Motion-Secondary: Sonny St. John Individually and on Behalf of All Others Similarly Situated, v. Cloopen Group Holding Limited, Changxun Sun, Yipeng Li, Kui Zhou, Qingsheng Zheng, Xiaodong Liang, Zi Yang, Ming Liao, Feng Zhu, Lok Yan Hui, Jianhong Zhou, Ching Chiu, Cogency Global Inc., Colleen A. Devries, Goldman Sachs (Asia) L.L.C., Citigroup Global Markets, Inc., China International Capital Corporation Hong Kong Securities Limited, Tiger Brokers (Nz) Limited, Futu, Inc.

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                                FILED: NEW YORK COUNTY CLERK 01/16/2024 06:41 PM         INDEX NO. 652617/2021
NYSCEF DOC. NO. 150                                RECEIVED NYSCEF: 01/16/2024




                            EXHIBIT C
FILED: NEW YORK COUNTY CLERK 01/16/2024 06:41 PM                             INDEX NO. 652617/2021
NYSCEF DOC. NO. 150                                                    RECEIVED NYSCEF: 01/16/2024




         SUPREME COURT OF THE STATE OF NEW YORK
         COUNTY OF NEW YORK: COMMERCIAL DIVISION
          x
         SONNY ST. JOHN, Individually and on Behalf of :
         All Others Similarly Situated,                :
                                                       :
                                    Plaintiff,         : Index No. 652617/2021
                        v.                             :
                                                       :
         CLOOPEN GROUP HOLDING LIMITED,                : Part 53: Hon. Andrew Borrok
         CHANGXUN SUN, YIPENG LI, KUI ZHOU,            :
         QINGSHENG ZHENG, XIAODONG LIANG, ZI           :
         YANG, MING LIAO, FENG ZHU, LOK YAN HUI, :
         JIANHONG ZHOU, CHING CHIU, COGENCY            :
                                                       :
         GLOBAL INC., COLLEEN A. DEVRIES,
                                                       :
         GOLDMAN SACHS (ASIA) L.L.C., CITIGROUP
                                                       :
         GLOBAL MARKETS INC., CHINA                    :
         INTERNATIONAL CAPITAL CORPORATION             :
         HONG KONG SECURITIES LIMITED, TIGER           :
         BROKERS (NZ) LIMITED, and FUTU, INC.          :
                                                       :
                                                       :
                                    Defendants.        :
          x


                      [PROPOSED] ORDER APPROVING ATTORNEYS’ FEES,
                        LITIGATION EXPENSES, AND SERVICE AWARDS
FILED: NEW YORK COUNTY CLERK 01/16/2024 06:41 PM                                                INDEX NO. 652617/2021
NYSCEF DOC. NO. 150                                                                     RECEIVED NYSCEF: 01/16/2024




                   WHEREAS, the Parties, through their counsel, have agreed, subject to judicial approval

          following issuance of notice to the Settlement Class and a Fairness Hearing, to settle and dismiss

          with prejudice this Action upon the terms and conditions set forth in the Parties’ Stipulation of

          Settlement, dated August 16, 2023 (the “Stipulation”);

                   WHEREAS, on October 5, 2023, the Court issued its Order Granting Preliminary Approval

          of Class Action Settlement, for Issuance of Notice to the Settlement Class, and for Scheduling of

          Fairness Hearing in this Action (the “Preliminary Order”) (NYSCEF No. 112);

                   WHEREAS, it appears in the record that the Notice substantially in the form approved by

          the Court in its Preliminary Order was mailed to all reasonably identifiable Settlement Class

          Members, and posted on the settlement website established by the Claims Administrator in this

          matter, in accordance with the Preliminary Order; and

                   WHEREAS, it appears in the record that the Summary Notice, substantially in the form

          approved by the Court, was published in accordance with the Preliminary Order;

                   WHEREAS, the Fairness Hearing was held before the Court on January 23, 2024, at 10:30

          a.m., following issuance of notice to the Settlement Class, consistent with the Court’s Preliminary

          Order;

                   WHEREAS, the Court has considered all materials submitted in connection with the Fee

          and Expense Application, and reviewed the relevant standards and factors for assessing the fairness

          and reasonableness of the requested Fee and Expense Application;

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

          THAT:

                   1.     This Order and Final Judgment incorporates by reference the definitions in the

          Stipulation, and all capitalized terms used herein shall have the same meanings as set forth therein.




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FILED: NEW YORK COUNTY CLERK 01/16/2024 06:41 PM                                                INDEX NO. 652617/2021
NYSCEF DOC. NO. 150                                                                     RECEIVED NYSCEF: 01/16/2024




                  2.     The Court has jurisdiction over the subject matter of the Action, the Plaintiffs, all

          Settlement Class Members, and the Defendants.

                  3.     The Court hereby awards attorneys’ fees of _________% of the Settlement

          Amount, plus litigation expenses in the amount of $_______________, together with the interest

          earned thereon for the same time period and at the same rate as that earned on the Settlement Fund

          until paid. The Court finds that the amount of fees awarded is appropriate and that the amount of

          fees awarded is fair and reasonable given the contingent nature of the Action and the substantial

          risks of non-recovery, time and effort involved, and result obtained for the Settlement Class.

                  4.     The Fee and Expense Award and interest earned thereon shall immediately be paid

          from the Settlement Fund subject to the terms, conditions, and obligations of the Stipulation, which

          terms, conditions, and obligations are incorporated herein.

                  5.     Plaintiff Sonny St. John is awarded $_______________.              Such payment is

          appropriate considering his active participation as Class Representative in the State Action, as

          attested by his declaration submitted to the Court. Such payment is to be made from the Settlement

          Fund.

                  6.     Plaintiff Guozhang Wang is awarded $_______________.               Such payment is

          appropriate considering his active participation as Lead Plaintiff in the Federal Action, as attested

          by his declaration submitted to the Court. Such payment is to be made from the Settlement Fund.

          IT IS SO ORDERED.


          DATED: _________________, 2024             ______________________________________
                                                     HON. ANDREW BORROK
                                                     SUPREME COURT OF THE STATE OF NEW YORK,
                                                     NEW YORK COUNTY, COMMERCIAL DIVISION