Motion-Secondary: AUTOMOBILE ANTITRUST CASES I

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                                Zelle Hofmann Voelbel & Mason LLP

44 Montgomery Street ~ Suite 3400

San Francisco, CA 94104

BR wow

Craig C. Corbitt (SBN 83251)

Jiangxiao Athena Hou (SBN 215256)

Michael S. Christian (SBN 212716)

ZELLE HOFMANN VOELBEL & MASON LLP
44 Montgomery Street, Suite 3400

San Francisco, California 94104

Telephone: (415) 693-0700

Facsimile: (415) 693-0770

California Action Liaison Counsel

ELECTRONICALLY
FILED

Superior Court of California,
County of San Francisco

MAR 21 2013

Clerk of the Court
BY: ANNIE PASCUAL
Deputy Clerk

SUPERIOR COURT OF THE STATE OF CALIFORNIA

CITY AND COUNTY OF SAN FRANCISCO

UNLIMITED JURISDICTION

COORDINATION PROCEEDING SPECIAL
TITLE (Rule 1550(b))

AUTOMOBILE ANTITRUST CASES I|
AND II

This Document Relates to:
All Actions

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Judicial Council Coordination
Proceeding Nos, 4298 and 4303

CJC-03-004298 and CJC-03-004303
CLASS ACTION

DECLARATION OF CRAIG C. CORBITT
IN SUPPORT OF PLAINTIFFS’
UNOPPOSED MOTION FOR ORDER
APPROVING DISTRIBUTION OF GMCL
SETTLEMENT FUND

Hon. Richard A. Kramer
Coordination Trial Judge

Date: April 17, 2013
Time: — 9:30 a.m.
Dept.: 303

LC.C.P. Nos. 4298 and 4303

DECLARATION OF CRAIG C, CORBITT IN SUPPORT OF PLAINTIFFS’

UNOPPOSED MOTION FOR ORDER APPROVING DISTRIBUTION OF GMCL

SETTLEMENT FUNDZelle Hofmann Voelbel & Mason LLP

44 Montgomery Street ~ Suite 3400

San Francisco, CA 94104

BR wow

J, Craig C. Corbitt, declare as follows:

1, Tam an attorney-at-law licensed to practice before the courts of the State of
California, and a partner in the law firm Zelle Hofmann Voelbel & Mason LLP, attorneys for
Plaintiffs. I have personal knowledge of the facts stated in this declaration and, if called as a
witness, I could and would testify competently to them. I make this declaration in support of
Plaintiffs’ Unopposed Motion for Order Approving Distribution of GMCL Settlement Fund.

2. In the months following this Court’s approval of the GMCL Settlement, the courts in
related actions in Florida, New Mexico, and Wisconsin held final approval hearings and all entered
orders approving the Settlement and Plan of Allocation, finally certifying the classes in each
respective state for settlement purposes, and directing entry of judgment in favor of GMCL.

3. Attached hereto as Exhibit | is a true and correct copy of the Order Granting
Plaintiffs’ Motion for Final Approval of Class Action Settlement, Application for Fees, Expenses
and Incentive Awards dated May 23, 2012, in Beckford v. General Motors Corporation, et al.,
Eleventh Jud. Cir. Ct., Miami-Dade Cty., Fla., Case No. 03-6443 CA 10.

4. Attached hereto as Exhibit 2 is a true and correct copy of the Order Granting Final
Approval of Settlement dated May 11, 2012, in Corso v. General Motors Corporation, et al., First
Jud. Dist. Ct., Santa Fe Cty., N.M., No. D-101-CV-2003-00668.

5. Attached hereto as Exhibit 3 is a true and correct copy of the Order Granting Final
Approval of Settlement and Plan of Distribution dated May 24, 2012, in Rasmussen v. General
Motors Corporation, et al., Milwaukee Cty., Wis. Cir. Ct., Case No. 03-CV-1828.

6. A separate settlement resolved claims against GMCL in a related action pending in
Tennessee state court, Johnson v. General Motors Corporation, et al., Washington Cty. Chancery
Ct., Case No. 35028 (“Tennessee Action”), The finality of the Settlement here was dependent on
final approval of the settlement in the Tennessee Action. The Tennessee Court approved the
Tennessee settlement on November 14, 2011, and no appeals of that order were taken. Attached
hereto as Exhibit 4 is a true and correct copy of the Final Judgment and Order Approving Settlement

in the Tennessee action.

I

JC.C.P. Nos. 4298 and 4303 DECLARATION OF CRAIG C. CORBITT IN SUPPORT OF PLAINTIFFS”
UNOPPOSED MOTION FOR ORDER APPROVING DISTRIBUTION OF GMCL
SETTLEMENT FUNDZelle Hofmann Voelbel & Mason LLP

44 Montgomery Street - Suite 3400

San Francisco, CA 94104

7. The periods within which to file an appeal have expired for all four State Actions and
the Tennessee Action, with no appeals having been taken.

8. The present value of the GMCL Settlement Fund is $8,224,722.75, which accounts
for withdrawn Court-approved attorneys’ fees and costs.

9. Plaintiffs have been informed that it will cost approximately $4,450.00 to prepare
necessary tax filings for the GMCL Settlement Fund.

10. After deducting outstanding and estimated claims administration costs of $227,527.94
and reserving $4,450.00 for accounting costs, there will be $7,992,744.81 available for distribution.

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

is true and correct. Executed this 21st day of March, 2013 in San Francisco, California.

Chee CorX)

Craig C. Corbhit

3241898v1

2
J.C.C.P. Nos. 4298 and 4303 DECLARATION OF CRAIG C, CORBITT IN SUPPORT OF PLAINTIFFS’
UNOPPOSED MOTION FOR ORDER APPROVING DISTRIBUTION OF GMCL.
SETTLEMENT FUNDEXHIBIT 1IN THE CIRCUIT COURT OF THE
ELEVENTH JUDICIAL CIRCUIT IN AND
FOR MIAMI-DADE COUNTY, FLORIDA
GENERAL JURISDICTION DIVISION

HUMBERTO BECKFORD, CASE NO. 03-6443 CA 10
individually and on behalf of all
others similarly situated,
Plaintiff,
GENERAL MOTORS CORPORATION,
etal,

Defendants,

ORDER GRANTING PLAINTIFFS’ MOTION FOR
FINAL APPROVAL OF CLASS ACTION SETTLEMENT,
APPLICATION FOR FEES, EXPENSES AND INCENTIVE AWARDS

WHEREAS, Plaintiffs’ Motion for Final Approval of Class Action Settlement,
Application for Fees, Expenses and Incentive Awards came on for hearing on May 23, 2012
before the Honorable Peter R. Lopez of the Circuit Court of the Eleventh Judicial Circuit in and
for Miami-Dade County, Florida;

WHEREAS, the Court has presided over the proceedings in the above-captioned action
and has reviewed the pleadings, records and papers on file in this action;

WHEREAS, Plaintiffs and Defendant General Motors of Canada, Limited (“GMCL”)
have entered into a Settlement Agreement dated September 6, 2011. The Settlement Agreement,
which is incorporated herein by this reference, sets the terms and conditions for a settlement and

dismissal of this action as to GMCL;Beckford v. General Motors
Case No. 03-6443 CA 10

WHEREAS, due and adequate notice has been given to the provisionally-certified Florida
Class;

WHEREAS, the Court has considered the fairness of the Settlement Agreement, the
fairness and reasonableness of the requested attorney’s fees, costs and incentive awards, and
there being no objections to the Settlement Agreement or the request for attorneys’ fees, costs
and incentive awards, ail papers filed in connection with the Settlement Agreement, and all other
papers filed and proceedings conducted in this action, and otherwise being fully informed, based
on good cause appearing therefore,

IT IS HEREBY ORDERED:

1. The terms used in this Order, like those used in the accompanying Judgment, have
the meanings assigned to them in the Settlement Agreement.

2. The following terms of this Order, and the accompanying Judgment, shall only
become effective upon the California, New Mexico and Wisconsin Courts granting final
approval to this Settlement and the Tennessee court granting final approval to the separate
Tennessee settlement, and upon satisfaction of all other requirements for the Settlement to
become Final as defined in Paragraph 9 of the Settlement Agreement. Upon entry of this Order
and the accompanying Judgment, the requirements of Paragraph 9(a) and (b) shall be satisfied as
to this Florida Action.

3. The Court has subject matter and personal jurisdiction over Plaintiffs, all
members of the Florida Class, and GMCL, and jurisdiction to finally approve the Settlement
Agreement on behalf of the Florida Class

4, Pursuant to Florida Rule of Civil Procedure 1.220, and consistent with the

requirements of due process, the Court hereby finally approves the Settlement Agreement,Beckford v. General Motors
Case No. 03-6443 Cd 10

including its payment and release provisions. The Court finds that the Settlement Agreement
‘was entered into in good faith, following arm’s-length negotiations, and was not collusive. The
Court further finds and concludes that the Settlement Agreement is in all respects fair,
reasonable, and adequate, and consistent with the requirements of Florida law and all applicable
court mules, including but not limited to Florida Rule of Civil Procedure 1.220, and due process,

5. Pursuant to Florida Rule of Civil Procedure 1.220, the Court hereby finally
certifies, solely for purposes of effectuating the Settlement contemplated in the Settlement
Agreement, a Florida Class as follows:

All persons and entities (excluding government entities, Defendants, and their

parents, subsidiaries, affiliates, officers, and directors) who purchased or leased a

New Motor Vehicle (passenger car, light-duty truck, or sport utility vehicle)

manufactured or distributed by a Defendant,* from an Authorized Dealer in

Florida, during the period January 1, 2001 through April 30, 2003.

*The vehicle makes manufactured or distributed by a Defendant that are covered

by the settlement are: Acura, Audi, BMW, Buick, Cadillac, Chevrolet, Chrysler,

Dodge, Ford, GMC, Honda, Hummer, Infiniti, Jaguar, Jeep, Land Rover, Lexus,

Lineoln, Mazda, Mercedes, Mercury, Mini, Nissan, Oldsmobile, Plymouth,

Pontiac, Saab, Saturn, Toyota, Volkswagen, and Volvo.
No Florida Class Members have submitted requests to be excluded from the Florida Class.

6. The Court finds that the Florida Class meets the class action criteria of Florida
Rule of Civil Procedure 1.220. Plaintiffs Humberto Beckford, Frances Rhodis, and Michael
Arenas shall continue to serve as representatives of the Florida Class, and the firms of Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A. and Cohen Milstein Sellers & Toll PLLC
shall continue to serve as counsel to the Florida Class.

7. The Court finds that notice of the Settlement Agreement was provided to the
Florida Class in accordance with the Court’s Preliminary Approval Order dated October 28,

2011 and the Amended Preliminary Approval Order dated January 27, 2012, including the forms

i
iBeckford v. General Motors
Case No. 03-6443 CA 10

of notice and methods of notifying members of the Florida Class that were approved by the
Court. That notice was fair, adequate, and sufficient, constituting the best practicable notice
under the circumstances, and was reasonably calculated to reach all or a substantial percentage of
the members of the Florida Class and apprise them of this Florida Action, the terms and
conditions of the Settlement, and their right to opt out and be excluded from the Florida Class
and the Settlement, or to object to the Settlement Agreement and the accompanying application
for attorneys’ fees, expenses and incentive awards. The notice provided fully satisfied all
requirements of Florida Rule of Civil Procedure 1.220, all other applicable laws or rules of the
Court, and due process. The Court further notes that no class member has requested exclusion for
the Settlement, not has any class member filed an objection to the Settlement or accompanying
application for attorneys’ fees, expenses and incentive awards.

8. Class Counsel, Plaintiffs, and GMCL are directed to implement and consummate
the Settlement Agreement according to its terms and conditions.

9. This Order and the Judgment shall terminate and dispose of all the claims against
GMCL in this Florida action.

10, Plaintiffs’ counsel are awarded attorneys’ fees in the amount of $6,709,950.00.
Plaintiffs’ counsel are further awarded reimbursement of their costs and expenses in the amount
of $5,200,000,00, The Court notes that neither amount represents the entirety, or even the
majority, of the fees and costs actually incurred in prosecuting the litigation.

11. This Order is made pursuant to Florida case law (see, e.g, Kuhnlein v.
Department of Revenue, 662 So. 2d 309, 312 (Fla. 1995) (citing factors set forth in Comp. Fund
vy. Rowe, 472 So. 2d 1145 (Fla. 1985) and Rule 4-1.5 of the Rules Regulating the Florida Bar));

this Court’s legal power to enforce the settlement contract and equitable power to awardBeckford v. General Motors
Case No. 03-6443 CA 10

attorneys’ fees and costs when litigation proceeding in a representative capacity secures a
substantial benefit for a group; and this Court’s equitable power to award class representatives a
reasonable incentive award pursuant to Florida law.

12. The award of fees in Florida is achieved from a lodestar analysis based on the
hours expended on legal services and rates charged for similar services, See Kuhnlein, 662 So.
2d at 312. The court finds that the lodestar Plaintiffs’ counsel have accumulated was reasonable
and consistent with the litigation in this case. This court further finds that Plaintiffs’ counsel’s
hourly rates were reasonable for the work they performed. Plaintiffs’ counsel are awarded only a
fractional multiplier of approximately 0.12 on the aggregate lodestar. This award is more than
appropriate in light of the contingent nature of the case, the risk, expense, and delay in payment
undertaken by Plaintiffs’ counsel, and the outstanding result achieved on behalf of the Class, as
well as the other circumstances of this case. Similarly, the Court finds that the costs and
expenses incurred by Plaintiffs’ counsel were reasonably incurred and appropriate given the
circumstances of this action.

13, Plaintiffs Humberto Beckford, Frances Rhodis, and Michael Arenas shall be
awarded $750.00 each as incentive awards. These awards are to paid from the Settlement Fund.

14. The Court directs that the award of attorneys’ fees, expenses and incentive awards
shall be paid from the Settlement Fund. Given the complexity of this litigation and the unique
knowledge possessed by Class Counsel in this action, MDL Action Lead Counsel and California
and other State firm members of the Coordinating Committee, pursuant to their prior agreement,
they shall be authorized to allocate any aggregate fee ultimately awarded in a manner consistent

with the Coordinating Committee Agreement, and also in a manner that reflects the hoursBeckford v. General Motors
Case No. 03-6443 CA 10

expended by and relative contributions of each firm. In the event of a dispute, Plaintiffs’ counsel

shall submit any dispute on allocation for resolution by mediation or arbitration through JAMS.
15. Without affecting the finality of this Order or the Judgment in any way, this Court

retains continuing jurisdiction over Plaintiffs, the Florida Class, and GMCL to implement,

administer, consummate, and enforce the Settlement Agreement, this Order and the Judgment.

CIRCUIT COURT JUDGE CIRCUIT COURT JUDGE

IT IS SO ORDERED.
CONFORMED COPY
Dated: May 23, 2012 : MAY 23 2012
: HONORABLE PETER R, LOPEZ,
i PETER R. LOPEZ

L

Copies furnished to: counsel of recordEXHIBIT 2FILED IN MY OFFICE
DISTRICT COURT CLERK
5/11/2012 8:57:32 AM

FIRST JUDICIAL DISTRICT COURT STEPHEN T. PACHECO
COUNTY OF SANTA FE Im
STATE OF NEW MEXICO Pp

EMANUELE CORSO on his own behalf
and on behalf of all others similarly situated,

Plaintiff,
Vv. No. D-101-CV-2003-00668
GENERAL MOTORS CORPORATION, et al.,

Defendants.

ORDER GRANTING FINAL APPROVAL OF SETTLEMENT

Pursuant to the Court’s Amended Order Granting Preliminary Approval dated February
15, 2012, this matter came before the Court on May 11, 2012 for a Final Approval Hearing on
Plaintiffs’ motion for final approval of the Settlement Agreement between Plaintiffs and General
Motors of Canada, Ltd. (“GMCL”), dated September 6, 2011 (the “Setthement Agreement”).
Due and adequate notice has been given to the provisionally-certified New Mexico Class as
required in said Order.

The Court having considered the fairness of the Settlement Agreement, and there being
no objections to the Settlement Agreement, all papers filed in connection with the Settlement
Agreement, and all other papers filed and proceedings conducted in this action, and otherwise
being fully informed, based on good cause appearing therefore, IT IS HEREBY ORDERED
that:

1, This Order Granting Final Approval, like the accompanying Judgment,
incorporates by reference the definitions in the Settlement Agreement, and all terms used herein
shall have the same meanings set forth in the Settlement Agreement.

2, The following terms of this Order, and the accompanying Judgment, shall only
become effective upon the California, Florida and Wisconsin Courts granting final approval to

this Settlement and the Tennessee court granting final approval to the separate Tennesseesettlement, and upon satisfaction of all other requirements for the Settlement to become Final as
defined in Paragraph 9 of the Settlement Agreement. Upon entry of this Order and the
accompanying Judgment, the requirements of Paragraph 9(a) and (b) shall be satisfied as to this
New Mexico Action,

3. The Court has subject matter and personal jurisdiction over Plaintiffs, all
members of the New Mexico Class, and GMCL, and jurisdiction to finally approve the
Settlement Agreement on behalf of the New Mexico Class.

4, Pursuant to New Mexico Rule of Civil Procedure, Rule 23, the Court hereby
finally approves the Settlement Agreement, including its payment and release provisions. The
Court finds and concludes that the Settlement Agreement was entered into in good faith,
following arm’s-length negotiations, and was not collusive. The Court further finds and
concludes that the Settlement Agreement is in all respects fair, reasonable, and adequate, and
consistent with the requirements of New Mexico law and all applicable court rules, including but
not limited to New Mexico Rule of Civil Procedure, Rule 23, and due process.

5. Pursuant to New Mexico Rule of Civil Procedure, Rule 23, the Court hereby
finally certifies, solely for purposes of effectuating the settlement contemplated in the Settlement
Agreement, a New Mexico Class as follows:

All persons and entities (excluding government entities,
Defendants, and their parents, subsidiaries, affiliates, officers,
and directors) who purchased or leased a New Motor Vehicle
(passenger car, light-duty track, or sport utility vehicle)
manufactured or distributed by a Defendant,* from an
Authorized Dealer in New Mexico, during the period January
1, 2001 through April 30, 2003.

*The vehicle makes manufactured or distributed by a Defendant
that are covered by the settlement are: Acura, Audi, BMW,
Buick, Cadillac, Chevrolet, Chrysler, Dodge, Ford, GMC,
Honda, Hummer, Infiniti, Jaguar, Jeep, Land Rover, Lexus,
Lincoln, Mazda, Mercedes, Mercury, Mini, Nissan, Oldsmobile,
Plymouth, Pontiac, Saab, Saturn, Toyota, Volkswagen, and
Volvo.No New Mexico Class Members have submitted requests to be excluded from the New Mexico
Class.

6. The Court finds and concludes that the New Mexico Class meets the class action
criteria of New Mexico Rule of Civil Procedure, Rule 23. Plaintiff Emanuele Corso shall
continue to serve as representatives of the California Class, and the firm of Youtz & Valdez, P.C.
shall continue to serve as Liaison Class Counsel.

7. The Court finds and concludes that notice of the Settlement Agreement was
provided to the New Mexico Class in accordance with the Court’s Amended Preliminary
Approval Order dated October 12, 2011, including the forms of notice and methods of notifying
members of the New Mexico Class that were approved by the Court. That notice was fair,
adequate, and sufficient, constituting the best practicable notice under the circumstances, and
was reasonably calculated to reach all or a substantial percentage of the members of the New
Mexico Class and apprise them of this New Mexico Action, the terms and conditions of the
Settlement Agreement, and their right to opt out and be excluded from the New Mexico Class
and the Settlement Agreement, or to object to the Settlement Agreement. The notice provided
fully satisfied all requirements of New Mexico Rule of Civil Procedure, Rule 23, all other
applicable laws or rules of the Court, and due process

8. Class Counsel, Plaintiffs, and GMCL are directed to implement and consummate
the Settlement Agreement according to its terms and conditions.

9. This Order Granting Final Approval and the Judgment shall terminate and dispose
of all the claims against GMCL in this New Mexico action and all individual cases within it.

10. Without affecting the finality of this Order Granting Final Approval or the
Judgment in any way, this Court retains continuing jurisdiction over Plaintiffs, the New Mexico
Class, and GMCL to implement, administer, consummate, and enforce the Settlement Agreement

and this Order Granting Final Approval and the Judgment.IT IS SO ORDERED.

Aur he Cuca tm
Honorable Sarah M. Sjpfglefon
Submitted by: aaa

/s/ Shane Youtz
Shane C. Youtz
Marianne Bowers
Youtz & Valdez, P.C.
900 Gold Avenue, SW
Albuquerque, NM 87102

J. Douglas Richards

COHEN MILSTEIN SELLERS & TOLL PLLC
1100 New York Avenue, N.W., Suite S00W
Washington, D.C. 20005

Attorneys for Plaintiff

Approved:

Telephonically approved 5/11/12
Jeffrey M. Croasdell

jcroasdell@rodey.com
Rodey, Dickason, Sloan, Akin

& Robb, PA
P.O. Box 1888
Albuquerque, NM 87103-1888

Daniel E. Laytin
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, Ilinois 60654

Attorneys for GMCLEXHIBIT 3STATE OF WISCONSIN CIRCUIT COURT MILWAUKEE COUNTY

FILED
DAVID RASMUSSEN, et al. cE BAISION

Plaintiffs,
Case No. 03-CV-1828

Deiendants.

ORDER GRANTING FINAL APPROVAL OF
SETTLEMENT AND PLAN OF DISTRIBUTION

WHEREAS, Plaintiffs’ Motion for Final Approval of Settlement came for hearing on
May 24, 2012, before The Honorable Maxine White of the Circuit Court of Milwaukee County,
Wisconsin;

WHEREAS, the Court has presided over the proceedings in the above-captioned action,
and has reviewed the pleadings, records, and papers on file in this action;

‘WHEREAS, plaintiffs and defendant General Motors of Canada, Limited (“GMCL”)
have entered into a Settlement Agreement dated September 6, 2011. The Settlement Agreement,
which is incorporated herein by this reference, sets the terms and conditions for a proposed
settlement and dismissal of this action as to GMCL;

WHEREAS, this Court preliminarily approved this Settlement Agreement pursuant to its
Order dated October 24, 2011, and has now reviewed the papers, exhibits, affidavits and
declarations filed in support of final approval, has conducted a full hearing, and considered any

objections to the Settlement Agreement, and good cause appearing,IT IS HEREBY ORDERED:

1. The Court has subject matter and personal jurisdiction over Plaintiffs David
Rasmussen, Lisa A. Lindsay, all members of the Wisconsin Class, and GMCL, and jurisdiction
to finally approve the Settlement Agreement on behalf of the Wisconsin Class.

2. The Settlement Agreement is finally approved on behalf of the Wisconsin Class.
‘The Court finds and concludes that the Settlement Agreement was entered into in good faith,
following arm’s-length negotiations, and was not collusive. Wal-Mart Stores, Inc. v. Visa
USA., Inc., 396 F.3d 96, 116 (2d Cir. 2005); Great Neck Capital Appreciation Inv. P’ship,
LLP. v. PricewaterhouseCoopers, L.LP., 212 F.R.D. 400, 410 (E.D. Wis. 2002). The Court
further finds and concludes that the Settlement Agreement is in all respects fair, reasonable, and
adequate. Synfuel Techs., Inc, v. DHL Express (USA), Inc., 463 F.3d 646, 652 (7th Cir. 2006).

3. The Court concludes that notice of the Settlement Agreement was provided to the
Class in accordance with this Court’s October 24, 2011, Order. That notice constituted the best
practicable notice under the circumstances, and was reasonably calculated to reach a substantial
percentage of the Class. The form and content of the notice fully accorded with due process.
The Summary Notice approved by the Court was published in 18 Wisconsin and Minnesota
newspapers and the Abbreviated Notice was published in US4 Today. The Summary Notice was
also mailed to 194 fleet buyers in Wisconsin for whom addresses could be ascertained. All
published notices directed potential class members to the case-dedicated website, at which the
class could view the Long Form Notice since on or before November 4, 2011. A toll free
number aiso was maintained during this full period to answer potential class members’ questions,

No class members objected to, or elected to exclude themselves from, the settlement.4, The Court hereby approves the proposed plan of distribution as described in
Plaintiffs’ Brief in Support of Motion for Final Approval of Settlement and as further supported
and described in the Long Form Notice made available to class members and its accompanying
appendices.

5. Class Counsel, Plaintiffs, and GMCL are directed to implement and consummate
the Settlement Agreement according to its terms and conditions.

6. This Order Granting Final Approval and the Judgment shall terminate and dispose
of all the claims against GMCL with prejudice in this Wisconsin action.

7 Without affecting the finality of this Order Granting Final Approval or the
Judgment in any way, this Court retains continuing jurisdiction over Plaintiffs, the Wisconsin
Class, and GMCL to implement, administer, consummate, and enforce the Settlement Agreement
and this Order Granting Final Approval.

8. Final approval of this settlement was required for California, Florida, and New
Mexico, and approval of a separate settlement was required for Tennessee. The settlement has
been approved in California, New Mexico and Florida, and the separate settlement was approved

in Tennessee,
Dated this a2 Y day of. 2012,

BY THE COURT:

23067580_1.00EXHIBIT 4IN THE CHANCERY COURT FOR WASHINGTON COUNTY, TENNESSEE

LA.

poe Db Lanrnonnnins

DESTINE JOHNSON, et al., )
Plaintiffs, }
¥. } CASE NUMBER 35028
GENERAL MOTORS CORPORATION, et al., } CLASS ACTION
Defendants. }

FINAL JUDGMENT AND ORDER APPROVING SETTLEMENT

Plaintiffs, on behalf of themselves and all others similarly situated in the State of
Tennessee, and Defendant, General Motors of Canada, Limited CGMCL”), through their
attorneys, having executed and filed the “Settlement Agreement,” and this Court having entered
on September 27, 2011 an order granting preliminary approval of the Tennessee Settlement,
conditionally certifying the Tennessee Settlement Class, directing the dissemination of notice of
the proposed Tennessee Settlement to the Tennessee Settlement Class, and scheduling a hearing
to determine whether the proposed Tennessee Settlement should be approved as fair, reasonable,
and adequate; notice having been given and a hearing having been held on November 14, 2011,
at which all interested persons were givert an opportunity to be heard; the Court having read and
considered all submissions filed in connection with the Tennessee Settlement, ‘and having
reviewed and considered the record herein;

IT IS HEREBY ADJUDGED, ORDERED AND DECREED that:

1. This Court has jurisdiction over the subject matter of this lawsuit and all parties to

FILED THIS J DAY OF
LOM, BAL ATE sm
“CLOCK ALM.
BRENDA SNEYD

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‘Unless otherwise noted, all terms used in this Final Judgment shall have the meanings assigned
SLERK AND MASTER |the lawsuit.

2. Pursuant to Rule 23 of the Tennessee Rules of Civil Procedure, this Court hereby
finds that certification of the Tennessee Settlement Class? is appropriate under Tennessee law.
Specifically, the Court finds that: (i) there is a commonality of interests between the named
Plaintiffs and Tennessee Settlement Class members; (ii) Tennessee Settlement Class members
aré so numerous that joinder of all members thereof would be impracticable; (iii) there are
questions of law and fact which are common to members of the Tennessee Settlement Class,
including the fact that Plaintiffs and the Tennessee Settlement Class rely upon the same alleged
course of conduct of GMCL and the theories of liability are similar, and those common questions
of law and fact predominate over any questions affecting only individual Tennessee Settlement
Class members; (iv) Plaintiffs’ claims — based on the same facts and the same course of conduct
as Tennessee Settlement Class members — are typical of the claims of Tennessee Settlement
Class members; (v) Plaintiffs and Class Counsel, who are experienced in class action and
antitrust law, have demonstrated that they will fairly and adequately represent the interests of
Tennessee Settlement Class members; and (vi) a class action is the best means for protecting the

interests of all of Tennessee Settlement Class members and superior to all other available

to them in Paragraph Number | of the Settlement Agreement.

*The Settlement Class is defined in { Ikk of the Settlement Agreement as follows:

All persons and entities (excluding governmental entities,
Defendants, and their parents, subsidiaries, affiliates, officers,
directors, and co-conspirators) who purchased or leased a New
Motor Vehicle manufactured or distributed by a Defendant from an
Authorized Dealer in Tennessee, during the period January 1, 2001
through April 30, 2003.

2-methods for the fair, efficient and timely adjudication of this controversy.

3. Plaintiffs’ submissions demonstrate that reasonable, fair and adequate notice was
given to Tennessee Settlement Class members; and that notice to members of the Tennessee
Settlement Class was reasonably calculated under the circumstances to inform them of (i) the
pendency of the class action, (ii) all material elements of the Tennessee Settlement, and (iii) the
opportunity to exclude themselves from or object to the Tennessee Settlement and to appear at
the fairness hearing; was due, adequate, and sufficient notice to all Tennessee Settlement Class
members; and complied fully with the laws of the State of Tennessee, due process, and other
applicable rules. A full and fair opportunity has been afforded to Tennessee Settlement Class
members to participate in the faimess hearing and any Tennessee Settlement Class member
wishing to be heard has been heard.

4, All Tennessee Settlement Class members who have not validly-requested
exclusion from the Tennessee Settlement Class are bound by this Final Judgment and by the
Court-approved terms of the Settlement Agreement, including the release of claims, as further
specified below.

5. The Settlement Agreement and the fact of settlement are not an admission by
GMCL, nor is this Final Judgment a finding of the validity of any claims in this lawsuit or of any
wrongdoing by the Defendants or any of the Releasees (as defined in the Settlement Agreement).
Furthermore, neither this Final Judgment, the Settlement Agreement, nor any document referred
to herein nor any action taken to implement the Settlement Agreement is, may be construed as, or
may be used as, an admission by or against the Defendants or Releasees (as defined in the

Settlement Agreement) or any Tennessee Settlement Class member of any fault, wrongdoing or

3.liability whatsoever. Entering into or implementing the Agreement and any negotiations or
proceedings relating thereto shall not in any event be construed as, or deemed to be evidence of
an admission or concession with regard to the denials or defenses by the Defendants or any
Releasee (as defined in the Setilement Agreement), and shall not be offered or received jin
evidence in any action or proceeding in any court, administrative agency, or other tribunal for any
purpose whatsoever other than to (i) enforce the provisions of this Final Judgment, the
Settlement Agreement, or any related agreement or release; or (ii) to support a related defense of
res judicata, collateral estoppel, release or other theory of issue preclusion or similar defense.

6. The terms of the settlement embodied in the Settlement Agreement are fair,
reasonable, and adequate and are hereby approved in all respects. Accordingly, Plaintiffs and
GMCL are hereby directed to fully consummate and perform the terms set forth in the Settlement
Agreement,

7. The case is dismissed with prejudice and without costs with respect to GMCL
(other than as set forth in the Settlement Agreement). The approval of the Settlement Agreement
given by the Court and entry of this Final Judgment fully and without reservation releases and
forever discharges GMCL and all of the Releasees (as defined in the Settlement Agreement),
individually and collectively, from any and all mamner of claims, actions, suits, liabilities,
damages (whether compensatory, punitive or otherwise), and rights and causes of action, known
or unknown, whether in law or equity, that any Plaintiff or any Tennessee Settlement Class
member now has or has ever had based upon the maiters alleged (or which could have been
alleged) in the Complaint in this Action. Specifically, paragraph number ten (10) of the

Settlement Agreement provides:8.
Agreement are incorporated herein and are included as binding provisions of this Final
Judgment. Each Tennessee Setilement Class member hereby covenants and agrees that he/she

shall not hereafter seek, and each hereby is enjoined from seeking, to establish liability against

In addition to the effect of any final judgment entered in
accordance with this Agreement, upon the Settlement becoming
Final, and in consideration of payment of the Settlement Fund and
for other valuable consideration, the Releasors will completely
release, acquit, and forever discharge the Releasees from the
Released Claims. “Released Claims” means any and all claims,
demands, actions, suits, causes of action, whether class, individual,
or otherwise in nature, damages whenever incurred, Habilities of
any nature whatsoever, including costs, expenses, penalties, and
attorneys’ fees, known or unknown, derivative or direct, suspected
or unsuspected, accrued or unaccrued, asserted or unasserted in law
or equity, including, without limitation, claims which have been
asserted or could have been asserted in the State Actions or any
litigation against any of the Releasees arising out of the matters
alleged in the complaints in the State Actions, that any of the
Releasors ever had, now has, or hereafter can, will, or may have
against the Releasees, based upon the direct or indirect purchases
of New Motor Vehicles, and which arise under the Antitrust Laws,
from the beginning of time to the Execution Date. The foregoing
release, discharge, and covenant not to sue will not include claims
by any Releasor for personal injury, breach of contract, breach of
warranty, product defect, negligence, or other causes of action that
do not arise under the Antitrust Laws. After the Execution Date,
Releasors covenant not to sue Releasees and will not seek to
establish liability or seek to recover against any of the Releasees
based, in whole or in part, upon any of the Released Claims.
Releasees release Releasors and their attorneys from any claims for
fees, costs, or otherwise arising out of the subjéct matter of the
State Actions. .

The foregoing release terms of paragraph number ten (10) of the Settlement

any Releasee based, in whole or in part, upon any of the Released Claims.

9.

jurisdiction over: (a) the Notice and the Escrow Account; (b) the Tennessee Settlements and

Without affecting the finality of this Final Judgment, the Court reserves exclusive

5.Settlement Agreement; (c) all matters relating to the allocation and distribution of the Tennessee
Settlement Fund; (4) all other matters relating to the implementation and enforcement of the
Tennessee Settlement.

10. Under Tennessee law, the Court, in the interests of justice, there being no just
reason for delay, expressly directs the Clerk of the Court to enter this Final Judgment, and hereby
decrees, that upon entry, it be deemed as a final judgment and appealable with respect to all
claims by Tennessee Settlement Class members against GMCL, in accordance with the terms of
the Settlement Agreement.

11. The Court further directs the Clerk of the Court to maintain, for a period of five
(5) years, the record of those members, if any, of the Tennessce Settlement Class who have
timely excluded themselves from the Tennessee Settlement Class and to provide a certified copy
of such records, upon request, to Class Counsel and Counsel for GMCL, at their expense.

12. Because Tennessee Settlement Class members include a large number of
consumers who have allegedly suffered small monetary losses and are difficult to identity, the
Settlement Agreement provides for a fluid recovery or cy pres distribution in lieu of a claims-
made process. Subject to the approval of the Court, Plaintiffs, the Tennessee Settlement Class,
and GMCL recommend that the cy pres distribution be divided and distributed for the public
benefit of consumers and Tennessee Settlement Class members. The Court has fully-considered
this recommendation, along with suggestions by counsel, and approves the recommendation.
Accordingly, the Court will award these funds to entities who are engaged in such activities as
would permit the Tennessee Settlement Fund proceeds as to GMCL to be expended for the

public benefit. Designation of the specific recipients of these cy pres awards shall be the subject

-6-of a separate order of the Court, to be entered forthwith.

13. The Gross Tennessee Settlement Fund is $1,200,000.00. The Court is asked to
award Class Counsel one-third of the Gross Settlement Fund as their attorneys’ fees
($400,000.00), to reimburse Class Counsel for advanced publication notice costs ($5,291.32) and
other reimbursable litigation expenses ($17,408.13), and to award the four named Plaintiffs and
Class representatives in this litigation the sum of $500 each. After these deductions, it appears
the Court will have a Net Settlement Fund of $775,300.60 to allocate to cy pres recipients,

which, as indicated above, will also be addressed by separate order.

TT IS SO ORDERED.
Dated: November, 2011. id,

RichardJohnson, ChancellorAPPROVED:

_Asordon Ball, BP.R. No. 1135
BALL & SCOTT
Bank of America Center, Suite 601
550 Main Street
Knoxville, TN 37902
Tel: 865.525.7028
Fax: 865.525.4679

Thomas C. Jessee

JESSEE & JESSEE

412 East Unaka Avenue

P.O. Box 997

Johnson City, TN 37605-0997
Tel: 423.928.7176

Counsel for the Plaintiffs

-8-I
Daniel E. Latin”
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, IL 60654
Tel: 312.862.2000
Fax: 312.862.2200

Steven E. Kramer

KRAMER, RAYSON, LEAKE, RODGERS
_ & MORGAN

P.O. Box 629

Knoxville, TN 37901

Tel: 865.525.5134

Fax: 865.522.5723

Counsel for General Motors of Canada, Limited