In re Progress

Software Corp. Derivative Litig., Civil A. No. 07-1937-BLS2 (Suffolk County, MA). Settlements of these,

and similar actions, resulted in significant monetary and corporate governance improvements for those


12



companies and their public shareholders. He is currently litigating cases involving breaches of fiduciary

duties arising out of the use of improper accounting methods, the payment of excessive compensation to

executive officers, violations of the Foreign Corrupt Practices Act, and violations of the False Claims Act.

Prior to joining Barroway Topaz, Mr. Hynes practiced law at Cozen O’Connor, where he

concentrated on bankruptcy and commercial litigation. He was also an attorney with the Defenders’

Association of Philadelphia from 1991 to 1996, where he defended thousands of misdemeanor and felony

cases and obtained jury trial experience.

Mr. Hynes received his law degree from Temple University School of Law (J.D. 1991), and is a

graduate of Franklin and Marshall College (1987). Mr. Hynes is licensed to practice law in Pennsylvania,

New Jersey and Montana, and has been admitted to practice in the United States Court of Appeals for

the Ninth Circuit and the United States District Courts for the Eastern and Middle Districts of

Pennsylvania.

DAVID E. BOWER David E. Bower is Managing Partner of Faruqi & Faruqi, LLP’s California office. Mr. Bower has

extensive experience in securities class actions, real estate and corporate litigation, and complex

commercial litigation matters. Mr. Bower has been in the private practice of law since 1981. Prior to

forming his own law firm, Law Offices of David E. Bower, in 1996, Mr. Bower practiced for two years with

the law firm Hornberger & Criswell where he supervised and coordinated complex business litigation.

From 1989 to 1994, he was a partner with the law firm Rivers & Bower where he handled business,

construction, real estate, insurance, and personal injury litigation and business and real estate

transactions. From 1984 to 1989, he practiced in the insurance bad faith defense and complex litigation

department of the Los Angeles, California based law firm of Gilbert, Kelley, Crowley & Jennett. From

1981 to 1984, he practiced law in New York as a partner with the law firm Boysen, Scheffer & Bower.

Mr. Bower is a graduate of the Mediation Training Program at UCLA and has a certification in

Advanced Mediation Techniques. He has presided in over 200 mediations since becoming certified and

is currently on the Los Angeles Superior Court Pay Panel of mediators and arbitrators. He is the past

Chairman of the Board of Directors of Mental Health Advocacy Services, a non-profit legal services firm in

Los Angeles, where he is still an active member of the board. He was previously the President of the

Board of A New Way of Life Reentry Project, a non-profit serving ex-convicts seeking reentry into society

as productive citizens.


13



He graduated from State University of New York (at Buffalo) (B.A. 1977) and received his law

degree from the Southwestern University School of Law (J.D. 1981). Mr. Bower is admitted to the bar in

California and New York.

PETER B. ANDREWS Peter B. Andrews is Managing Partner of Faruqi & Faruqi, LLP’s Delaware office. Mr. Andrews

joined Faruqi & Faruqi in January of 2013 and has concentrated his legal career representing plaintiffs in

securities fraud class actions, shareholder mergers and acquisitions class actions, shareholder derivative

actions and corporate governance matters.

Before joining Faruqi & Faruqi LLP, Mr. Andrews practiced with the law firm Grant & Eisenhofer in

Delaware, where he actively engaged in litigation before the Delaware Court of Chancery, as well as

federal and state courts throughout the country. Highlights of his past representation include: identifying

legal flaws in LLC agreement resulting in $20M settlement with oil & gas holding company surrounding

merger of LLC back into parent company (Altas Energy Resources, LLC Unitholder Litigation, Del. Ch.);

representing investors against the directors and officers of a failed telecom company for breaches of

fiduciary duty securing a $7M settlement (Rahl v. Flag Telecom, Inc., S.D.N.Y.); representing public

pension funds in opt-out securities litigation against the officers and directors of Enron (OPERS v. Enron

Corp., S.D. Tex.); representing former employees of a failed health system in order to secure promised

interests in pension benefits (Burstein v. Allegheny Health System, E.D. Pa.); and representing a class of

former customers against a major cable television provider (Baldasarri v. Suburban Cable TV Co.

(Comcast Corporation)).

Mr. Andrews began his career with a major Philadelphia defense firm where he represented

securities brokers and broker-dealers in various disputes, including customer complaint litigation. While

practicing in Philadelphia, he also represented clients in regulatory proceedings before the NYSE, NASD,

and SEC, and advised clients as to best practices under federal and state insurance and securities laws.

Mr. Andrews is a graduate (1992) of Colby College in Waterville, Maine, and a graduate (1998) of

the Dickinson School of Law of the Pennsylvania State University. Upon graduation from law school, Mr.

Andrews clerked for the Honorable Alan M. Black of the Court of Common Pleas of Lehigh County,

Pennsylvania.

Mr. Andrews is admitted to practice in Delaware and Pennsylvania and numerous federal courts,

including the Third Circuit Court of Appeals.


14



JUAN E. MONTEVERDE

Mr. Monteverde is a partner in Faruqi & Faruqi, LLP’s New York office and Chair of the firm’s

Shareholder Merger and Transactional Litigation Department. Mr. Monteverde has concentrated his legal

career advocating shareholder rights and has appeared before the Delaware Chancery Court on

numerous occasions on behalf of shareholders in mergers and acquisitions class actions.

Before joining Faruqi & Faruqi, LLP, Mr. Monteverde gained extensive experience litigating over

50 mergers and acquisitions class actions from inception to conclusion. In particular, Mr. Monteverde

acted as lead counsel or co-lead counsel for shareholders in In re Bear Stearns Litigation, Index No.

600780/08 (N.Y. Sup. Ct. 2008) (challenging acquisition of Bear Stearns for $2.00 per share by JP

Morgan, price increased to $10.00 per share); Sullivan v. Gorog, et al., Case Number BC398258 (Cal.

Super. Ct. 2008) (prosecution of preliminary injunction seeking to enjoin tender offer by Best Buy Co. Inc.

of Napster, Inc., resulting in post-tender offer settlement for the enlargement of appraisal rights of Napster

shareholders); In re Metavante Shareholder Litigation, Consolidated Case No. 09-cv-5325 (Wis. Cir. Ct.

2009) (obtained significant supplemental disclosures to shareholders to enable an informed vote

regarding the acquisition of Metavante by Fidelity); In re Candela Corporation Shareholders Litigation,

Lead Civil Action No. 09-4092-BLS1 (Mass. Sup. Ct. 2009) (obtaining settlement of additional disclosures

pertaining to the acquisition of Candela Corporation by Syneron Medical Ltd. and reformation of merger

agreement to reduce termination fee by approximately 20%); and Ubaney v. Rubinstein, et al., Civil

Action No. 5459-VCL (Del. Ch. Ct. 2010) (obtaining supplemental disclosures in connection with the

acquisition of Palm, Inc., including complete disclosure of Palm Inc.’s financial projections and free cash

flows for 2010 through 2015).

At Faruqi & Faruqi, LLP, Mr. Monteverde continues to protect shareholder rights. He has acted

as lead counsel or co-lead counsel in Knee v. Brocade Comm’ns Sys., Inc., No. 1-12-CV-220249, slip op.

at 2 (Cal. Super. Ct. Santa Clara Cnty. Apr. 10, 2012) (Kleinberg, J.) (enjoining the 2012 shareholder vote

because certain information relating to projected executive compensation (as related to an equity plan

share increase that had a potential dilutive effect on shareholders) was not properly disclosed in the proxy

statement); In re Cogent, Inc. Shareholders Litigation, Consol. C.A. No. 5780-VC (Del. Ch.)(obtaining

post-close cash settlement of $1.9 million after two years of hotly contested litigation); in In Re Valeant

Pharmaceuticals International Shareholders Litigation, Consolidated Case No. 5644-VCS (Del. Ch. Ct.

2010) (negotiating significant supplemental disclosures regarding the acquisition of Valeant by Biovail);

and McGowan v. ICX Technologies, Inc., et al., C.A. No. 1:10CV1013 (Eastern Dist. Of VA

2010)(achieving a class action settlement for additional disclosures pertaining to the tender offer of ICX


15



Technologies, Inc. and extending the appraisal rights period for ICX Technologies shareholders by 20

days).

Mr. Monteverde has taught a New York CLE course regarding the financial and legal

fundamentals underlying the valuation of mergers and acquisitions of publicly traded companies,

Valuations Issues in Mergers and Acquisitions, October 20, 2010. Mr. Monteverde has also been a panel

speaker in the session for “Don’t Get Caught in the Past” at the 2011 Corporate Counsel CLE Seminar in

Naples, Florida, where he discussed the current corporate governance developments in the mergers and

acquisitions law practice and new trends in corporate governance law and practice at the start of the new

decade.

Mr. Monteverde graduated from California State University of Northridge (B.S. Finance 2002) and

St. Thomas University School of Law (J.D., cum laude, 2006). While at St. Thomas University School of

Law, Mr. Monteverde was a staff editor of law review and the president of the law school newspaper. Mr.

Monteverde is admitted to practice in the courts of New York, the United States District Court for the

Southern District of New York and Eastern District of New York, Eastern District of Wisconsin, District of

Colorado and Seventh Circuit for the United States Court of Appeals.

ANTONIO VOZZOLO Antonio Vozzolo is a partner in Faruqi & Faruqi, LLP’s New York office and Chair of the firm’s

Consumer Fraud Litigation Department. Mr. Vozzolo’s practice focuses on representing individuals and

institutional investors seeking redress for financial and consumer fraud

Mr. Vozzolo was one of the primary counsel responsible for prosecuting In re PurchasePro, Inc.,

Secs. Litig., Master File No. CV-S-01-0483 (D. Nev. 2001), a case against the officers and directors of

PurchasePro.com as well as AOL Time Warner, Inc., America On-Line, Inc., and Time Warner, Inc., for

federal securities laws violations, culminating in a $24.2 million settlement.

Mr. Vozzolo’s other notable cases are Thomas v. Global Vision Products, Case No. RG-

03091195 (Cal. Super. Ct., Alameda Cty.) (representing certified class of California consumers for false

and misleading advertising claims regarding Avacor hair restoration product; $37 million jury verdict for

the first trial, $50 million jury verdict for separate trial against two of the remaining directors and officers);

In re: HP Power-Plug Litigation, Case No. 06-1221 (N.D. Cal.) (representing a proposed nationwide class

of persons who purchased defective laptops; cash payment up to $650.00, or in the alternative, a repair

free-of-charge); Delre v. Hewlett-Packard Co., C.A. No. 3232-02 (N.J. Super. Ct. 2002) (representing a

proposed nationwide class of persons for false and misleading advertising claims regarding capabilities of

model 100i DVD writers; recovery included replacement of the 100i writer with upgraded, second


16



generation 200i DVD writer and a refund of the $99 defendant had previously charged consumers to

upgrade from the 100i to the 200i).

Mr. Vozzolo graduated, cum laude, from Fairleigh Dickinson University in 1992 with a Bachelor of

Science (B.Sc.), where he was on the Dean’s List, and with a Masters in Business Administration (M.B.A.)

in 1995. He is a graduate of Brooklyn Law School (J.D. 1998). Mr. Vozzolo served as an intern to the

Honorable Ira Gammerman of the New York Supreme Court and the New York Stock Exchange while

attending law school.

PETER KOHN

Mr. Kohn is a partner in Faruqi & Faruqi, LLP’s Pennsylvania office and Chair of the firm’s

Antitrust Litigation Department. Prior to joining the firm, Mr. Kohn was a shareholder at Berger &

Montague, P.C., where he prepared for trial several noteworthy lawsuits under the Sherman Act,

including In re Buspirone Patent & Antitrust Litigation, MDL No. 1410 (S.D.N.Y.) ($220M settlement), In re

Cardizem CD Antitrust Litigation, No. 99-MD-1278 (E.D. Mich.) ($110M settlement), Meijer, Inc. v.

Warner-Chilcott, No. 05-2195 (D.D.C.) ($22M settlement), In re Relafen Antitrust Litigation, No. 01-12239

(D. Mass.) ($175M settlement), In re Remeron Direct Purchaser Antitrust Litigation, No. 03-cv-0085

(D.N.J.) ($75M settlement), In re Terazosin Hydrochloride Antitrust Litigation, No. 99-MDL-1317 (S.D.

Fla.) ($72.5M settlement), and In re Tricor Direct Purchaser Antitrust Litig., No. 05-340 (D. Del.) ($250M

settlement). The court appointed him as co-lead counsel for the plaintiffs in In re Pennsylvania Title Ins.

Antitrust Litig., No. 08cv1202 (E.D. Pa.) (pending action on behalf of direct purchasers of title insurance

alleging illegal cartel pricing under § 1 of the Sherman Act).

A sampling of Mr. Kohn’s reported cases in the antitrust arena includes Delaware Valley Surgical

Supply Inc. v. Johnson & Johnson, 523 F.3d 1116 (9th Cir. 2008) (issue of direct purchaser standing

under Illinois Brick); Babyage.com, Inc. v. Toys “R” Us, Inc., 558 F. Supp.2d 575 (E.D. Pa. 2008) (denying

defendants’ motion to dismiss following the Supreme Court’s decisions in Twombly and Leegin, and for

the first time in the Third Circuit adopting the Merger Guidelines method of relevant market definition);

J.B.D.L. Corp. v. Wyeth-Ayerst Laboratories, Inc., 485 F.3d 880 (6th Cir. 2007) (affirming summary

judgment in exclusionary contracting case); and Babyage.com, Inc. v. Toys “R” Us, Inc., 458 F. Supp.2d

263 (E.D. Pa. 2006) (discoverability of surreptitiously recorded statements prior to deposition of

declarant).

Mr. Kohn is a 1989 graduate of the University of Pennsylvania (B.A., English) and a 1992 cum

laude graduate of Temple University Law School, where he was senior staff for the Temple Law Review

and received awards for trial advocacy. Mr. Kohn was recognized as a “recommended” antitrust attorney

in the Northeast in 2009 by the Legal 500 guide (www.legal500.com) and was chosen by his peers as a


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“SuperLawyer” in Pennsylvania in 2009, 2010, and 2011. In 2011, Mr. Kohn was selected as a Fellow in

the Litigation Counsel of America, a trial lawyer honorary society composed of less than one-half of one

percent of American lawyers. He is a member of the bars of the Supreme Court of Pennsylvania (1992-

present), the United States District Court for the Eastern District of Pennsylvania (1995-present), the

United States District Court for the Eastern District of Michigan (2010-present), the United States Court of

Appeals for the Third Circuit (2000-present), the United States Court of Appeals for the Sixth Circuit

(2005-present), and the United States Court of Appeals for the Federal Circuit (2011-present).

RICHARD W. GONNELLO

Richard W. Gonnello is a partner in the Firm’s New York office and Chair of the firm’s Securities

Fraud Litigation Department. Mr. Gonnello focuses his practice on shareholder litigation and class

actions.

Prior to joining the firm, Mr. Gonnello was a partner at Entwistle & Cappucci LLP and an

associate at Latham & Watkins LLP. Mr. Gonnello has represented institutional and individual investors

in obtaining substantial recoveries in numerous class actions, including In re Royal Ahold Sec. Litig., No.

03-md-01539 (D. Md. 2003) ($1.1 billion) and In re Tremont Securities Law, State Law and Insurance

Litigation, No. 08-cv-11117 (S.D.N.Y. 2011) ($100 million+). Mr. Gonnello has also obtained favorable

recoveries for institutional investors pursuing direct securities fraud claims, including cases against Qwest

Communications International, Inc. ($175 million+) and Tyco Int’l Ltd ($21 million).

Mr. Gonnello has co-authored the following articles: "'Staehr’ Hikes Burden of Proof to Place

Investor on Inquiry Notice, "New York Law Journal, December 15, 2008; and "Potential Securities Fraud:

'Storm Warnings' Clarified," New York Law Journal, October 23, 2008.

Mr. Gonnello graduated summa cum laude from Rutgers University in 1995, where he was

named Phi Beta Kappa. He received his law degree from UCLA School of Law (J.D. 1998), and was a

member of the UCLA Journal of Environmental Law & Policy.

BETH A. KELLER Ms. Keller is a partner in Faruqi & Faruqi, LLP’s New York office and Co-Chair of the firm’s

Shareholder Derivative Litigation Department. Her practice focuses on shareholder derivative litigation

and securities class actions in federal and state court.

Since joining Faruqi & Faruqi, Ms. Keller has been actively involved in numerous complex cases

in which the firm, as sole or co-lead counsel, achieved substantial corporate governance enhancements

and/or financial recoveries for the corporation and its shareholders, including In re Tenet Healthcare

Corp. Derivative Litig., Lead Case No. 01098905 (Cal. Sup. Ct. 2002); In re Advanced Mktg. Srvs., Inc.


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Derivative Litig., No. CIC824845 (Cal. Super. Ct.); In re Ligand Pharm. Inc. Deriative. Litig., Lead Case

No. GIC834255 (Cal. Super. Ct.); and In re Novastar Fin., Inc. Derivative Litig., Lead Case No. 04-CV-

212685 (Cir. Ct. Mo. 2004). Ms. Keller graduated from Hobart & William Smith Colleges in 1999 with a Bachelors of Arts in

Political Science and English and from the State University of New York at Buffalo Law School in 2002.

Ms. Keller participated in the Desmond Moot Court Competition while at law school. She is a member of

both the New York and New Jersey Bars and is admitted to practice in the United States District Courts

for the Southern, Eastern and Western Districts of New York.

T. TALYANA BROMBERG Ms. Bromberg joined Faruqi & Faruqi, LLP’s Pennsylvania office in March of 2013 as a partner

and Chair of the False Claims Litigation Department.

Prior to joining the Firm, Ms. Bromberg practiced law at Grant & Eisenhofer, P.A. where she

represented whistleblowers in pharmaceutical, financial, health care, and government contractor cases,

with settlements totaling over $4.5 billion. Among these settlements was a $1.6 billion settlement against

Abbott Laboratories related to off-label promotion and payment of kickbacks for anti-seizure drug

Depakote, and a $3 billion settlement against GlaxoSmithKline related to unlawful marketing tactics and

kickbacks for GSK drugs. During her tenure at Grant & Eisenhofer, Ms. Bromberg, among others, also

represented sophisticated institutional investors in complex international securities class actions,

including In re Parmalat Securities Litigation and In re Vivendi Universal S.A. Securities Litigation.

Ms. Bromberg previously served as partner at a prominent law firm in Riga, Latvia, where she

focused on commercial litigation. She also served as in-house counsel for a U.S.-Latvian joint venture in

the exporting and manufacturing sector. Ms. Bromberg received her L.L.M. degree from the University of

Pennsylvania Law School and her J.D. equivalent from the University of Latvia School of Law in Riga,

Latvia in 1989. Ms. Bromberg is a member of the New York Bar and is admitted to practice in the United

States District Courts for the Eastern and Southern Districts of New York.

ADAM R. GONNELLI Mr. Gonnelli is a partner in Faruqi & Faruqi, LLP’s New York office and Chair of the firm’s

Employment Practices Group.

Since joining Faruqi & Faruqi, Mr. Gonnelli has concentrated his practice on wage and hour

litigation, transaction litigation and consumer class actions. Representative cases include Garcia v.

Lowe’s, Cos., Inc., No. 841120 (Cal. Super. Ct.) (case to recover overtime pay for delivery drivers); In re

NutraQuest, Inc., No. 06-202 (D.N.J.) (consumer fraud case against national diet supplement company);


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Wanzo v. Nextel Commc’ns, Inc., No. GIC 791626 (Cal. Sup. Ct.) (consumer case challenging change in

“nights and weekends” plan); Rice v. Lafarge North America, No. 268974 (Md. Cir. Ct.) (merger case

resulted in a benefit of $388 million); and In re Fox Entm’t Group, Inc. S’holders Litig., No. 1033-N (Del.

Ch. 2005) (benefit to shareholders of $450 million).

Mr. Gonnelli received a B.A. from Rutgers University (Newark) in 1989 and a J.D. from Cornell

Law School in 1997. At Rutgers University, Mr. Gonnelli lettered in football and fencing and served as

Student Government President. Prior to attending law school, Mr. Gonnelli was a Financial Writer at the

Federal Reserve Bank of New York, where he wrote educational materials on international trade and

monetary policy. While attending Cornell Law School, Mr. Gonnelli served as Editor-in-Chief of the

Cornell Journal of Law and Public Policy and was a member of the Atlantic Regional Championship moot

court team in the Jessup International Law Moot Court Competition (1997).

JOSEPH T. LUKENS

Mr. Lukens is a partner in Faruqi & Faruqi, LLP’s Pennsylvania office.

Mr. Lukens was a shareholder at the Philadelphia firm of Hangley Aronchick Segal Pudlin &

Schiller, where he represented large retail pharmacy chains as opt-out plaintiffs in numerous lawsuits

under the Sherman Act. Among those lawsuits were In re Brand Name Prescription Drugs Antitrust

Litigation (MDL 897, N.D. Ill.), In re Terazosin Hydrochloride Antitrust Litigation (MDL 1317, S.D. Fla.), In

re TriCor Direct Purchaser Antitrust Litigation (05-605, D. Del.), In re Nifedipine Antitrust Litigation

(MDL1515, D.D.C.), In re OxyContin Antitrust Litigation (04-3719, S.D.N.Y), and In re Chocolate

Confectionary Antitrust Litigation (MDL 1935, M.D. Pa.). While the results in the opt-out cases are

confidential, the parallel class actions in those matters which are concluded have resulted in settlements

exceeding $1.1 billion.

Earlier in his career, Mr. Lukens concentrated in commercial and civil rights litigation at the

Philadelphia firm of Schnader, Harrison, Segal & Lewis. The types of matters that Mr. Lukens handled

included antitrust, First Amendment, contracts, and licensing. Mr. Lukens also worked extensively on

several notable pro bono cases including Commonwealth v. Morales, which resulted in a rare reversal on

a second post-conviction petition in a capital case in the Pennsylvania Supreme Court.

Mr. Lukens graduated from LaSalle University (B.A. Political Science, cum laude, 1987) and

received his law degree from Temple University School of Law (J.D., magna cum laude, 1992) where he

was an editor on the Temple Law Review and received several academic awards. After law school, Mr.

Lukens clerked for the Honorable Joseph J. Longobardi, Chief Judge for the United States District Court

for the District of Delaware (1992-93). Mr. Lukens is a member of the bars of the Supreme Court of

Pennsylvania (1992-present), the United States Supreme Court (1996-present); the United States District


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Court for the Eastern District of Pennsylvania (1993-present), the United States Court of Appeals for the

Third Circuit (1993-present), and the United States Court of Appeals for the District of New Jersey (1994-

present).

Mr. Lukens has several publications, including: Bringing Market Discipline to Pharmaceutical

Product Reformulations, 42 Int'l Rev. Intel. Prop. & Comp. Law 698 (September 2011) (co-author with

Steve Shadowen and Keith Leffler); Anticompetitive Product Changes in the Pharmaceutical Industry, 41

Rutgers L.J. 1 (2009) (co-author with Steve Shadowen and Keith Leffler); The Prison Litigation Reform

Act: Three Strikes and You’re Out of Court — It May Be Effective, But Is It Constitutional?, 70 Temp. L.

Rev. 471 (1997); Pennsylvania Strips The Inventory Search Exception From Its Rationale –

Commonwealth v. Nace, 64 Temp. L. Rev. 267 (1991).

NEILL CLARK

Mr. Clark is an associate in Faruqi and Faruqi, LLP’s Pennsylvania office and practices in the

antitrust litigation department. Before joining the firm, Mr. Clark was an associate at Berger & Montague,

P.C. where he was significantly involved in prosecuting antitrust class actions on behalf of direct

purchasers of brand name drugs and charging pharmaceutical manufacturers with illegally blocking the

market entry of less expensive competitors.

Eight of those cases have resulted in substantial settlements totaling over $950 million: In re

Cardizem CD Antitrust Litig. settled in November 2002 for $110 million; In re Buspirone Antitrust Litig.

settled in April 2003 for $220 million; In re Relafen Antitrust Litig. settled in February 2004 for $175

million; In re Platinol Antitrust Litig. settled in November 2004 for $50 million; In re Terazosin Antitrust

Litig. settled in April 2005 for $75 million; In re Remeron Antitrust Litig. settled in November 2005 for $75

million; In re Ovcon Antitrust Litig. settled in 2009 for $22 million; and In re Tricor Direct Purchaser

Antitrust Litig. settled in April 2009 for $250 million.

Mr. Clark was also principally involved in a case alleging a conspiracy among hospitals and the

Arizona Hospital and Healthcare Association to depress the compensation of per diem and traveling

nurses, Johnson et al. v. Arizona Hospital and Healthcare Association et al., No. CV07-1292 (D. Ariz.).

Mr. Clark was selected as a “Rising Star” by Pennsylvania Super Lawyers and listed as one of

the Top Young Lawyers in Pennsylvania in the December 2005 edition of Philadelphia Magazine. Two

cases in which he has been significantly involved have been featured as "Noteworthy Cases" in the

NATIONAL LAW JOURNAL articles, “The Plaintiffs’ Hot List" (In re Tricor Antitrust Litig. October 5, 2009

and Johnson v. Arizona Hosp. and Healthcare Ass'n., October 3, 2011).


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Mr. Clark graduated cum laude from Appalachian State University in 1994 and from Temple

University Beasley School of Law in 1998, where he earned seven "distinguished class performance"

awards, an oral advocacy award and a "best paper" award.

RICHARD SCHWARTZ

Richard Schwartz is an associate in Faruqi & Faruqi, LLP’s Pennsylvania office. Mr. Schwartz

has been involved extensively in the firm’s antitrust, merger, and derivative practice areas. Presently, Mr.

Schwartz is a member of the teams prosecuting Babyage.com, Inc., et al. v. Toys “R” Us, Inc. and In re

Blood Reagents Antitrust Litig.

Mr. Schwartz graduated from the University of Washington (B.A.) and the University of Chicago in

2004 (J.D.). While in law school, Mr. Schwartz served as a law clerk at the MacArthur Justice Center in

Chicago and as a summer associate with the Chicago law firm Robinson Curley & Clayton P.C. Since

law school, Mr. Schwartz has been a commercial litigator in New York and Pennsylvania.

Mr. Schwartz is a member of the bars of the State of New York (2005-present), Commonwealth of

Pennsylvania (2010-present), the United States District Court for the Southern District of New York (2006-

present), the United States District Court for the Eastern District of New York (2007-present), the United

States District Court for the Northern District of New York (2008-present), the United States Court of

Appeals for the Second Circuit (2010-present) and the United States District Court for the Eastern District

of Pennsylvania (2011-present).

DAVID P. DEAN

David P. Dean is an associate in Faruqi & Faruqi, LLP’s Pennsylvania office. Mr. Dean

concentrates his practice in complex commercial litigation, including shareholder derivative actions,

merger and acquisition litigation, qui tam cases, and consumer class actions. Prior to joining Faruqi &

Faruqi, LLP, Mr. Dean was a commercial litigator with Deeb Blum Murphy Frishberg & Markovich, PC.

Mr. Dean began his career at the Miami-Dade County Public Defender’s Office, where he conducted

more than thirty jury and bench trials in felony and misdemeanor cases.

Mr. Dean earned his law degree from New York University School of Law (J.D., magna cum

laude, 2006), and is a graduate of Wesleyan University (B.A., Government, High Honors, 1999). While in

law school he served as a notes editor for the NYU Law Review, and gained clinical and internship

experience with the Federal Defenders of New York, the New York Office of the Appellate Defender, the

Louisiana Capital Assistance Center, and the Kentucky Department of Public Advocacy’s Capital Post-

Conviction Unit.


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Mr. Dean is licensed to practice law in Pennsylvania and Florida, and has been admitted to

practice in the United States District Court for the Eastern District of Pennsylvania.

FRANCIS P. McCONVILLE

Mr. McConville is an associate in Faruqi & Faruqi, LLP’s New York office. Mr. McConville

concentrates his practice on complex civil litigation with a focus on securities and shareholder class

action litigation. Prior to joining the firm, Mr. McConville was an associate at Entwistle & Cappucci LLP.

Mr. McConville has represented institutional and individual investors in obtaining substantial

recoveries in numerous class actions involving federal and state securities laws and fiduciary duties of

corporate officials. Mr. McConville also counseled corporate clients in federal and state court in a wide

range of commercial disputes.

Mr. McConville graduated from the University of Notre Dame (B.A., History and Political Science,

2005) and New York Law School (J.D., magna cum laude, 2008). While at New York Law School, Mr.

McConville served as the Associate Managing Editor of the New York Law School Law Review. Mr.

McConville is licensed to practice law in the State of New York and admitted to the United States District

Courts for the Eastern and Southern Districts of New York.

LIGAYA HERNANDEZ Ligaya Hernandez is an associate in Faruqi & Faruqi, LLP’s Pennsylvania office. Ms. Hernandez

specializes in shareholder derivative litigation. Prior to joining Faruqi & Faruqi, LLP, Ms. Hernandez was

an associate with Kessler Topaz Meltzer & Check, LLP where she concentrated her practice on

shareholder derivative litigation.

Ms. Hernandez received her J.D. and a Health Law Certificate from Loyola University Chicago in

2009. While in law school she served as Senior Editor for the Annals of Health Law Journal and received

the CALI Award for highest grade in Appellate Advocacy. Ms. Hernandez received a Master in Health

Services Administration in Health Policy from The George Washington University and a Bachelor of

Science degree in Biology from the University of Pittsburgh. She is licensed to practice law in

Pennsylvania and New Jersey and is admitted to practice before the United States District Court for the

Eastern District of Pennsylvania and the United States District Court for the District of New Jersey.

CRAIG J. SPRINGER Craig J. Springer is an associate in Faruqi & Faruqi, LLP’s Delaware office. Mr. Springer focuses

his practice on shareholder merger and transaction litigation.


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Mr. Springer graduated from the University of Delaware (B.A. Political Science, 2006) and

Widener University School of Law (J.D., cum laude, 2009). Mr. Springer was recipient of the Raymond J.

Locke Professional Achievement Award and was the Managing Editor of Widener’s law review, the

Delaware Journal of Corporate Law. As Managing Editor, Mr. Springer was published as a student where

he authored Weissman v. NASD: Piercing the Veil of Absolute Immunity of an SRO Under the Securities

Exchange Act of 1934, 33 Del. J. Corp. L. 451 (2009), and received the Donald E. Pease Award for his

published works.

Craig began his legal career clerking for the Honorable Kevin Gross (now Chief Judge) in the

United States Bankruptcy Court for the District of Delaware. Upon completion of his clerkship, Mr.

Springer was an attorney at a New York law firm, practicing in the commercial litigation department

representing large financial institutions and hedge funds.

Before joining the firm, Craig was an attorney at a corporate bankruptcy and commercial litigation

boutique law firm in Wilmington, Delaware.

Mr. Springer is admitted to practice law in Delaware, New York and New Jersey.

BARBARA A. ROHR

Barbara A. Rohr is an associate in Faruqi & Faruqi, LLP’s California office.

Prior to joining Faruqi & Faruqi, Ms. Rohr practiced civil and employment litigation at Walsh &

Associates, APC, and for the City of Los Angeles. Ms. Rohr also gained valuable work experience as a

human resources professional in the entertainment industry for six years before attending law school.

Ms. Rohr graduated from Southwestern Law School (J.D., 2010) and Arizona State University

(B.A., Psychology and Broadcast Journalism, 1996). In 2010, Ms. Rohr was recognized for earning the

highest grade in Sales at Southwestern Law School and received the Los Angeles County Bar

Association’s Jeffrey S. Turner Outstanding Commercial Law Student award.

Ms. Rohr is licensed to practice law in California and is admitted to practice before the United

States District Courts for the Central, Northern, Southern, and Eastern Districts of California.

A. LUKE SMITH

A. Luke Smith is an associate in Faruqi & Faruqi, LLP’s Pennsylvania office. He focuses his

practice on antitrust actions, primarily on behalf of drug purchasers complaining of suppressed generic

competition.

Mr. Smith earned his J.D. in May of 2010 from Pennsylvania State University Dickinson School of

Law. As a law student, Mr. Smith was certified as a Miller Center Public Interest Advocate in recognition

of his service to the indigent community and also competed in the American Constitution Society


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Constance Baker Motley National Moot Court Competition. He earned a degree in Business

Management from Cheyney University of Pennsylvania in May 2007 (summa cum laude).

During law school, Mr. Smith was a student attorney at the Penn State Dickinson School of Law

Family Law Clinic, and a judicial intern for the Honorable Joseph A. Greenaway, then of the United States

District Court for the District of New Jersey. He also interned at the New Jersey Office of the Public

Defender, and at the Pennsylvania Attorney General, Bureau of Consumer Protection.

Mr. Smith is licensed to practice in Pennsylvania and New Jersey and admitted to the United

States District Courts for the Eastern District of Pennsylvania and the District of New Jersey.

STEVEN BENTSIANOV

Steven Bentsianov is an associate in the New York office of Faruqi & Faruqi LLP and

concentrates his practice in the area of securities class action litigation.

Mr. Bentsianov graduated from the State University of New York at Binghamton (B.A. in English,

2005) and from Brooklyn Law School (J.D., magna cum laude, 2011). While at Brooklyn Law School, Mr.

Bentsianov was the Managing Editor of the Brooklyn Journal of Corporate, Financial and Commercial

Law and was a Dean Merit Scholar. He also received the CALI Excellence Award in Legal Writing I and

II, Banking Law and Corporate Finance.

Mr. Bentsianov gained further experience in law school through internships for U.S District Judge

Brian Cogan in the U.S. District Court for the Eastern District of New York, the Federal Trade

Commission, the Financial Industry Regulatory Authority, and as a summer associate for a securities

class action firm.

Mr. Bentsianov is licensed to practice law in New York and New Jersey.

ANDREA CLISURA

Andrea Clisura is an associate in the New York office of Faruqi & Faruqi, LLP and focuses her

practice on consumer class action litigation.

Ms. Clisura graduated from New York University (B.A., magna cum laude, 2005) and Brooklyn

Law School (J.D., magna cum laude, 2011). While at Brooklyn Law School, Ms. Clisura was an Associate

Managing Editor of the Brooklyn Law School Journal of Law and Policy, and was a member of the Moot

Court Honor Society. Her note, “None of Their Business: The Need for Another Alternative to New York’s

Bail Bond Business,” was published in Volume 19, Issue 1 of the Journal of Law and Policy. She also co-

authored the hypothetical problem and bench brief for the 2011 Jerome Prince Memorial Evidence Moot

Court Competition.


25



Ms. Clisura also gained experience in law school as an intern: to the Honorable David G. Trager

of the Eastern District of New York, for the U.S. Department of Justice (Antitrust Division), and for a New

York City-based legal services organization dealing with anti-predatory lending and foreclosure

prevention.

Ms. Clisura is licensed to practice law in New York and New Jersey and is admitted to practice

before the United States District Courts for the Southern District of New York, the Eastern District of New

York and the District of New Jersey.

COURTNEY E. MACCARONE Courtney E. Maccarone is an associate in the New York office of Faruqi & Faruqi, LLP and

focuses her practice on consumer class action litigation.

Ms. Maccarone graduated from New York University (B.A., magna cum laude, 2008) and

Brooklyn Law School (J.D., magna cum laude, 2011). While at Brooklyn Law School, Ms. Maccarone

was the Executive Symposium Editor of the Brooklyn Journal of International Law, and was a member of

the Moot Court Honor Society. Her note, “Crossing Borders: A TRIPS-Like Treaty on Quarantines and

Human Rights” was published in the Spring 2011 edition of the Brooklyn Journal of International Law.

Ms. Maccarone also gained experience in law school as an intern to the Honorable Martin Glenn of the

Southern District of New York Bankruptcy Court, a research assistant for Brooklyn Law School Professor

of Law Emeritus Norman Poser, a widely respected expert in international and domestic securities

regulation, and as a law clerk for a New York City-based class action firm.

Ms. Maccarone is licensed to practice law in New York and New Jersey and is admitted to

practice before the United States District Courts for the Eastern and Southern Districts of New York and

the District of New Jersey.

SARAH A. WESTBY

Sarah A. Westby is an associate in the New York office of Faruqi & Faruqi, LLP and concentrates

her practice in the area of antitrust class action litigation. Ms. Westby graduated Phi Beta Kappa from the

University of Delaware (B.A. in Psychology, magna cum laude, 2008)) and Brooklyn Law School (J.D.,

cum laude, 2011).

While at Brooklyn Law School, Ms. Westby was an Executive Editor of the Brooklyn Journal of

International Law. Her note on comparative consumer class action law was selected as the winning

submission in the 2010 Trandafir International Business Writing Competition and was published in the

University of Iowa Journal of Transnational Law & Contemporary Problems. She also received awards in

Trial Advocacy and International Economic Law. Ms. Westby gained experience during law school


26



through internships for U.S. Magistrate Judge Ramon E. Reyes, Jr. in the U.S. District Court for the

Eastern District of New York, the U.S. Department of Justice, Civil Rights Division, the New York City Law

Department and as a law clerk for an antitrust and consumer class action firm.

Ms. Westby is licensed to practice law in New York and is admitted to practice before the United

States District Courts for the Eastern and Southern District of New York.

MEGAN SULLIVAN Megan Sullivan is an associate in the New York office of Faruqi & Faruqi, LLP and concentrates

her practice in the area of securities class action litigation.

Prior to joining the firm, Ms. Sullivan was a litigation associate at Crosby & Higgins LLP where

she represented institutional and individual investors in securities arbitrations before FINRA and

counseled corporate clients in commercial disputes in federal court. Additionally, Ms. Sullivan gained

further litigation experience in law school through internships at the Kings County District Attorney’s Office

and the Adjudication Division of the New York City Department of Consumer Affairs.

Ms. Sullivan graduated from the University of California, Los Angeles (B.A., History, 2008) and

from Brooklyn Law School (J.D., cum laude, 2011). While at Brooklyn Law School, Ms. Sullivan served

as Associate Managing Editor of the Brooklyn Journal of Corporate, Financial and Commercial Law.

Ms. Sullivan is licensed to practice law in the State of New York.

GABRIEL V. CELII Gabriel V. Celii is an associate in Faruqi & Faruqi, LLP’s Pennsylvania office. He focuses his

practice on antitrust litigation.

Mr. Celii graduated magna cum laude from the University of Pittsburgh (B.A. in Political Science,

B.A. in Philosophy, 2008) and earned his J.D. from Villanova University School of Law (2011). During law

school, Mr. Celii volunteered legal services through Philadelphia VIP, a program dedicated to assisting

the indigent. He also was a judicial intern for the Honorable Linda Carpenter, of the Court of Common

Pleas—Trial Division for the First Judicial District of Pennsylvania.

Before joining the firm, Mr. Celii gained litigation and appellate experience while practicing at a

boutique Philadelphia firm, primarily handling Employment and Labor Law matters.

Mr. Celii is admitted to the Pennsylvania State Bar.

JAVIER O. HIDALGO

Javier O. Hidalgo is an associate in the New York office of Faruqi & Faruqi, LLP and focuses his



27



Mr. Hidalgo graduated from Swarthmore College (B.A., Sociology & Anthropology, 2004) and

New York Law School (J.D., 2012). Mr. Hidalgo gained experience in law school working as a paralegal

at Faruqi & Faruqi, LLP starting in spring of 2009.

Mr. Hidalgo is licensed to practice law in New York and is admitted to practice before the United

States District Courts for the Eastern and Southern Districts of New York

DAVID M. SBORZ

David M. Sborz is an associate in the New York office of Faruqi & Faruqi, LLP, concentrating in

shareholder merger and transactional litigation.

Prior to joining the firm, Mr. Sborz gained experience working for Bank of America/Merrill Lynch

(“BOA/ML”) in the Private Equity/Derivatives Unit analyzing proposed and finalized Dodd-Frank

Regulations and assisting operations teams with meeting compliance requirements.

Additionally, Mr. Sborz served as legal associate with the U.S. Commodity Futures Trading

Commission (“CFTC”), Division of Enforcement, where he conducted investigations into futures, options,

commodities, speculation limits, Ponzi schemes, and market manipulation. Mr. Sborz also assisted in the

preparation of court pleadings and documents filed in the United States District Courts across jurisdictions

and administrative forums.

Mr. Sborz graduated from Wilkes University (B.A. in Criminology/Political Science, magna cum

laude, 2009) and from New York Law School (J.D., magna cum laude, 2012, Law Review and Moot Court

Association).

Mr. Sborz is licensed to practice law in New York and New Jersey and is admitted to practice

before the United States District Court for the District of New Jersey.

TODD HENDERSON

Todd H. Henderson is an associate in the New York office of Faruqi & Faruqi, LLP and

concentrates his practice in the area of shareholder derivative litigation.

Mr. Henderson graduated from Cornell University (B.A. in American Studies, College of Arts and

Sciences, 2007) and from Brooklyn Law School (J.D., Certificate in Business Law, 2012). While at

Brooklyn Law School, Mr. Henderson was an Associate Managing Editor of the Brooklyn Journal of

International Law. His note, “The English Premier League’s Home Grown Player Rule Under the Law of

the European Union” was published in the Fall 2011 edition of the Brooklyn Journal of International Law.

Prior to joining the firm, Mr. Henderson gained experience as a paralegal for the Internal Revenue

Service, Office of Chief Counsel, and through internships for a securities and consumer class action firm,

the New York State Division of Human Rights, United States Postal Service Law Department, the


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Brooklyn Consumer Counseling and Bankruptcy Clinic, and the New York City Human Resources

Administration, Office of Legal Affairs.

Mr. Henderson is licensed to practice law in New York and is admitted to practice before the

United States District Courts for the Eastern and Southern Districts of New York.

MILES D. SCHREINER

Miles Schreiner is an associate in the New York office of Faruqi & Faruqi, LLP and focuses his


Mr. Schreiner graduated from Tulane University (B.A. in Political Science, cum laude, 2007) and

Brooklyn Law School (J.D., cum laude, 2012). While at Brooklyn Law School, Mr. Schreiner was a Dean’s

Merit Scholar and served as the Production Editor of the Brooklyn Law Review. His note, “A Deadly

Combination: The Legal Response to America’s Prescription Drug Epidemic,” was selected as the

winning submission in the 2012 American College of Legal Medicine Student Writing Competition and

was published in Volume 33, Issue 4 of the Journal of Legal Medicine.

Prior to joining the firm, Mr. Schreiner gained experience in complex litigation as an associate at a

New York City firm that represents plaintiffs in civil RICO actions. While in law school, Mr. Schreiner

developed practical skills through internships with the Kings County Supreme Court Law Department, the

Office of General Counsel at a major New York hospital, and a boutique law firm that specializes in

international fraud cases.

Mr. Schreiner is licensed to practice law in New York and New Jersey.

ELIZABETH A. SILVA

Elizabeth A. Silva is an associate in the New York office of Faruqi & Faruqi, LLP and

concentrates her practice in the area of antitrust class action litigation.

Prior to joining the firm, Ms. Silva was a litigation associate at Crosby & Higgins LLP where she

represented institutional and individual investors in securities arbitrations before FINRA and counseled

corporate clients in a variety of intellectual property and complex commercial disputes in federal court.

Additionally, Ms. Silva gained further litigation experience in law school through internships at the Kings

County District Attorney’s Office and as a law clerk at a criminal defense firm.

Ms. Silva graduated in corsu honorum from Fordham University (B.A. in Comparative Literature

and Italian Studies, cum laude, 2009) and New York Law School (J.D., magna cum laude, 2012). While

at New York Law School, Ms. Silva served as a Notes and Comments Editor of the New York Law School

Law Review and was an associate in the Institute for Information Law and Policy. Ms. Silva is licensed to

practice law in the State of New York.


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EXHIBIT 3


16th Floor

1500 Broadway

New York, NY 10036

TEL. (212) 682-3025

FAX (212) 682-3010

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FIRM BIOGRAPHY

Over the past 30 years, WeissLaw LLP (“WeissLaw” or the “Firm”) has gained the

reputation of being amongst the nation’s premier law firms representing shareholders in

securities class and derivative litigation. The firm has offices in New York and Los Angeles

and has litigated hundreds of stockholder class actions brought for violations of federal

securities laws and shareholder class and derivative actions brought for violations of

corporate and fiduciary duties, in which, it has recovered over a billion dollars for

defrauded institutions and individuals and obtained important corporate governance

reforms. In addition, the firm has prosecuted numerous consumer fraud and unfair

practices actions, in which, it has recovered hundreds of millions of dollars.

With outstanding attorneys based in offices on both coasts, WeissLaw has the

experience, talent and resources to tenaciously litigate on behalf of defrauded individuals

and institutions. Its success in doing so has earned it the praise of clients and courts

throughout the country.

Numerous courts have commended the firm for its expertise and ability:

• In Spahn v. Edward D. Jones & Co., et al., No. 04 cv 00086, Eastern District of

Missouri, WeissLaw was co-lead counsel and obtained – in conjunction with a parallel state

court case – a $127.5 million recovery for the class, representing in excess of 40% of the

maximum recoverable damages. The complaints alleged that the defendants secretly


2 www.WeissLawLLP.com

received revenue sharing payments in exchange for selling preferred mutual funds to

clients and misrepresenting the receipt of those payments in violation of the federal

securities laws. WeissLaw prosecuted all aspects of the case including extensive motion

practice, the review of nearly 2 million pages of documents, and protracted and contentious

settlement negotiations, including two multi-day mediations and numerous multiple day

settlement conferences.

In Bachman, et al., v. A.G. Edwards, Inc. et al., No. 22052-01266-03, 22nd Judicial

Circuit Court, St. Louis, Mo, WeissLaw served on the Plaintiffs’ Executive Committee and

obtained a $60 million recovery for the class, representing nearly 25% of the estimated

maximum recoverable damages. The complaint alleged that A.G. Edwards breached its

fiduciary duties and was unjustly enriched as a result of receiving and retaining revenue

sharing payments from mutual fund companies in exchange for its customers holding

shares of mutual funds in their A.G. Edwards accounts. WeissLaw prosecuted all aspects of

the nearly five-year litigation up to the eve of trial, which included defeating three complex

and hotly contested SLUSA removal motions, certifying a national class of mutual fund

shareholders, defeating numerous motions for summary judgment, reviewing nearly

100,000 pages of documents and conducting and defending 20 depositions.

In Brody v. Hellman, et al., (U.S. West Dividend Litigation), No. CV-4142 (Dist. Ct. for

the City & Cty. of Denver, Colo.), Judge Coughlin observed that the case “was litigated by

extremely talented lawyers” and “it took a great deal of skill to get to the point of trial.” The

case was aggressively litigated and the plaintiffs survived a motion to dismiss, two motions

for summary judgment and successfully certified the class over vigorous opposition from

defendants. In certifying the class, the court commented, “Defendants do not contest that



Plaintiffs’ attorneys are extremely well qualified to represent the putative class. This

litigation has been ongoing for four years; in that time Plaintiffs’ counsel has proven that

they are more than adequate in ability, determination, and resources to represent the

putative class.” The case settled for $50 million on the day before trial was scheduled to

commence. Judge Coughlin noted “there wasn’t any other lawyer[] in the United States that

took the gamble that these people did. Not one other firm anywhere said, ‘I am willing to

take that on.’ I’ll go five years. I’ll pay out the expenses. I’ll put my time and effort on the

line . . . . [The class is] fortunate that they had some lawyers that had the guts to come

forward and do it...I had the opportunity to watch these attorneys throughout this period of

time when I had this case and the [lawyers’] ability is terrific.”

In In re McLeodUSA Inc. Securities Litigation, No. C02-0001-MWB (N.D. Iowa), Chief

Judge Mark Bennett stated at the final approval hearing: “I thought you all did a great job in

this litigation” and “I think very highly of the work that all the lawyers did in the case, and [I

am] pleased that you were able to get it resolved.”

In In re Mutual Funds Investment Litigation, RS Investment Subtrack, MDL 1586,

Case No. 04-MD-15863-JFM (Parthasarathy v. RS Investment Management, L.P., et al., 04-

cv-3798-JFM), which was part of the historic market timing multi-district litigation pending

in the District of Maryland that resulted in a recovery in excess of $300 million for

investors in mutual funds allegedly involved in market timing activities, WeissLaw, in

conjunction with co-counsel, served on the Plaintiffs’ Steering Committee, and prosecuted

all aspects of the case against the advisors to the RS Fund family of mutual funds and other

related entities, including extensive motion practice, review, analysis and management of



hundreds of thousands of pages of documents, conducting all key party and non-party

witnesses and bringing the litigation to ultimate resolution.

In Ellison v. American Image Motor, et al., Civil Action No. 97-3608 (S.D.N.Y.), Judge

Chin, approving the settlement and fee application, commented that “It has been many

years. The case was hard fought, very capable counsel on both sides, and I saw counsel

many times. It was a hard fought case. It was a difficult case.”... “It’s probably not said very

often, but in this case I think plaintiffs’ counsel are being under paid.” ... “Counsel did a

great job...”

In In re United Telecommunications, Inc. Securities Litigation, No. 90-2251-0 (D.

Kan.), Judge O’Conner stated “the court finds that plaintiffs’ counsel were experienced and

qualified attorneys with outstanding professional reputations in securities litigation who

ably and zealously prosecuted the instant case on behalf of the class.”

In In re VeriFone Inc. Securities Litigation, No. C-93-3640 DCJ (N.D. Cal.), Judge

Jensen stated “I think the case was handled extremely well, extremely professionally, so I

think you’ve done very well.”

In In re Western Digital Securities Litigation, SACV 91-375(A) GLT (RWRx) (C.D.

Cal.), Judge Taylor complimented plaintiffs’ attorneys’ work in the action, specifically

noting “the caliber of the work involved [and] the quality of the attorneys involved.”

In Georgallas v. Martin Color-Fi, Inc. Civil Action No. 6:95-06483 (D.S.C.), Judge

Anderson expressed “the utmost respect” for the work of the firm.

In Bash v. Diagnostek, CV 94-794 M (D.N.M.), Judge Black said the case provided “a

model for how commercial litigation should be conducted and can be resolved.”



In In re National Medical Enterprises Litigation, CV 93-5223-TJH and CV 93-5313-

TJH (C.D. Cal.), Judge Hatter summed up the settlement hearing by saying, “I want to again

thank counsel for the work that you put into this and hopefully it’s a settlement for which

the claimants themselves will be appreciative of the results.”

In In re Santa Fe Southern Pacific Corporation, Consold. Civ. No. 9523 (Del. Ch.),

Chancellor Allen of the Delaware Chancery Court approved a settlement and cited the

creativity and sophistication of plaintiffs’ counsel.

Some of the actions which highlight the firm’s accomplishments are:

CASES IN WHICH WeissLaw LLP WAS LEAD OR CO-LEAD COUNSEL Jordan v. California Department of Motor Vehicles (Sacramento Cal.): The California Court of Appeal, Third Appellate District, held that the State of California’s $300 smog impact fee was unconstitutional, paving the way for the creation of a $665 million fund and full refunds, with interest, to 1.7 million motorists. In re Geodyne Resources, Inc. Securities Litigation (Harris Cty. Tex.): A recovery (including related litigation) totaling over $200 million was obtained for the class. Spahn v. Edward D. Jones & Co., et al., No. 04 cv 00086, (E.D. Mo.): A recovery (including related litigation) totaling $127.5 million was obtained for the class. Freddie Mac Derivative Litigation (S.D.N.Y.): Approximately $100 million was recovered for the Company and significant corporate governance measures were adopted. Bachman, et al., v. A.G. Edwards, Inc. et al., No. 22052-01266-03, (22nd Jud. Cir. Ct., St. Louis, Mo): A recovery totaling $60 million was obtained for the class.* Brody v. Hellman, et al., (U.S. West Dividend Litigation), No. CV-4142 (Dist. Ct. for the City & Cty. of Denver, Colo.): A recovery of $50 million was obtained for the class. In re Tenneco Securities Litigation (D. Tex.): A recovery of $50 million was obtained for the class. In re Community Psychiatric Center Securities Litigation (C.D. Cal.): A recovery of $42.5 million was obtained for the class. * Member of Plaintiffs’ Executive Committee



In re Crazy Eddie Securities Litigation (S.D.N.Y.): A recovery of $42 million was obtained for the class. In re Apria Healthcare Group Securities Litigation (Orange County Cal.): A recovery of $42 million was obtained for the class. Levitan v. McCoy, et al., (First Commerce Corporation), No. 00 C 5096 (N.D. Ill.): A recovery of $39.9 million was obtained for the class. In re King Pharmaceuticals, Inc. Securities Litigation, No. 03 cv 77-TWP (E.D. Tenn.): A recovery of $38.25 million was obtained for the class. In re Canon Group Securities Litigation (C.D. Cal.): A recovery of $33 million was obtained for the class. In re Platinum Software Securities Litigation (C.D. Cal.): A recovery of $32 million was obtained for the class. In re Martha Stewart Living Omnimedia, Inc. Securities Litigation, No. 02 cv 6273-JES (SDNY): A recovery of $30 million was obtained for the class. In re McLeodUSA Inc. Securities Litigation, (N.D. Iowa): A recovery of $30 million was obtained for the class. In re United Telecommunications Securities Litigation (D. Kan.): A recovery of $28 million was obtained for the class. In re Bergen Brunswig Corp. Sec. Litig., (C.D. Cal.): A recovery of $27.9 million was obtained for the class. In re Bank of New York Derivative Litigation (Sup. Ct. NY): A recovery of $26.5 million was obtained for the Company and significant corporate governance measures were adopted. In re FirstEnergy Shareholder Derivative Litigation (N.D. Ohio): A recovery of $25 million was obtained for the Company and significant corporate governance measures were adopted. In re Vodafone Group, PLC Securities Litigation (S.D.N.Y.): A recovery of $24.5 million was obtained for the class. In re PurchasePro.com, Inc. Securities Litigation, (D. NV.): A recovery of $24.2 million was obtained for the class. In re Arakis Energy Corporation Securities Litigation, No. 95-CV-3431 (ARR) (E.D.N.Y.): A recovery of $24 million was obtained for the class.



In re Abbey Healthcare Securities Litigation (C.D. Cal.): A recovery of $20.5 million was obtained for the class. Feinberg v. Hibernia Corp. (D. La.): A recovery of $20 million was obtained for the class. In re Southern Pacific Funding Corp. Sec. Litig., (D. Or.): A recovery of $19.5 million was obtained for the class. In re Aura Systems, Inc. Securities Litigation (C.D. Cal.): A recovery of $18 million was obtained for the class. In re MK Rail Securities Litigation (D. Idaho): A recovery of $14.65 million was obtained for the class. In re California Microwave Securities Litigation (N.D. Cal.): A recovery of $14 million was obtained for the class. In re KeySpan Corporation Securities Litigation (E.D.N.Y.): A recovery of $13.75 million was obtained for the class. In re Elscint Ltd Securities Litigation (D. Mass.): A recovery of $12 million was obtained for the class. In re Megafoods Securities Litigation (D. Ariz.): A recovery of $12 million was obtained for the class. Bash v. Diagnostek (D.N.M.): A recovery of $11.7 million was obtained for the class. In re GTECH Securities Litigation (D.R.I.): A recovery of $10.25 million was obtained for the class. In re Complete Management, Inc. Securities Litigation (S.D.N.Y.): A recovery of $10.15 million was obtained for the class. Berlinsky v. Alcatel (S.D.N.Y.): A recovery of $8.8 million was obtained for the class. Lopez v. Checkers Drive-In Restaurants, Inc. (M.D. Fl.): A recovery of over $8.175 million was obtained for the class. In re Mesa Airlines Securities Litigation (D.N.M.): A recovery of $8 million was obtained for the class. In re Resound Securities Litigation (N.D. Cal.): A recovery of $8 million was obtained for the class.



In re Castle Energy Corp. Securities Litigation (C.D. Cal.) A recovery of $7.5 million was obtained for the class. In re Western Digital, Inc. Securities Litigation (C.D. Cal.): A recovery of $6.75 million was obtained for the class. In re Circle K Securities Litigation (D. Ariz.): A recovery of $6 million was obtained for the class. In re Mutual Funds Investment Litigation, RS Investment Subtrack, MDL 1586, Case No. 04-MD-15863-JFM (Parthasarathy v. RS Investment Management, L.P., et al., 04-cv-3798-JFM): A recovery of $5.74 million was obtained for the class. In re Aura Systems, Inc. Securities Litigation (C.D. Cal.): A recovery of $5.55 million was obtained for the class. In re Ascend Communications Securities Litigation (C.D. Cal.): A recovery of $5.45 million was obtained for the class. In re Southmark Securities Litigation (D. Tex.): A recovery of $5 million was obtained for the class. In re WCT Securities Litigation (C.D. Cal.): A recovery of $5 million was obtained for the class. In re Sumitomo Bank of California Securities Litigation (San Francisco Sup. Ct.): A recovery of $4.95 million was obtained for the class. In re NextLevel Systems, Inc. Securities Litigation (N.D. Ill.): A recovery of $4.6 million was obtained for the class. In re Shopping.com Securities Litigation (C.D. Cal.): A recovery of $4.5 million was obtained for the class. In re Denver Bonds Securities Litigation (D. Colo.): A recovery of $4.5 million was obtained for the class. In re Molecular Dynamics, Inc. Securities Litigation (N.D. Cal.): A recovery of $4 million was obtained for the class. In re Party City Corp. Securities Litigation (D.N.J.): A recovery of $3.8 million was obtained for the class. In re Iwerks Securities Litigation (C.D. Cal.): A recovery of approximately $3.5 million was obtained for the class.



In re Davstar, Inc. Securities Litigation (C.D. Cal.): A recovery of $3.4 million was obtained for the class. In re Trident Securities Litigation (N.D. Cal.): A recovery of $3.15 million was obtained for the class. In re Twinlab Corp. Securities Litigation (E.D.N.Y.): A recovery of $3 million was obtained for the class. In re Offshore Pipelines Securities Litigation (S.D.N.Y.): A recovery of $3 million was obtained for the class. Gorga v. Uniroyal Chemical Corp. (Sup. Ct. Conn.): A recovery of $3 million was obtained for the class. In re Amylin Pharms. Securities Litigation (S.D. Cal.): A recovery of $2.1 million was obtained for class. CLASS AND DERIVATIVE ACTIONS HANDLED BY WeissLaw LLP WHERE A SIGNIFICANT BENEFIT WAS OBTAINED FOR THE COMPANY AND/OR THE SHAREHOLDERS

In re Santa Fe Southern Pacific Corporation (Del. Ch.).

In re Genentech Shareholder Litigation (N.D. Cal.).

In re Beverly Enterprises Shareholder Litigation (Del. Ch.).

In re Tandon Computer Shareholder Litigation (C.D. Cal.).

In re Sears Shareholder Litigation (D. Ill.).

In re Xoma Shareholder Litigation (N.D. Cal.).

In re Castle Energy Corp. Shareholder Litigation (C.D. Cal.).

In re Times-Mirror, Inc. Shareholder Litigation (C.D. Cal.).

In re Lockheed Corp. Shareholder Litigation (C.D. Cal.).

In re Nexgen Securities Litigation (N.D. Cal.).

In re GT Greater Europe Securities Litigation (N.D. Cal.).

In re Pairgain Securities Litigation (S.D. Cal.).

In re AMI Securities Litigation (L.A. Superior).

Wallace v. Fox, et al. (Northeast Utilities) (D. Conn.).



BRIEF BIOGRAPHIES OF WeissLaw LLP ATTORNEYS

JOSEPH H. WEISS is the Senior Partner of WeissLaw LLP and oversees virtually all

of the firm’s litigation, taking an active role in case analysis, the drafting of pleadings and

briefs, oral arguments, mediations and settlement negotiations. He has been recognized by

courts throughout the nation as one of the leading practitioners representing investors in

securities, class and derivative litigation. Moreover, he has earned the respect of his peers

and adversaries as possessing the highest professional standards and outstanding legal

acumen. In fact, he has been recognized in the Class Action category of New York Super

Lawyers. The firm has consistently ranked as amongst the leading plaintiffs law firms in

the United States.

Mr. Weiss is a 1972 graduate of Columbia University Law School, where he was an

editor of the Law Review. He is also a 1972 graduate of Columbia University Graduate

School of Business from which he obtained a Masters in Business Administration. Mr.

Weiss is a member of the Bar of the State of New York and is admitted to practice in the

Southern District of New York, the Eastern District of New York, the Courts of Appeal for

the First, Second, Third, Fifth, Ninth and Federal Circuits, and has been admitted to practice

in numerous other federal and state courts.

Among the more prominent of Mr. Weiss’ cases is Jordan v. California Department of

Motor Vehicles, No. 95 AS 03903 (Sacramento, Cal.), where the firm recovered $665 million

– payment in full plus interest – on behalf of motorists who paid a “smog impact fee.” Mr.

Weiss also recovered $42 million in cash for Apria investors after more than four years of

vigorous litigation regarding a sophisticated accounting fraud (In re Apria Healthcare Group

Securities Litigation, No. 797060) in California Superior Court.



Mr. Weiss has been involved in the litigation of numerous other cases of national

stature such as In re Martha Stewart Living Omnimedia, Inc. Securities Litigation, No. 02 cv

6273 (JES) and In re Global Crossing, Ltd. Securities and “ERISA” Litigation, No. 02 cv 910

(GEL), both in the Southern District of New York. He has also spearheaded derivative

litigations on behalf of his clients aimed at reforming corporate malfeasance, breaches of

fiduciary duties and other wrongdoing by the boards of some of the largest corporations in

the world. including Hewlett Packard Company (In re Hewlett-Packard Company Derivative

Litigation, C.A. No. 2428 (VCN), Court of Chancery of the State of Delaware), BP p.l.c. (In re

BP p.l.c. Derivative Litigation, No. 06 cv 6168 (HB), Southern District of New York), Royal

Dutch Shell (Soojian et al. v. Jacobs et al. f/b/o Royal Dutch Petroleum Company, No. 04 cv

03603, District of New Jersey), The Bank of New York (Zucker v. Bacon et al. f/b/o The Bank

of New York Company Inc., No. 00/106275, New York County Supreme Court) and Freddie

Mac (Sadowsky Testamentary Trust v. Brendsel et al. f/b/o Federal Home Loan Mortgage

Corporation, No. 05 cv 2596, Southern District of New York).

The firm led by Joseph Weiss has also taken a lead in prosecuting market timing and

secret revenue sharing cases. A prime example is the class action against Edward Jones

and certain other defendants, alleging violations of federal securities laws and state laws by

secret receipt of revenue sharing payments in exchange for selling Preferred Funds to their

clients, while misleading them about the payments. (Spahn v. Edward D. Jones & Co., et al.,

No. 04 cv 00086, District of Missouri). As a result of the litigation, a recovery valued at

$127.5 million was obtained for the class, more than 40% of the maximum recoverable

damages.



Mr. Weiss is active in community, educational and philanthropic causes and is a

member of the International Board of Governors of the Mesorah Heritage Foundation.

DAVID C. KATZ is a principal and senior attorney in the New York office and has

been an advocate of investors’ rights for over twenty years. Currently, Mr. Katz serves as

the chair of WeissLaw’s Corporate Governance Litigation Practice Group. He is a 1988

Graduate of Benjamin N. Cardozo School of Law. He is admitted to the New York State Bar,

the United States District Courts for the Southern and Eastern Districts of New York, and

the United States Courts of Appeal for the First, Second, Third, and Fourth Circuits.

Mr. Katz has successfully served as the firm’s chief litigator in numerous derivative

actions involving corporations and issues of national prominence. When Freddie Mac, the

government-sponsored public corporation entrusted with maintaining liquidity in the

United States’ mortgage markets, announced one of the largest financial restatements in

corporate history, he successfully spearheaded the effort to recover the company’s

damages, recouping more than $100 million (Sadowsky Testamentary Trust v. Brendsel et al.

f/b/o Federal Home Loan Mortgage Corporation, 05 cv 2596). When Marsh & McLennan

Companies, Inc. was implicated in a bid rigging and business steering scheme, Mr. Katz

served as the firm’s chief litigator pressing claims on behalf of the company, which efforts

were a material factor in securing payment of $205 million, and were instrumental in

obtaining payment of $35 million to the company from its insurers (In re: Marsh &

McLennan Companies, Inc. Derivative Litigation, 753-VCS). Mr. Katz also represented

shareholders seeking a recovery for First Energy Corp. in the wake of the nation’s largest

power-outage in history and the closure of the company’s nuclear facility resulting from

mismanagement and failures in oversight, recouping $25 million for the Company (In re



FirstEnergy Shareholder Derivative Litigation, 03 cv 1826). Substantial corporate

governance reforms were implemented for the benefit of the subject corporations and their

shareholders in each of these cases.

In the securities class action field, Mr. Katz has successfully served as the firm’s chief

litigator in numerous actions as well. Mr. Katz was the firm’s chief counsel in Levitan v.

McCoy et al. and Bank One Corp., 00 C 5096 (concerning Bank One’s acquisition of First

Commerce), securing approximately $40 million. Mr. Katz also served as the firm’s chief

counsel in Daugherty v. Hastings Entertainment, Inc. (2:00-CV-160-J), recovering over $6.3

million for the class. He won the remand of In re Lernout & Hauspie Securities Litigation,

99-10237 (NG), from the United States Court of Appeals for the First Circuit, subsequently

recovering nearly $4 million for the class. Mr. Katz served on the team that won the Ninth

Circuit’s reversal of the directed verdict entered at trial in the United States District Court

for the Northern District of California in an action concerning Everex Systems, Inc. (Howard

v. Everex Systems, Inc., et al., 92 cv 03742).

Mr. Katz is a father of two daughters and his wife is an elected member of the Town

of Mamaroneck Town Council. He is active in his community and a member of the

Larchmont Gardens Civic Association.

JAMES E. TULLMAN is a principal and senior attorney in the New York office and

has been a shareholder rights advocate for over twenty years. Mr. Tullman has successfully

prosecuted numerous securities class actions, recovering hundreds of millions of dollars on

behalf of investors of publicly traded companies. He graduated from the University of

Delaware (B.A., 1988), and The Jacob D. Fuchsburg Law Center of Touro College (J.D.,

1991), where he was an editor of the Journal of the Suffolk Academy of Law, Touro College,



1990-1991. Mr. Tullman is admitted to the state bars of Connecticut, New York, and

California, as well as the United States District Courts for the Southern and Eastern Districts

of New York, the Northern, Central and Southern Districts of California, and the United

States Court of Appeal for the Second, Ninth and Third Circuit.

Mr. Tullman served as the firm’s primary counsel in a complex securities class

action on behalf of American Depository Receipt Holders of Vodafone, a multibillion dollar

British corporation. Through Mr. Tullman’s efforts, a recovery of $24.5 million was

obtained for the class.

Mr. Tullman was the firm’s primary counsel in the highly publicized Martha Stewart

Living Omnimedia, Inc., Securities Litigation in the Southern District of New York,

stemming from the alleged improper and illegal conduct of Martha Stewart and other

officers of the company (In re Martha Stewart Living Omnimedia, Inc. Sec. Litig., 02 cv 6273

(JES)). Ultimately, approximately $30 million was recovered for shareholders. Mr. Tullman

was also the firm’s primary counsel in a shareholder class action against GTech and certain

defendants as a result of their alleged false and misleading statements concerning GTech’s

lottery activities in the United Kingdom. Mr. Tullman successfully defeated, at argument,

defendants’ efforts to dismiss the action and ultimately recovered $10.25 million on behalf

of the class. (Kafenbaum v. GTECH Holdings Corp. et al., CA No. 00 413L). Mr. Tullman

recently acted as the firm’s primary counsel in a shareholder class action challenging the

fairness of SCOR, S.A.’s tender offer for Converium Holdings. (Sclater-Booth v. SCOR S.A., No.

07 cv 3476 (GEL)). As a result, in part, of Mr. Tullman’s prosecution of the action, the

consideration to be paid to Converium shareholders was increased by nearly $260 million

and the offer was extended to United States shareholders. Currently, Mr. Tullman is



serving as Co-Lead Counsel on behalf of more than 2,000 investors in Genworth’s Brinker

Group Portfolios (Goodman v. Genworth Financial Wealth Management, Inc., et. al., CA No.

09-5603).

Mr. Tullman has also acted as primary counsel in the prosecution of several

derivative actions brought on behalf of publicly traded companies. Mr. Tullman prosecuted

a derivative action on behalf of Hewlett-Packard stemming from highly-publicized

allegations of directorial leaks and corporate spying. (In re Hewlett-Packard Company

Derivative Litigation, No. 2428-N). As a result of the prosecution, widespread corporate

governance changes were enacted by the company for the benefit of HP and its

shareholders. Currently, Mr. Tullman is serving as Co-Lead Derivative Counsel in an action

stemming from alleged breaches of fiduciary duties by the officers and directors of

Lululemon Athletica, Inc. (Federman v. McCormick Day, et. al., CA No. 13-5977).

RICHARD A. ACOCELLI is a principal and senior attorney in the New York office. He

received his law degree in 1990 from St. John’s University School of Law. He is admitted to

the State Bar of New York and the United States District Courts for the Southern and

Eastern Districts of New York and the Eastern District of Michigan.

Mr. Acocelli heads WeissLaw’s class action Mergers & Acquisitions Litigation Group

and has appeared in courts throughout the country, including the Delaware Court of

Chancery, on numerous occasions on behalf of stockholders in merger & acquisition

lawsuits.

Recently, Mr. Acocelli prosecuted a federal class action that alleged receipt of, and

failure to adequately disclose, the receipt of transfer agent fees by a national mutual fund

firm (In re Smith Barney Transfer Agent Litigation, No. 95-cv-7583 (WHP) (S.D.N.Y.)),



(preliminarily approval entered October 7, 2013). He was also the firm’s chief litigator in

the prosecution of a federal class action that alleged receipt of, and failure to adequately

disclose, secret revenue sharing payments by a national brokerage firm (Spahn v. Edward

D. Jones & Co., et al., 04 cv 00086 (HEA)), which resulted in the recovery of $127.5 million

on behalf of Edward Jones’ clients. Mr. Acocelli has also successfully represented

shareholders as the firm’s chief litigator in In re Ikon Office Solutions, Inc. Securities

Litigation, No. 99 cv 5759, MDL No. 1318 ($111 million recovery) in the Eastern District of

Pennsylvania.

In addition, Mr. Acocelli served as the firm’s chief litigator in several significant class

actions brought on behalf of investors under the federal securities laws, including In re RS

Funds, 04 cv 3798 (JFM), which was part of the historic market timing Multi District

Litigation pending in District of Maryland (In re Mutual Funds Investment Litig., MDL 1586,

04-MD-15863 (JFM)); In re FleetBoston Financial Corp. Securities Litigation, 02 cv 4561

(GEB), which involved FleetBoston’s failure to adequately reserve for its Argentine loan

portfolio; and Beleson v. Schwartz (Loral), 03 cv 06051 (JES), which concerned the

adequacy of Loral Space and Communication Ltd.’s disclosure of its pre-packaged

bankruptcy.

Mr. Acocelli also serves as the firm’s chief litigator in complex actions brought under

Section 36(b) of the Investment Company Act of 1940, arising from the alleged payment of

excessive fees to investment advisers and distributors of large mutual fund families,

including In re American Mutual Funds Fee Litigation, 04 cv 5593 (GAF); Forsythe v.

Massachusetts Financial Services Co., No. 04 cv 10584 (GAO); and In re Lord Abbett Excessive

Fee Litigation, 04 cv 559. Mr. Acocelli also represented current and former clients of A.G.



Edwards, Inc. and A.G. Edwards & Sons, Inc. in a class action for breach of fiduciary duties

and unjust enrichment (Bachman v. A.G. Edwards & Sons, Inc., Cause No. 22052-01266-02a)

in the Circuit Court of St. Louis City, State of Missouri.

LEIGH A. PARKER is a principal and senior attorney in the Los Angeles office. She

graduated from Indiana University (B.A. 1981), received her M.B.A. from the American

Graduate School of International Management in 1982 and graduated from Loyola Law

School in 1993, where she was a member of the Scott Moot Court Honors Board.

Ms. Parker represents institutional and individual investors in complex securities

class actions and derivative shareholder litigation in federal and state courts. She has

played an important role in the firm’s successful prosecution of cases that have returned

over $150 million to investors in publicly traded companies. Her notable cases include In

re Apria Healthcare Group Securities Litigation ($42 million recovery); In re Platinum

Software Securities Litigation ($32 million recovery); In re Abbey Healthcare Securities

Litigation ($20.5 million recovery); In re Southern Pacific Funding Corp. Securities Litigation

($19.5 million recovery); In re Quintus Securities Litigation ($10.1 million recovery); In re

Mesa Airlines Securities Litigation ($8 million recovery); Garbini v. Protection One, Inc., et al.

($7.8 million recovery); In re QuadraMed Corporation Securities Litigation ($5.25 million

recovery); In re Exodus Communications, Inc. Securities Litigation ($5.0 million recovery); In

re Denver Bonds Securities Litigation ($4.5 million recovery); and DeMarco v. Robertson

Stephens, Inc. ($3.1 million recovery). In addition, she was the primary attorney for

plaintiffs in Crafton v. Powerwave Technologies, Inc., et al. ($3.1 million recovery) and

Seoane v. Mills, et al. ($1.1 million recovery). Ms. Parker also participated in landmark

litigation leading to the certification of a class of investors asserting securities fraud claims



against research analysts, reported at DeMarco v. Robertson Stephenson, Inc., 228 F.R.D. 468

(S.D.N.Y. 2005).

In conjunction with the firm’s corporate litigation practice, Ms. Parker represents

investors against corporate directors for breaches of fiduciary duties in connection with

acquisitions and mergers. Some of her most recent cases include settlements reached on

behalf of shareholders of SRS Labs, Inc. and Epocrates, Inc.

As a part of the firm’s consumer protection practice, she helped to create new law

with regard to the ability of consumers to prosecute cases brought under California’s unfair

competition laws, reported at Foundation for Taxpayer and Consumer Rights v. Nextel

Communications, Inc., 143 Cal. App. 4th 131 (2006). Ms. Parker was the principal attorney

for plaintiffs in winning affirmance on appeal of the trial court’s denial of defendant’s

special motion to strike in The League of California Homeowners v. The Better Business

Bureau of the Southland, et al., 2012 Cal. App. Unpub. LEXIS 8387 (Cal. App. 2012). She also

recently participated in the successful certification of plaintiff classes in a product defect

case, reported at Tait v. BSH Home Appliances Corporation, 289 F.R.D. 466 (S.D. Cal. 2012).

Ms. Parker is admitted to the Bar of the State of California and the United States

District Courts for the Central, Northern, Southern and Eastern Districts of California, as

well as the Ninth Circuit Court of Appeals.

MARK D. SMILOW is a principal and senior attorney in the New York office. He

graduated Benjamin N. Cardozo School of Law in 1993, magna cum laude, where he was a

member of the Cardozo Law Review. He is admitted to the New York and New Jersey State

Bars, and the United States District Courts for the Southern and Eastern Districts of New

York. He has also been admitted in other courts throughout the nation for particular cases.



He has litigated all aspects of numerous class, shareholder, derivative and consumer class

actions in both trial and appellate courts.

Mr. Smilow concentrates on shareholder, derivative and consumer class actions in

both trial and appellate courts. He has obtained significant recoveries for stockholders in

numerous cases brought under the federal securities statutes. Among the more prominent,

he represented shareholders of Jones Pharma Incorporated who exchanged their shares for

those of King Pharmaceuticals, Inc., which culminated in a total settlement of $38.25

million (In re King Pharmaceuticals, Inc. Securities Litigation, 03 cv 77) in the Eastern

District of Tennessee; shareholders of Martha Stewart Living Omnimedia, Inc. in the

Southern District of New York, which culminated in a $30 million settlement (In re Martha

Stewart Living Omnimedia, Inc. Sec. Litig., 02 cv 6273 (JES)); and the shareholders of

KeySpan Corporation in a securities fraud case culminating in a $13.75 million settlement

(In re KeySpan Corp. Sec. Lit., 2001 cv 5852) in the Eastern District of New York. Moreover,

many of Mr. Smilow’s cases produced reported opinions of great interest to practitioners,

including Minzer v. Keegan, 218 F.3d 144 (2d Cir.2000), cert. denied, 531 U.S. 1192, 121

S.Ct. 1190, 149 L.Ed.2d 106 (2001); Sedighim v. Donaldson, Lufkin & Jenrette, Inc., 167 F.

Supp. 2d 639 (S.D.N.Y. 2001); and Rosenfeld v. Port Auth., 108 F. Supp. 2d 156 (E.D.N.Y.

2000).

In representing investors against corporate officers and directors for breaches of

fiduciary duty, Mr. Smilow has successfully prosecuted many cases involving corporate

takeovers, buyouts and reorganizations in which claims of self-dealing, corporate waste

and improper disclosure were asserted. Some of the more recent are Shaev v. Sidhu, No.

0983 (C.C.P. Philadelphia Co. PA); Brody v. Catell, Index No. 008835/06 (Sup. Ct. Kings Co.



NY); and Rosenfeld Fam. Found. Trust v. Ace Cash Express Inc., 06 cv 1100-G (N.D. Tex. Dallas

Div.).

Finally, as the chair of the Consumer Litigation Practice Group at the firm, Mr.

Smilow represented millions of veterans and active members of the United States Armed

Services for privacy law violations (In re Department of Veterans Affairs Data Theft

Litigation, Misc. Action No. 06-0506 (JR), MDL Docket No. 1796) in the District of Columbia

District Court, which culminated in a then record recovery of $20 million. In an unusual

litigation, Mr. Smilow also secured full refunds for one hundred sixty two small businesses

in upstate New York in an administrative proceeding before the New York State Public

Service Commission deriving from their utility’s improper billing for electric demand

(KLCR Land Corp. and Har-Nof, Inc. vs. NYSEG, Case No. 00-E-1678 (PSC June 20, 2003)).

JOSHUA M. RUBIN is an associate in the New York office. He received a Bachelor of

Talmudic Law from Ner Israel Rabbinical College in 2002 and his J.D. from Benjamin N.

Cardozo School of Law in 2005. Mr. Rubin is admitted to the Bar of the State of New York

and the United States District Courts for the Southern and Eastern Districts of New York.

Mr. Rubin represents a broad spectrum of domestic and foreign clients in complex

class actions including securities class actions and shareholder derivative actions in federal

and state courts.

Mr. Rubin has played an important role in the recovery of millions of dollars for

damaged investors, and derivatively on behalf of publicly traded companies. These actions

include the successful class prosecution on behalf of investors of Converium Holding AG

(Sclater-Booth v. SCOR, S.A., 07 cv 3476 (GEL)) in the Southern District of New York and

Keyspan Corp. (In re Keyspan Corporation Securities Litigation, 01 cv 5852 (ARR)) in the



Eastern District of New York. He also participated in landmark litigation leading to the

certification of a class of investors asserting securities fraud claims against research

analysts, reported at DeMarco v. Robertson Stephenson, Inc., 228 F.R.D. 468 (S.D.N.Y. 2005)

($3.1 million recovery).

Additionally, Mr. Rubin has had a significant role in successfully prosecuting

derivative actions on behalf of Fortune 500 companies, including on behalf of Hewlett-

Packard Company (In re Hewlett-Packard Company Derivative Litigation, C.A. No. 2428-VCN,

Court of Chancery of the State of Delaware), Southwest Airlines Co. (Carbon County

Employees Retirement System et al., v. Kelly, et al. f/b/o Southwest Airelines Co., No. 08-

086292, District Court of Dallas County, Texas) and BP p.l.c. (In re BP p.l.c. Derivative

Litigation, No. 06 cv 6168 (HB) (S.D.N.Y.)).

Mr. Rubin has also litigated shareholder actions in connection with mergers and

acquisitions and successfully represented shareholders in a recent action seeking to

enforce the application of U.S. tender offer rules to a foreign corporation.

Mr. Rubin oversees the Firm’s various systems used to monitor the stock portfolios

of its institutional clients, as well as the maintenance of the firm’s document retrieval

database and Electronic Discovery platforms.

Mr. Rubin also devotes time to pro bono work. While in law school, he represented

indigents in New York County Criminal Court and also assisted faculty on major litigation

projects, including homicide, federal criminal and DNA finger-printing cases. He also

volunteered as an arbitrator for the New York State Lemon Law Arbitration Program and

spends time as a Big Brother mentor.



MICHAEL A. ROGOVIN is an associate in the New York office. He received a B.A. in

History from the University of Wisconsin-Madison in 1999 and his J.D. from Brooklyn Law

School in 2003. Mr. Rogovin is admitted to the Bar of the State of New York and the United

States District Courts for the Southern and Eastern Districts of New York.

Mr. Rogovin has litigated shareholder actions in connection with mergers and

acquisitions and represents a broad spectrum of clients in complex class actions including

securities class actions and shareholder derivative actions in federal and state courts.

Most recently, he prosecuted a federal class action that alleged receipt of, and failure

to adequately disclose, the receipt of transfer agent fees by a national mutual fund firm (In

re Smith Barney Transfer Agent Litigation, No. 95-cv-7583 (WHP) (S.D.N.Y.)), (preliminarily

approval entered October 7, 2013).

Mr. Rogovin was a member of the firm’s litigation team in the prosecution of a

federal class action that alleged receipt of, and failure to adequately disclose, secret

revenue sharing payments by a national brokerage firm (Spahn v. Edward D. Jones & Co., et

al., 04 cv 00086 (HEA)), which resulted in the recovery of $127.5 million on behalf of

Edward Jones’ clients.

Mr. Rogovin also served on the firm’s litigation team in numerous derivative actions

involving corporations and issues of national prominence. When Freddie Mac, the

government-sponsored public corporation entrusted with maintaining liquidity in the

United States’ mortgage markets, announced one of the largest financial restatements in

corporate history, he successfully assisted in the effort to recover the company’s damages,

recouping more than $100 million (Sadowsky Testamentary Trust v. Brendsel et al. f/b/o

Federal Home Loan Mortgage Corporation, 05 cv 2596).



Mr. Rogovin also devotes significant time to volunteer work, completing over 150

projects for New York Cares, with a focus on elementary education.

KELLY C. KEENAN is an associate in the New York office focusing on mergers and

acquisitions litigation.

Ms. Keenan has achieved significant results for shareholders in connection with

securities class actions involving corporate mergers and acquisitions. Recently, she

assisted in the successful class prosecution on behalf of investors in In re Epocrates Inc.

Shareholder Litigation, No. 519078 (Cal. Super. Ct.-San Mateo County, Oct. 4, 2013) in the

Superior Court of California, County of San Mateo.

Ms. Keenan received a B.B.A. in Finance from the University of Notre Dame in 2006

and her J.D. from Fordham University School of Law in 2012. While at Fordham, Ms.

Keenan participated in the Family Advocacy Clinic and interned with the Honorable Robert

K. Holdman of the Supreme Court of New York. Prior to joining WeissLaw, she worked as a

Legal Fellow at the Neighborhood Legal Services Program in Washington, D.C. Ms. Keenan

is admitted to the Bar of the State of New York.


EXHIBIT 4


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Levi & Korsinsky LLP is a national law firm whose partners have more than 60 years of combined experience litigating high-stakes complex securities, class and consumer actions throughout the country. Our main office is located in New York City, only steps away from the New York Stock Exchange, and we maintain active offices in New Jersey, Connecticut, and Washington, DC. The firm skillfully represents the interests of aggrieved shareholders, giving them a voice within the corporate arena. Our legal team has a successful track record of protecting shareholder rights and setting ground-breaking precedent by litigating high stakes cases that require substantial resources, time and tenacity.

Our attorneys bring a vast breadth of knowledge and skill to the table and, as a result, are frequently appointed lead counsel in complex litigation involving shareholder fiduciary rights in various jurisdictions. Levi & Korsinsky has the ability to allocate substantial firepower to litigating a case in terms of skilled attorneys, support staff, financial experts, in-house investigation, and a cutting edge proprietary e-discovery system customized to the discovery needs of any given litigation no matter the size. Levi & Korsinsky does not shy away from uphill battles -- we zealously litigate each case with integrity and professionalism.

JUDICIAL PLAUDITS

The courts have recognized Levi & Korsinsky's exceptional talents and professionalism. For example, Vice Chancellor J. Travis Laster has commended our firm’s meticulous work ethic, and declared that our “standing and ability. . . is unquestioned.” Judge Ronald L. Styn of the Superior Court of San Diego County has described our firm as one of “the best and most qualified securities law firms in the country.”

In Forgo v. Health Grades, Inc., C.A. No. 5716-VCS (Del. Ch.), then-Vice Chancellor Leo. E. Strine, Jr. praised Levi & Korsinsky for our preparation and the extraordinary high quality of our work:


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“I want to applaud the lawyers today for being so well prepared. And I particularly want to applaud the plaintiffs for being not only well prepared but exceedingly measured and logical in their argument... they’ve made some, frankly, very potent arguments . . . .”

Vice Chancellor Sam Glasscock, III similarly praised the work and ability of our firm in partially granting our Motion for Preliminary Injunction in the matter of Dias v. Purches, et al., C.A. No. 7199-VCG (Del. Ch. 2012), stating that he “appreciated very much the quality of the argument, the obvious preparation that went into it, and the ability of counsel . . . .”

Levi & Korsinsky also received the praise of Vice Chancellor John W. Noble in In re Orchid Cellmark Inc. Consolidated Shareholder Litigation, C.A. No. 6373-VCN (Del. Ch. 2011). Vice Chancellor Noble stated that the firm’s work was “extremely well done under . . . awful time constraints.” Similarly, Judge Bernadette T. Clark in Rapasodi v. RomeBancorp., C.A. No. 2010-002994 (Oneida County, New York Supreme Court 2010) stated that she was “impressed” with our “professionalism . . . diligence, and . . . hard work on a complicated matter . . . .” And in Goltz v. Westover (Otix Global, Inc.), C.A. No. 100419786 (Utah State District Court 2011), Judge Andrew H. Stone described Levi & Korsinsky’s briefing as “excellent.”

A RECORD OF SUCCESS

Levi & Korsinsky has a strong track record of achieving multi-million recoveries, as well as injunctive relief and trail-blazing new case law. For example, the Firm served as co-lead counsel in Freudenberg v. E*Trade Financial Corp., et al., 07 CV 8538 (S.D.N.Y.), in which the Plaintiffs’ counsel achieved a landmark $79 million common fund settlement for the benefit of E*Trade’s shareholders. Levi & Korsinsky was also counsel for one of the lead plaintiffs in In re Talecris Biotherapeutics Holdings Shareholder Litigation, C.A. No. 5614-VCL (Del. Ch.), in which plaintiffs’ counsel achieved a settlement that increased the merger consideration to Talecris shareholders by an additional 500,000 shares of Grifols Class B stock and also provided shareholders with appraisal rights. In In re Allion Healthcare, Inc., S’holder Litig., Index No. 041990/2009 (N.Y. Sup.), Levi & Korsinsky served as co-lead counsel and successfully defeated the defendants’ motion to dismiss, which ultimately resulted in a $4 million common fund settlement for the benefit of Allion’s shareholders. Similarly, Levi & Korsinsky was counsel for the lead plaintiff in In re i2 Technologies, Inc. Shareholder Litigation, C.A. No. 4003-CC (Del. Ch.) which challenged the fairness of certain asset sales made by the company and which resulted in a $4 million recovery.


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A founding partner of the Firm was co-lead counsel in the landmark case In re NCS Healthcare, Inc. Sec. Litig., CA 19786 (Del. Ch.), one of the most sweeping and historically significant cases from the Delaware courts involving mergers and acquisitions law that created a more than $100 million cash benefit for shareholders and changed the landscape of how bidders and targets companies design and implement lockup mechanisms to protect a deal. Another Levi & Korsinsky partner also played a leading role in Freeland v. Iridium World Communications, Ltd., Case No. CR 99-1002 (D.D.C.), in which a $43.1 million settlement was achieved for the shareholders, and in which the Honorable Nanette K. Laughrey said “[a]ll of the attorneys in this case have done an outstanding job, and I really appreciate the quality of work we had in our chambers as a result of this case.”

Similarly, as co-lead counsel in the matter of In re Great Wolf Resorts, Inc. Shareholder Litigation, C.A. No. 7328-VCN (Del. Ch. 2012), we achieved tremendous results for shareholders, including partial responsibility for a $93 million (57%) increase in merger consideration and waiver of several “don’t-ask-don’t-waive” standstill agreements that were precluding certain potential bidders from making a topping bid for the company. The Firm also served as co-lead counsel in the case of Berger v. Life Sciences Research, Inc., No. SOM-C-12006-09 (NJ Sup. Ct 2009), which resulted in a significant increase in the transaction price from $7.50 to $8.50 per share, representing additional consideration for shareholders of approximately $11.5 million.

Our firm also has an enviable record of achievement in obtaining ground-breaking injunctive relief in complex securities actions. For example, in In re Craftmade International, Inc. Shareholders Litigation, C.A. No. 6950-VCL (Del. Ch. 2011), Levi & Korsinsky served as co-lead counsel and obtained an injunction requiring numerous corrective disclosures and a “Fort Howard” release announcing that the Craftmade Board of Directors was free to conduct discussions with any other potential bidders for the company. And in Dias v. Purches, et al., C.A. No. 7199-VCG (Del. Ch. 2012), Vice Chancellor Glasscock, III of the Delaware Chancery Court partially granted our Motion for Preliminary Injunction and ordered the defendants to correct a material misrepresentation in the proxy statement relating to the acquisition of Parlux Fragrances, Inc. by Perfumania Holding, Inc.

Similarly, as co-lead counsel in Forgo v. Health Grades, Inc., C.A. No. 5716-VCS (Del. Ch.), attorneys at Levi & Korsinsky successfully demonstrated to the Court that defendants had likely breached their fiduciary duties to the Health Grades’ shareholders by failing to maximize value as required under Revlon. As a result of our efforts, defendants agreed to take numerous steps to seek a superior offer for the company, including making key modifications to the merger agreement, creating an independent committee to evaluate potential offers, extending the tender offer period


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and issuing another “Fort Howard” press release affirmatively stating that the company would participate in good faith discussions with any party making a bona fide acquisition proposal.

Levi & Korsinsky has also successfully used derivative and class action mechanisms to hold corporate executives and board members accountable for various abuses and to help preserve corporate assets through long-lasting corporate governance changes to ensure that prior misconduct does not recur. An area of particular focus is that of excessive executive compensation, where Levi & Korsinsky has successfully recaptured assets for the benefit of victim companies and implemented corporate governance changes to ensure that executive compensation is consistent with company performance and governing laws.

For example, Levi & Korsinsky was co-lead counsel in In re Activision, Inc. Shareholder Derivative Litigation, No. 06-cv-04771-MRP (JTLX) (C.D. Cal.), which challenged executive compensation relating to the dating of options. As a result of the action, more than $24 million of excessive compensation and expenses were recovered and substantial corporate governance changes were implemented to ensure future compliance. Levi & Korsinsky was also co-lead counsel in In re Corinthian Colleges, Inc., Shareholder Derivative Litigation, SACV-06-0777-AHS (C.D. Cal.) in which we achieved a $2 million benefit for the company resulting in the re-pricing of executive stock options in addition to securing extensive corporate governance changes. In Pfeiffer v. Alpert, et al., (Beazer Homes Derivative Litigation), C.A. No. 10-cv-1063-PD (D. Del.), Levi & Korsinsky challenged certain aspects of the company's executive compensation structure and was successful in forcing the company to change its compensation practices. In Woodford v. M.D.C. Holdings, C.A. No. 1:11-cv-00879-MSG (Del. Ch.) and In re Cincinnati Bell, Inc. Derivative Litigation, Case No. A110530 (Ham. Cty. Ohio), Levi & Korsinsky successfully challenged the M.D.C. Holdings and Cincinnati Bell Board of Directors’ decision to grant excessive compensation packages to their top executives by forcing these companies to implement corporate governance initiatives to prevent future abuses of corporate power. In Bader v. Goldman Sachs Group, Inc., et al., No. 10-4364-cv, 2011 WL 6318037 (2d Cir. Dec. 19, 2011), Levi & Korsinsky persuaded the Second Circuit Court of Appeals to reverse the District Court’s dismissal of derivative claims seeking to recover excessive compensation granted to officers and directors of Goldman Sachs.

In Ausikaitis v. Kiani et al., 2013 U.S. Dist. LEXIS 98925 (D. Del. July 16, 2013), Levi & Korsinsky defeated defendants' motion to dismiss claims asserted on behalf of Masimo Corporation alleging that the company's Board of Directors breached its fiduciary duties by “spring-loading” stock options granted to company insiders and otherwise violated the company's shareholder-approved stock plan. And in Halpert v.


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Zhang et al., 2013 U.S. Dist. LEXIS 111565 (D. Del. Aug. 8, 2013), Levi & Korsinsky likewise convinced the court to deny defendants' motion to dismiss breach of fiduciary duty claims asserted against the AsiaInfo-Linkage, Inc. Board of Directors for violating the company's shareholder-approved plan by granting excessive stock options to company insiders.

Levi & Korsinsky has also made a substantial impact on the law pertaining to the rights of shareholders and the obligations of corporate fiduciaries. For example, in Pfeiffer v. Toll, et al., (Toll Brothers Derivative Litigation), C.A. No. 4140-VCL (Del. Ch.), where Levi & Korsinsky is counsel to the lead plaintiff, we prevailed in a decision on a motion to dismiss in a case seeking disgorgement of profits company insiders reaped through a pattern of insider-trading, and after extensive discovery secured a settlement returning $16.25 million in cash to the Company, including a significant contribution from the insider traders. As Executive Committee counsel in In re CNX Gas Corp. S’holders Litig., 4 A.3d 397 (Del. Ch. 2010), Levi & Korsinsky obtained a landmark ruling from the Chancery Court of Delaware which set forth a unified standard for assessing the rights of shareholders in the context of freeze-out transactions – and which ultimately led to a common fund recovery of over $42.7 million for the company’s stockholders. And in Minerva Group LP v. Mod-Pac Corp., et al. Index No. 800621/2013 (Erie County, New York Supreme Court 2013), Levi & Korsinsky recovered $2.4 million for shareholders.

Courts have acknowledged our track record of success in achieving real benefits for shareholders and, as a result, courts have repeatedly selected Levi & Korsinsky as lead counsel to lead the fight on behalf of shareholders. For example, Vice Chancellor Laster recently named Levi & Korsinsky co-lead counsel for In re Astex Pharmaceuticals, Inc. Stockholders Litigation, C.A. No. 8917-VCL (Del. Ch. 2013). Also, Levi & Korsinsky was selected from a crowded field as co-lead counsel for In re E-Trade Shareholder Litigation, No. 07-cv-8538 (S.D.N.Y. 2007), a landmark securities fraud class action that arose out of the mortgage crisis, which has crippled the economy since at least 2008. Levi & Korsinsky’s successful prosecution of the case resulted in a $79 million settlement for the shareholder class. . We have also been selected by the court as sole lead counsel for shareholder classes in such cases as Fuller v. Pfenniger, Jr., et. al. (Continucare), C.A. No. 20537CA04 (Cir. Ct. Fla. 2011), in In re Integral Systems Inc., C.A. No. 13-C-11-086902 (Cir. Ct. MD. 2011) and in Hirsch v. Rayden, et. al. (Tween Brands), C.A. No. 4845 (Del. Ch. 2009), in which Levi & Korsinsky successfully forced defendants to disclose material facts concerning these proposed mergers that were previously concealed from shareholders, and as co-lead counsel in Mozenter v. Nalco Holding Co, et al. No. 2011 MR 001043 (Cir. Ct. Ill. 2011).


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In addition to their successes in the courtroom, our attorneys also find the time to give back to the local and global community. Members of the Firm have served on the boards and participated in various organizations such as Mental Health Advocacy Services, a New Way of Life, Reentry Project, and the Rotary Club of Wall Street. Our attorneys have done pro bono criminal defense work for indigent defendants in federal court under the Criminal Justice Act, assisted small businesses in the aftermath of September 11, 2001, provided services to battered women in family court, and assisted people living with AIDS with wills. Our attorneys have also partnered with the United Nations Association’s Young Professionals to raise funds for the victims of the earthquake in Haiti and Big Brothers Big Sisters to mentor a child.


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OUR ATTORNEYS

MEMBERS

Joseph E. Levi is a Founding Partner of the firm and a central figure in shaping and managing the firm’s securities litigation practice. Mr. Levi has been lead or co-lead in dozens of cases involving the enforcement of shareholder rights in the context of mergers & acquisitions and securities fraud. In addition to his involvement in class action litigation, Mr. Levi has represented numerous patent holders in enforcing their patent rights in areas including computer hardware, software, communications and information processing, and has been instrumental in obtaining substantial awards and settlements.

Education: Brooklyn Law School, J.D. (1995), magna cum laude; Polytechnic University, B.S. (1984), summa cum laude, MS (1986).

Admissions: New York; New Jersey (1996); United States Patent and Trademark Office (1997); United States District Court, Southern District of New York (1997); United States District Court, Eastern District of New York (1997).

Eduard Korsinsky is a Founding Partner of the firm. For more than 16 years Mr. Korsinsky has represented clients in securities cases, derivative actions, consumer fraud and complex commercial matters. Mr. Korsinsky has been named a New York “Super Lawyer” by Thompson Reuters and is recognized as one of the country’s leading practitioners in class and derivative matters.

Cases which Mr. Korsinsky has litigated include: In re NCS Healthcare, Inc. Securities Litigation, CA 19786, Court of Chancery of the State of Delaware, County of New Castle (case settled for approximately $100 million); Paraschos, et al. v. YBM Magnex International, Inc., et al., No. 98-CV-6444, U.S. District Court, Eastern District of Pennsylvania (United States and Canadian cases settled for $85 million Canadian); In re Quintiles Transnational Corp., et. al., 02 CVS 5348, State of North Carolina, County of Durham; Key Equity Investors, Inc., et. al. v. Lexent Inc., et al., CA 20177, Court of Chancery of the State of Delaware County of New Castle; In re Livent, Inc. Securities Litigation, 98-CIV-5686 (RWS), U.S. District Court, Southern District of New York.; In re Shopping.com, Inc. Securities Litigation, No. C-98-3255-ER (BQRx), U.S. District Court, Central District of California ($4.5 million settlement); In re Advanced Health Corporation Securities Litigation, 98-CV-4647 (BDP), U.S. District Court, Southern District of New York (settlement of $2,954,790 plus attorneys' expenses); In re Schein Pharmaceutical, Inc. Securities Litigation, Master Docket No. 98-4311 (JCL), U.S. District Court, District of New Jersey ($8 million settlement); In re CyberCare Inc. Securities Litigation, Case No. 00-8404-CIV-RYSKAMP/VITUNAC, U.S. District Court, Southern District of Florida


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(settled for $3.1 million in cash plus 4,000,000 shares in CyberCare stock); In re ThermoRetec Securities Litigation, No. 17601-NC, Court of Chancery of the State of Delaware, New Castle County (settled for $750,000 plus expenses); Adler, et. al. v. Ribozyme, et al., No. 99-B-2235, U.S. District Court, District of Colorado (settled for $3 million); Lacoff v. Buena Vista Publ., Inc., No. 606005/98, Supreme Court of the State of New York, New York County, 2000 N.Y. Misc. LEXIS 25, January 28, 2000 (co-lead counsel with former New York State Attorney General G. Oliver Koppel) (settled for non-cash consideration valued at several million dollars); Pavel v. E-Stamp Corp., CV 798624, Superior Court of the State of California, County of Santa Clara (settled for non-cash consideration valued at approximately $2.2 million); Chiarenza v. Curtis International Ltd., 01 Civ. 5381 (MGC), U.S. District Court, Southern District of New York (settled for approximately $615,000).

Education: New York University School of Law, LL.M, Master of Law(s) Taxation (1997); Brooklyn Law School, J.D. (1995); Brooklyn College, B.S. (1992) summa cum laude, Accounting.

Admissions: New York (1996); New Jersey (1996); United States District Court, Southern District of New York (1998); United States District Court, Northern District of New York (2011); United States District Court, Eastern District of New York (1998); United States Court of Appeals for the Second Circuit (2006); United States District Court of New Jersey (2012); United States Court of Appeals for the Sixth Circuit (2013).

Publications:

Delaware Court Dismisses Compensation Case Against Goldman Sachs, ABA Section of Securities Litigation News & Developments (Nov. 7, 2011),

SDNY Questions SEC Settlement Practices in Citigroup Settlement, ABA Section of Securities Litigation News & Developments (Nov. 7, 2011),

New York Court Dismisses Shareholder Suit Against Goldman Sachs, ABA Section of Securities Litigation News & Developments (Oct. 31, 2011)

Mr. Korsinsky has served as an editor of the American Bar Association’s Securities Litigation Section’s newsletter and is a member of the American Bar Association’s Derivative Suits Subcommittee.

Donald J. Enright is a Member of the firm. During his 17 years as a litigator and trial lawyer, Mr. Enright has handled matters in the fields of securities, commodities, consumer fraud and commercial litigation, with a particular focus on shareholder M&A and securities fraud class action litigation. He has been named a Washington, DC “Super Lawyer” by Thomson Reuters, as well as one of Washington’s “Top Lawyers” by


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Washingtonian magazine, developing a track record of achieving victories in federal trials and appeals, including Nathenson v. Zonagen, Inc., 267 F. 3d 400, 413 (5th Cir. 2001); SEC v. Butler, 2005 U.S. Dist. LEXIS 7194 (W.D. Pa. April 18, 2005); and Belizan v. Hershon, 434 F. 3d 579 (D.C. Cir. 2006).

Indeed, Mr. Enright has played a leadership role in numerous securities and shareholder class actions from inception to conclusion. His leadership has produced multi-million dollar recoveries in shareholder class actions involving such companies as Allied Irish Banks PLC, Iridium World Communications, Ltd., En Pointe Technologies, Inc., PriceSmart, Inc., Polk Audio, Inc., Meade Instruments Corp., Xicor, Inc., Streamlogic Corp., Interbank Funding Corp., Riggs National Corp., UTStarcom, Inc., and Manugistics Group, Inc. Most recently, in In re: CNX Gas Corp. Shareholders Litigation, C.A. No. 53377-VCL, in which Levi & Korsinsky served upon plaintiffs’ Executive Committee, Mr. Enright helped obtain the recovery of a common fund of over $42.7 million for stockholders. Mr. Enright also has a successful track record of obtaining injunctive relief in connection with shareholder M&A litigation, having won preliminary injunctions or other injunctive relief in the cases of In re: Portec Rail Products, Inc. Shareholder Litigation, G.D. 10-3547 (Ct. Com. Pleas Pa. 2010), In re Craftmade International, Inc. Shareholders Litigation, C.A. No. 6950-VCL (Del. Ch. 2011), Dias v. Purches, et al., C.A. No. 7199-VCG (Del. Ch. 2012), and In re Complete Genomics, Inc. Shareholder Litigation, C.A. No. 7888-VCL (Del. Ch. 2012).

Mr. Enright has also demonstrated considerable success in obtaining monetary recoveries and deal price increases for shareholders in M&A litigation. As co-lead counsel in the matter of In re Great Wolf Resorts, Inc. Shareholder Litigation, C.A. No. 7328-VCN, Mr. Enright was partially responsible for a $93 million (57%) increase in merger consideration and waiver of several “don’t-ask-don’t-waive” standstill agreements that were precluding certain potential bidders from making a topping bid for the company. Similarly, Mr. Enright served as co-lead counsel in the case of Berger v. Life Sciences Research, Inc., No. SOM-C-12006-09 (NJ Sup. Ct 2009), which caused a significant increase in the transaction price from $7.50 to $8.50 per share, representing additional consideration for shareholders of approximately $11.5 million. And most recently, representing a substantial institutional investor, Mr. Enright served as co-lead counsel in Minerva Group, LP v. Keane et al., Index No. 800621/2013 (Supreme Court of Erie County, NY), and obtained a settlement in which Defendants increased the price of an insider buyout from $8.40 to $9.25 per share.

The courts have consistently recognized and praised the quality of Mr. Enright’s work. For example, in In re Interbank Funding Corp. Securities Litigation (D.D.C. 02-1490),


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Judge Bates of the United States District Court for the District of Columbia observed that Mr. Enright had “skillfully, efficiently, and zealously represented the class, and . . . worked relentlessly throughout the course of the case.” Similarly, in Freeland v. Iridium World Communications, LTD, (D.D.C. 99-1002), Judge Nanette Laughrey stated that Mr. Enright had done “an outstanding job” in connection with the recovery of $43.1 million for the shareholder class.

Education: George Washington University School of Law, J.D. (1996), where he was a Member Editor of The George Washington University Journal of International Law and Economics from 1994 to 1996. Drew University, B.A. cum laude (1993), Political Science and Economics.

Admissions: Maryland (1996); New Jersey (1996); District of Maryland (1997); District of New Jersey (1997); United States District Court for the District of Columbia (1999); United States Court of Appeals for the District of Columbia (2004); Second Circuit (2005); Third Circuit (2006); Fourth Circuit (1999); Fifth Circuit (1999).

Publications: His published securities litigation-related articles include:

“SEC Enforcement Actions and Investigations in Private and Public Offerings,” Securities: Public and Private Offerings, Second Edition, West Publishing 2007.

“Dura Pharmaceuticals: Loss Causation Redefined or Merely Clarified?” J. Tax'n & Reg. Fin. Inst. September/October 2007, Page 5.

Nicholas I. Porritt is a Member of the firm and prosecutes shareholder class actions, derivative actions, and mergers and acquisitions litigation. Mr. Porritt has extensive experience representing plaintiffs and defendants in a wide variety of complex commercial litigation, including civil fraud, breach of contract and professional malpractice as well as defending SEC investigations and enforcement actions. Some of Mr. Porritt’s cases include Cozzarelli v. Inspire Pharmaceuticals, Inc., 549 F.3d 618 (4th Cir. 2008); Teachers’ Retirement System of Louisiana v. Hunter, 477 F.3d 162 (4th Cir. 2007); In re PEC Solutions, Inc. Securities Litigation, 418 F.3d 379 (4th Cir. 2005); Ferre v. McGrath, 2007 WL 1180650 (S.D.N.Y. Feb. 16, 2007); and Shiring v. Tier Technologies, Inc., 244 F.R.D. 307 (E.D. Va. 2007).

Before joining Levi & Korsinsky, Mr. Porritt practiced as a partner at Akin Gump Strauss Hauer & Feld LLP and prior to that was a partner at Wilson Sonsini Goodrich & Rosati PC.

Education: University of Chicago Law School, J.D., (1996) where he graduated with honors. University of Chicago Law School, LL.M., (1993). Victoria University of


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Wellington, LL.B. (Hons.) (1990), where he graduated with First Class Honors and was the recipient of a Senior Scholarship.

Admissions: District of Columbia (1998); New York State (1997); United States District Court for the Southern District of New York; United States District Court for the Eastern District of New York; United States District Court for the District of Columbia; United States District Court for the District of Maryland; United States Supreme Court; United States Courts of Appeal for the Second Circuit, Fourth Circuit, Fifth Circuit, and Eleventh Circuit; District of Columbia Circuit; Solicitor of the Senior Courts of England & Wales.

Shannon L. Hopkins is a Member of the firm. For more than a decade Ms. Hopkins has been prosecuting a wide-range of complex class action matters in securities fraud, mergers and acquisitions, and consumer fraud litigation. Prior to joining Levi & Korsinsky LLP, Ms. Hopkins was associated with Entwistle & Cappucci, LLP and Milberg, LLP, where she represented individuals and large institutional clients in the prosecution of complex class action litigation matters.

Ms. Hopkins has played a lead role in numerous shareholder securities fraud and merger and acquisition matters and has been involved in recovering multi-million dollar settlements on behalf of shareholders, including: In re CMS Energy Sec. Litig., Civil No. 02 CV 72004 (GCS) (E.D. Mich. Sept. 6, 2007) ($200 million recovery); In re Sears, Roebuck and Co. Sec. Litig., No. 02-cv-07527 (N.D. Ill. Jan. 8, 2007) ($200 million recovery); In re El Paso Electric Co. Sec. Litig., No. Civil Action No. 3:03-cv-00004-DB (W.D. Tex. Sept. 15, 2005) ($10 million recovery); In re Novastar Fin. Sec. Litig., 4:04-cv-00330-ODS (W.D. Missouri Apr. 14, 2009) ($7.25 million recovery).

The quality of Ms. Hopkins work as been noted by courts. For example, in In re Health Grades, Inc. Shareholder Litigation, C.A. No. 5716-VCS, in which Ms. Hopkins was significantly involved with the briefing of the preliminary injunction motion, Vice Chancellor Strine “applaud[ed]” co-lead counsel for their preparation and the extraordinary high-quality of the briefing.

In addition to her legal practice, Ms. Hopkins is a Certified Public Accountant (1998 Massachusetts). Prior to becoming an attorney, Ms. Hopkins was a senior auditor with PricewaterhouseCoopers LLP, where she led audit engagements for large publicly held companies in a variety of industries.

Education: Suffolk University Law School, (2003), magna cum laude, where she served on the Journal for High Technology and as Vice Magister of the Phi Delta Phi International Honors Fraternity. Bryant University, B.S.B.A. (1995) cum laude,


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Accounting and Finance where she was elected to the Beta Gamma Sigma Honor Society.

Admissions: Massachusetts (2003); United States District Court for the District of Massachusetts (2004); New York (2004); United States District Court for the Southern District of New York and Eastern District of New York (2004); United States Court of Appeals for the First Circuit (2008) and Third Circuit (2010).

Publications: Ms. Hopkins has published the following articles concerning cutting edge technology issues:

The Cybercrime Convention Does Not Provide Substantive Lawmaking Guidance, http://cyber.law.harvard.edu/netdialgue/discussion/?p=23 (2005).

Cybercrime Convention: A Positive Beginning to a Long Road Ahead, 2 J. High Tech. L. 101 (2003).

Shane T. Rowley is a Member of the firm and has represented clients in class actions since 1991.

Mr. Rowley has amassed extensive experience in complex litigation. For example, in Brickell Partners v. Emerging Communications, Inc., Civil No. 16415 (Del. Ch. 1998), Mr. Rowley, as sole class counsel in conjunction with counsel for a co-litigant hedge fund, was instrumental in establishing new law and new standards for determining the fiduciary duties of corporate directors, especially directors that have specialized backgrounds (such as, accountants, lawyers, financial experts, etc.). The Brickell Partners action was litigated vigorously by Mr. Rowley for over four years, including a six week trial, after which the Court returned a verdict in favor of plaintiff. The landmark decision is now reported as In re Emerging Communs., Inc. S’holders Litig., No. 16415, 2006 Del. Ch. LEXIS 25 (Del. Ch., Jan. 9, 2006).

Mr. Rowley has recovered hundreds of millions of dollars for shareholders of publicly traded companies. For instance, as co-lead counsel, in Rice v. Lafarge North America, Inc., No. 268974-V (Montgomery Cty., Md. Circuit Ct.), representing the public shareholders of Lafarge North America (“LNA”) in challenging the buyout of LNA by its French parent, Lafarge S.A., at the original offer price of $75 per share. Following discovery and extensive injunction motion practice by Mr. Rowley and his co-counsel, the price per share was increased from $75 to $85.50 per share, representing a total benefit to the public shareholders of $388 million.

Also, in In re Fox Entertainment Group, Inc. S'holders Litig., Consolidated C.A. No. 1033-N (Del. Ch. 2005), Mr. Rowley, as co-lead counsel, was responsible for creating


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an increased offer price from the original proposal to shareholders, which represented an increased benefit to Fox Entertainment Group, Inc. shareholders of $450 million.

Mr. Rowley is a citizen of the United States of America and Ireland and is admitted to practice in both countries.

Education: Honorable Society of Kings Inns, Dublin, B.L. (1989); Trinity College (Dublin, Ireland), LL.B. (1987).

Admissions: New York (1990); United States District Courts for the Eastern District of New York (1993) and Southern District of New York (1993); United States District Court for the District of Colorado (1999).

OF COUNSEL

Michael H. Rosner is Of Counsel with the firm.

Mr. Rosner focuses his practice on representing shareholders of public companies in class action and derivative litigation seeking recovery for corporate wrongdoing, particularly with respect to mergers and acquisitions and executive compensation. Recent successes on behalf of shareholders include the obtaining of a preliminary injunction against the merger of Occam Networks, Inc. and Calix, Inc. due to material misrepresentations and omissions in the proxy statement by which the shareholders were solicited to vote for the merger. See Steinhardt v. Howard-Anderson, et al., No. 5878-VCL (Del. Ct. Ch. Jan. 24, 2011). Mr. Rosner continues to lead the litigation effort on behalf of former Occam shareholders to recover money damages for alleged breaches of fiduciary by Occam's Board of Directors in connection with the merger.

Another of Mr. Rosner’s recent victories for shareholders was in litigation challenging the acquisition of Health Grades, Inc. by affiliates of Vestar Capital Partners, L.P. In that case, Mr. Rosner and his co-counsel successfully demonstrated to the Delaware Court of Chancery that the defendants had likely breached their fiduciary duties to Health Grades' shareholders by failing to maximize value as required by Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986). See Weigard v. Hicks, et al., No. 5732-VCS (Del. Ct. Ch. Sept. 3, 2010) (“Health Grades”).

Using the Court’s favorable ruling, Mr. Rosner and co-counsel in Health Grades were successful in reaching a settlement in which defendants agreed to, among other things, modify the merger agreement (including by reducing the termination fee, imposing a “majority of the minority” requirement, and reducing the period of notice to the buyer before Health Grades could enter into a superior proposal), as well as to create and


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empower an independent committee, extend the tender offer so as to allow other potential bidders an opportunity to make a competing bid, and issue a “Fort Howard” press release affirmatively stating that the company “will provide information to, and engage and participate in good faith discussions and negotiations with, any third party” making a bona fide written acquisition proposal. Vice Chancellor Strine “applaud[ed]” Mr. Rosner and co-counsel for their preparation and the extraordinary high-quality of the briefing.

Mr. Rosner has also had success at the appellate level, persuading the Second Circuit Court of Appeals to reverse the District Court’s dismissal of derivative claims seeking to recover excessive compensation granted to officers and directors of Goldman Sachs. See Bader v. Goldman Sachs Group, Inc., et al., No. 10-4364-cv, 2011 WL 6318037 (2d Cir. Dec. 19, 2011).

Education: Fordham University School of Law, J.D. (2000), magna cum laude, where he served on the Fordham Law Review and was President of the Chess Club; State University of New York at Albany, B.A. (1997), summa cum laude, where he was elected to Phi Beta Kappa.

Admissions: New York (2001); United States District Courts for the Southern District of New York (2001) and Eastern District of New York (2001); United States Court of Appeals for the Second Circuit (2005).

Publications: Co-authored Seeking Subprime Solutions: Fed Action, Legislation and Litigation Address the Subprime Mess, Global Securitization Guide (May 2008) and Legislative and Regulatory Developments in U.S. Securitizations, Global Securitization Guide (May 2007). Assisted in the preparation of Pay, Performance and Proxies: The Latest in Executive Compensation, Fund Management Legal & Regulatory Report (March 2007).

Nancy A. Kulesa is Of Counsel with the firm.

Ms. Kulesa has extensive experience in complex litigation in federal and state courts, including securities litigation, Employee Retirement Income Security Act of 1974 (ERISA) litigation, consumer fraud litigation, mergers and acquisitions cases and antitrust litigation.

Ms. Kulesa is involved in all of the Firm’s practice areas, with a primary focus on securities litigation and institutional investor relations. Ms. Kulesa directs the Firm’s Portfolio Monitoring Services and assists clients in identifying material losses in their securities portfolios caused by corporate wrongdoing. Ms. Kulesa consults with investors regarding securities litigation, corporate governance and shareholder rights.


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Ms. Kulesa has been involved in numerous securities fraud litigations which have recovered millions of dollars for shareholders including: In re CIT Group Securities Litigation, 1:08-06613 (S.D.N.Y.) ($75 million); Klugmann v. American Capital Ltd., 09-cv-0005 (D. Md.) ($18 million); In re Nuvelo, Inc. Securities Litigation, 07-cv-4056 (N.D. Cal) ($8.9 million); and Bauer v. Prudential, Inc., 09-cv-1120 (JLL) (D. NJ) ($16.5 million).

Prior to joining Levi & Korsinsky LLP, Ms. Kulesa practiced at Izard Nobel, LLP where she represented investors in securities class actions and employees under ERISA. Ms. Kulesa has experience in representing corporations seeking antitrust clearance of mergers and acquisitions and has also handled commercial litigation matters and contractual disputes.

Education: University of Connecticut School of Law, J.D. (2001); Fordham University, B.A. (1998), International Politics. Admissions: Connecticut (2001); United States District Court for the District of Connecticut (2004).

ASSOCIATES

Steven J. Purcell is an Associate with the firm. Mr. Purcell has substantial experience in a wide variety of complex litigation and regulatory proceedings, including matters involving antitrust, bankruptcy, contract, derivative, employment and securities laws, in various state and federal courts around the country.

Education: University of Minnesota Law School, J.D. magna cum laude (2001), Order of the Coif; Bridgewater State College, B.S. summa cum laude (1998).

Admissions: New York (2002); United States District Court, Eastern District of New York (2002); United States District Court, Southern District of New York (2002); United States Court of Appeals for the Second Circuit (2007); United States Supreme Court (2007).

Julia J. Sun is an Associate with the firm. Ms. Sun represents investors in a variety of complex class actions, including securities class actions and shareholder derivative actions in federal and state courts. In particular, she represents shareholders in litigation arising from mergers and acquisitions.

Ms. Sun has played an important role in the prosecution of: Spahn v. Edward D. Jones & Co., et al., 04 cv 00086 (HEA), a federal class action alleging inadequate disclosure to clients of the company’s “preferred funds program,” which resulted in the successful recovery of $127.5 million for investors; Bachman v. A.G. Edwards, Inc., et al., Cause No. 22052-01266-03 (St. Louis County Circuit Court, MO), which alleged fiduciary


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breach and unjust enrichment, and resulted in a recovery for the class valued at $60 million; and Conditionally Certified Class of Certain Former Summit Bancorp Shareholders v. FleetBoston Financial Corporation, et al., C.A. 2:08-cv-04947-GEB-MCA, which charged defendants with violations of the Securities Act and recovered $5.5 million for the class.

She was also responsible for the coordination of several complex actions under Section 36(b) of the Investment Company Act of 1940 and certain other federal and state laws, arising from the payment of excessive fees to investment advisers and distributors of large mutual fund families, including Forsythe v. Massachusetts Financial Services Co., No. 04 cv 10584 (GAO) and In re RS Funds, 04 cv 3798 (JFM) (In re Mutual Funds Investment Litig., MDL 1586, 04-MD-15863 (JFM)).

Education: Brooklyn Law School, J.D. (2003); Barnard College, B.A. (1998).

Admissions: New York (2004); New Jersey (2004); United States District Court for the District of New Jersey (2004); United States District Courts for the Eastern and Southern Districts of New York (2006).

Douglas E. Julie is an Associate with the firm. Mr. Julie was selected as a “Rising Star” by Super Lawyers in 2012 and 2013.

Education: New York University School of Law, J.D. (2004) where he served of the editorial board of the Annual Survey of American Law; Cornell University, B.S. (2001) Industrial and Labor Relations where he interned in the Office of Senator Edward M. Kennedy.

Admissions: New York, (2005); United States Court of Appeals for the Sixth Circuit (2012); United States District Courts for the Southern District of New York (2005) and Eastern District of New York (2005).

Robert H. Lefkowitz is an Associate with the firm.

Education: Benjamin N. Cardozo School of Law, J.D. (2005) magna cum laude where he served as a Notes Editor on the Cardozo Law Review; Binghamton University, B.S. (2001) summa cum laude, Finance.

Admissions: New York (2006).

Publications: The Filing of a Bankruptcy Petition in Violation of 11 U.S.C. § 109(g): Does it Invoke the Automatic Stay, 26 Cardozo L. Rev. 297.

Elizabeth K. Tripodi is an Associate with the firm. Ms. Tripodi focuses her current practice on shareholder litigation, with an emphasis on corporate mergers and


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acquisitions and derivative actions. She represents shareholders of companies whose shares are being acquired through mergers, acquisitions, tender offers, and other change-in-control transactions. Ms. Tripodi also represents shareholder clients derivatively when they seek to hold the company's officers and directors accountable for corporate malfeasance.

Ms. Tripodi was recently a key part of the litigation team that won a preliminary injunction in Delaware Chancery Court in the matter of In re Craftmade International, Inc. Shareholders Litigation, C.A. No. 6950-VCL (Del. Ch. 2011). In that case, Ms. Tripodi and Levi & Korsinsky were successful in obtaining substantial supplemental disclosures of previously concealed facts concerning a proposed merger transaction, and further convinced the Court to order the defendants to make a “Fort Howard” release to cure a likely breach of the defendants' fiduciary duty of care.

Prior to joining Levi & Korsinsky LLP, Ms. Tripodi was a member of the litigation team that served as lead counsel in, and was responsible for, the successful prosecution of numerous class actions, including: Rudolph v. UTStarcom (stock option backdating litigation obtaining a $9.5 million settlement); Grecian v. Meade Instruments (stock option backdating litigation obtaining a $3.5 million settlement); In re Portec Rail Products, Inc. S’holder Litig. (successfully obtained a preliminary injunction of the tender offer and merger between Portec and L.B. Foster Company).

Education: American University Washington College of Law (2006) cum laude where she served as Editor in Chief of the Business Law Brief, was a member of the National Environmental Moot Court team and interned for Environmental Enforcement Section at the Department of Justice; Davidson College B.A. (2000) Art History.

Admissions: Virginia (2006); District of Columbia (2008); United States District Court for the Eastern District of Virginia (2006); United States District Court for the District of Columbia (2010).

Thomas M. Gottschlich is an Associate with the firm, focusing in prosecuting shareholder, consumer, and anti-trust class actions.

During law school, Mr. Gottschlich interned at the Department of Justice's Federal Tort Claims Act Section, interned for the Honorable Ricardo M. Urbina at the U.S. District Court for the District of Columbia, and interned for the Honorable Mary Katherine Huffman at the Montgomery County, Ohio Court of Common Pleas.

Education: American University Washington College of Law, J.D. (2009), where he was a member of the American University Law Review; American University, B.A. (2005) International Studies, Spanish minor.


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Admissions: New York (2009); District of Columbia (2011); United States District Court, Southern District of New York (2012); United States District Court, Eastern District of New York (2012).

Danielle Rowland Lindahl is an Associate with the firm.

Education: Benjamin N. Cardozo School of Law, J.D. (2010); Princeton University, A.B. (2005).

Admissions: The State of New York (2011); District of Columbia (2012).

Ms. Rowland Lindahl is a member of the American Bar Association, the New York State Bar Association, the New York City Bar Association, and the New York County Lawyers Association.

Daniel H. Adler is an Associate with the firm.

Education: Seton Hall University School of Law, J.D. (2010); Brandeis University, B.A. (2007) Politics.

Admissions: New Jersey (2010); New York (2011); United States District Court - District of New Jersey (2010); United States District Courts for the Southern District of New York and Eastern District of New York (2012); United States Court of Appeals for the Third Circuit (2012).

Adam Apton is an Associate with the firm. Mr. Apton has served as an Articles Editor for the New York Law School Law Review and interned for the Honorable Carolyn E. Demarest of the New York State Supreme Court, Commercial Division.

Mr. Apton has been litigating complex mass tort, commercial, and products liability actions since graduating law school in 2009.

Education: New York Law School, J.D. (2009); University of Minnesota, B.A. (2006) Entrepreneurial Management & Psychology.

Admissions: New York (2010); United States District Courts for the Southern District of New York and Eastern District of New York (2010); District of Columbia (2013).

Justin G. Sherman is an Associate with the firm.

Education: New York Law School, J.D. (cum laude, 2011), where he was a Notes & Comments Editor on the New York Law School Law Review; Hamilton College, B.A. (2008) World Politics Major, Spanish Minor.


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Admissions: New Jersey (2011); New York (2012); United States District Court for the District of New Jersey (2012).

Matthew P. Rand is an Associate with the firm.

Education: New York University School of Law, J.D. (2010); London School of Economics, M.A. (2007) International Politics; Vassar College, B.A. (2005) Political Science.

Admissions: New York (2011).

Sarah Myers-Mutschall is an Associate with the firm. She was a member of the George Washington Law Review while earning her J.D.

Education: The George Washington University Law School, J.D. cum laude (2012); The College of William and Mary, B.B.A. magna cum laude (2005) Finance and Russian Studies.

Admissions: Virginia (2012); United States District Court for the Eastern District of Virginia (2013); District of Columbia (2013).

William J. Fields is an Associate with the firm. He was a Law Clerk in the Second Circuit Court of Appeals – Staff Attorney’s Office. Mr. Fields is a member of the New York City Bar Association and serves on the New York City Affairs Committee.

Education: Cornell Law School, J.D. (2011); University of Connecticut, B.A., cum laude (2008).

Admissions: New York (2012); New Jersey (2012).

Sebastian Tornatore is an Associate with the firm. Mr. Tornatore has worked for Connecticut judges and has extensive experience with the Connecticut judicial system. While attending The University of Connecticut School of Law, he served as an Executive Editor of the Connecticut Law Review and as a member of the Connecticut Moot Court Board.

Education: The University of Connecticut School of Law, J.D. (2012); Boston College, B.A. (2008) Political Science.

Admissions: Massachusetts (2012); Connecticut (2012). Application for admission to New York pending.

Stephanie Bartone is an Associate with the firm. She served as Symposium Editor of the Connecticut Law Review while attending the University of Connecticut School of Law.


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Education: The University of Connecticut School of Law, J.D. (2012); University of New Hampshire, B.A. summa cum laude (2008) Psychology and Justice Studies.

Admissions: Connecticut (2012); Massachusetts (2012).

Alexander Krot is an Associate with the firm.

Education: Georgetown University Law Center, LL.M. (2011) Securities and Financial Regulation with Distinction; American University, Kogod School of Business, MBA (2012); American University Washington College of Law, J.D. (2010); The George Washington University, BBA (2003) concentrations in Finance and International Business.

Admissions: Maryland (2011), only and under the supervision of the partners of Levi & Korsinsky LLP. Application for admission to the District of Columbia pending.

Michael B. Ershowsky is an Associate with the firm.

Education: Brooklyn Law School, J.D. (2013), where he earned a Certificate in Business Law; University of Miami, B.A. (2006) History.

Admissions: New York Bar admission pending.

STAFF

David Cohen is an investigator with the firm. Since 2000 he has focused on helping attorneys strengthen their evidence in various litigation matters, such as securities class action, consumer, and merger and acquisition matters. Mr. Cohen also served as a Safety and Health Investigator for the United States Department of Labor—Occupational Safety and Health Administration, from April 1997 until September 2000. While at OSHA, Mr. Cohen investigated job discrimination allegations pertaining to workplace safety and health. Amongst his duties, he enforced statues pertaining to tractor trailer regulations and nuclear regulatory matters. Mr. Cohen also worked as a fraud investigator for the City of New York Office of Revenue and Investigation, from June 1995 until April 1997. In this capacity, he investigated fraudulent claims for welfare benefits through home visits to clients.

Education: Baruch College, Certificate in Accounting (2000); John Jay College of Criminal Justice, M.A. (1998) Criminal Justice; Yeshiva University, B.A. (1995) History and A.A. (1995) Judaic Studies.

Certifications: Certified Fraud Examiner; Private Investigator Licensure in New York and Maryland.


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