Counsel for Defendants asserted aggressive defenses in its motion to dismiss in

44. The parties proposed Order for the final resolution of this matter is attached

hereto as Exhibit B.

45. In addition, the settlement agreement reached between the parties is attached

hereto as Exhibit C.

III. CONCLUSION

46. Having considered the foregoing, and evaluating Defendants’ likely defenses at

trial, it is the informed judgment of Plaintiffs and their counsel, based on all proceedings to date

and their extensive experience in litigating complex actions and class actions, that the proposed

settlement of this matter before this Court is fair, reasonable, and adequate, and in the best inter-

ests of the class.

47. For all of the foregoing reasons, class counsel respectfully requests that this Court

approve the settlement.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct.

Dated: February 10, 2011 New York, New York s/David A. Stampley David A. Stampley KamberLaw, LLC 100 Wall Street, 23rd Floor New York, New York 10005 Telephone: (212) 920-3072 Facsimile: (212) 920-3081 dstampley@kamberlaw.com

One of the attorneys for Plaintiff, individually and on behalf of a class of similarly situated individuals

D. Stampley Declaration in Support 12 of Class Action Settlement