Goertzen v. Great American Life Insurance Company

Filing 86

FINAL ORDER AND JUDGMENT APPROVING CLASS SETTLEMENT; AWARDING CLASS REPRESENTATIVE SERVICE AWARD, AWARDING CLASS COUNSEL FEES AND EXPENSES AND DISMISSING ACTION WITH PREJUDICE re 79 MOTION for Final Approval of Class Action Settlement and Attorneys' Fees and Costs filed by Joyce Goertzen; DISMISSING ACTION WITH PREJUDICE. Signed by Judge Yvonne Gonzalez Rogers on 3/28/18. (fs, COURT STAFF) (Filed on 3/28/2018)

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UNITED STATES DISTRICT COURT

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FOR THE NORTHERN DISTRICT OF CALIFORNIA

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OAKLAND DIVISION

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JOYCE GOERTZEN, an individual, individually
and on behalf of herself all similarly-situated
persons, by and through her power of attorney
BEVERLY KRAUS,

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Plaintiff,
v.
GREAT AMERICAN LIFE INSURANCE
COMPANY, and DOES 1-50

Case No.: 4:16-cv-00240-YGR
[PROPOSED] FINAL ORDER
(1)APPROVING CLASS SETTLEMENT,
(2) AWARDING CLASS
REPRESENTATIVE SERVICE AWARD,
(3) AWARDING CLASS COUNSEL FEES
AND EXPENSES AND (4) DISMISSING
ACTION WTH PREJUDICE
Hon. Yvonne Gonzalez Rogers

Defendants.

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[PROPOSED] FINAL ORDER APPROVING CLASS SETTLEMENT
AND FINAL JUDGMENT OF DISMISSAL WITH PREJUDICE

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The motion of Plaintiff Joyce Goertzen, individually and on behalf of the Class as defined in

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the Settlement Agreement previously filed in this Action, for final approval of the class action

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Settlement reached with Defendant Great American Life Insurance Company (“Great American”)

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came on for hearing before this Court on March 27, 2018. Robert D. Phillips, Jr., appeared as

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attorney for Great American, and Ingrid M. Evans appeared as attorney for Plaintiff. After

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considering the Settlement Agreement, the moving papers, arguments of counsel and all other

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matters presented to the Court, it is hereby ORDERED, ADJUDGED, AND DECREED AS

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FOLLOWS:

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1.

The Motion for Final Approval of Class Action Settlement is hereby GRANTED.

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2.

This Final Order Approving Class Action Settlement and Final Judgment of

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Dismissal With Prejudice (“Final Order and Judgment”) incorporates and makes part hereof: (a) the

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Parties’ Settlement Agreement, filed September 27, 2017, including Exhibits A through D

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(collectively the “Settlement Agreement”) and (b) the Court’s findings and conclusions contained in

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its Findings and Order Preliminarily Approving Class Settlement, Directing Issuance of Notice to the

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Class, and Setting of Fairness Hearing (“Preliminary Approval Order”). All defined terms in this

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Final Order and Judgment shall have the same meanings as in the Settlement Agreement. The

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Preliminary Approval Order (Dkt. 78) is attached hereto as Exhibit 1 and the Settlement Agreement

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with Exhibits, attached to the Preliminary Approval Order as Exhibit A (Dkt 78), is attached hereto

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as Exhibit 1A.

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3.

All preliminary findings and conclusions in the Court’s Preliminary Approval Order

are hereby made final.
4.

The Court has personal jurisdiction over all Class Members. The Court has subject

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matter jurisdiction over the claims asserted in this Action to approve the Settlement Agreement and

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all exhibits attached thereto. Venue is proper. The Settlement Agreement and Settlement are fair,

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reasonable and adequate, and consistent and in compliance with the applicable provisions of the

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United States Constitution, its Amendments, and the Federal Rules of Civil Procedure, as to, and in

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the best interests of, the Class. The Court also finds that the Settlement resulted from an arm’s-length

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mediation session and was concluded only after Plaintiff and Great American conducted their own
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investigations and evaluations of the factual and legal issues raised by Plaintiff’s claims, as well as

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Great American’s defenses. No objections have been made to the Settlement by any member of the

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Class. Accordingly, the Settlement Agreement is hereby finally approved.

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5.

The Class, as defined in Section II.13 of the Settlement Agreement, is finally certified

for settlement purposes.
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The Court hereby directs the Parties and their counsel to implement and consummate

the Settlement Agreement according to its terms and provisions.
7.

Pursuant to the Court’s Preliminary Approval Order, the notice requirement was

satisfied in that the Administrator mailed the Class Notice to each Class Member, no later than 14

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days after entry of the Preliminary Approval Order, by first-class mail, postage prepaid, to his or her

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last known address and further steps were taken in accordance with the Settlement Agreement to

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obtain updated addresses when mail was returned as undelivered and to re-send the Class Notice.

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Members of the Class had the opportunity to object to the Settlement or to exclude

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themselves from the Settlement, and they were informed of the date, time, and location of the

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Fairness Hearing and had the opportunity to appear at the Fairness Hearing. These procedures

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afforded protections to Class Members and provide the basis for the Court to make an informed

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decision on approval of the Settlement based on the responses of Class Members

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8.

The Class Notice Package and all other instruments provided to Class Members:

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(a)

constituted the best practicable notice under the circumstances;

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(b)

constituted notice that was reasonably calculated to apprise Class Members of

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the pendency of the Action, their right to object to or exclude themselves from the proposed

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Settlement and to appear at the Fairness Hearing;

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(c)

persons entitled to receive notice; and

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was reasonable and constituted due, adequate, and sufficient notice to all

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met all applicable requirements of the Federal Rules of Civil Procedure, the

United States Constitution, and its Amendments, including the Due Process Clause.
9.

Class Counsel and the Plaintiff adequately represented the Class for purposes of

entering into and implementing the Settlement.
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10.

The list of those persons who have requested exclusion from the Class in accordance

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with the terms of the Settlement Agreement and the Preliminary Approval Order has been filed with

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the Court, is attached to this Order, and is hereby approved. See Exhibit

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Those persons are hereby excluded from the Class. The Court finds that it is a complete list of all

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Class Members who have timely requested exclusion from the Class, and accordingly, such Class

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Members shall neither share in nor be bound by this Final Order and Judgment or the Settlement

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Agreement.

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11.

Class Counsel are hereby awarded attorneys’ fees in the amount of $370,513.69 and

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expenses and costs in the amount of $20,000.00 (“Class Counsel Payment”). These amounts cover

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any and all claims for attorneys’ fees, expenses, and costs incurred by any and all Class Counsel in

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connection with the Settlement of the Action and the administration of such Settlement. Class

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Counsel Payment shall be provided by Great American to Class Counsel in accordance with Sections

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IX.B.5 through IX.B.8 of the Settlement Agreement upon satisfaction of the conditions set forth

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therein.

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12.

As a service award for participation as the Class Representative in the Action, the

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Court awards $ 0,000.00 to Plaintiff Joyce Goertzen. Great American shall pay the service award

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in addition to any benefits that Plaintiff is entitled to receive as a Class Member. Great American

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shall pay the service award within ten (10) days of the Effective Date.

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13.

The Release set forth in the Settlement Agreement in Section VIII is incorporated

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herein and effective as of the date of this Final Order and Judgment, and forever discharges the

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Releasees from any claims or liabilities arising from or related to the Released Claims.

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14.

Without affecting the finality of this Final Order and Judgment for purposes of

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appeal, the Court shall retain jurisdiction as to all matters relating to administration, consummation,

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enforcement, and interpretation of the Settlement Agreement and this Order, and for any other

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necessary purpose; provided, however, that nothing in this paragraph shall restrict the ability of the

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Parties to exercise their rights under Paragraphs 17, 18, and 20 of this Final Order and Judgment.

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The Parties submit to the jurisdiction of the Court for purposes of administration, construction,

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consummation, enforcement, and interpretation of the Settlement Agreement and the Settlement.
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15.

The Settlement Agreement is binding on, and has res judicata and preclusive effect in,

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all pending and future lawsuits or other proceedings maintained by or on behalf of Plaintiff and any

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other Class Members, as well as their heirs, executors, personal representatives, conservators and

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administrators, predecessors, successors, and assigns that allege Released Claims, as defined in the

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Settlement Agreement.

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16.

Neither this Final Order and Judgment, nor the Settlement Agreement, nor any other

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document referred to herein or therein, nor any action taken to carry out this Final Order and

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Judgment or the Settlement Agreement is, may be construed as, or may be used as an admission or

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concession by or against Great American of the validity of any claim or any actual or potential fault,

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wrongdoing or liability whatsoever. Entering into or carrying out the Settlement Agreement, and any

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negotiations or proceedings relating to it, shall not in any event be construed as, or deemed evidence

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of, an admission or concession as to Great American’s denials or defenses, and shall not be offered

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or received in evidence in any action or proceeding against any party hereto in any court,

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administrative agency or other tribunal for any purpose whatsoever, except as evidence of the

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Settlement or to enforce the provisions of this Final Order and Judgment or the Settlement

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Agreement; provided, however, that this Final Order and Judgment and the Settlement Agreement

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may be filed in any action against or by Great American or Releasees to support a defense of res

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judicata, collateral estoppel, release, waiver, good-faith Settlement, judgment bar or reduction, full

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faith and credit, or any other theory of claim preclusion, issue preclusion or similar defense or

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counterclaim to the extent allowed by law.

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17.

The Parties are authorized, without further approval from the Court, to agree to and

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adopt such non-substantive amendments, modifications, or expansions of the Settlement Agreement

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and all exhibits attached thereto that are consistent with this Final Order and Judgment, and do not

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limit the rights of Class Members under the Settlement Agreement. Any substantive amendments,

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modifications, or expansions of the Settlement Agreement and the exhibits attached thereto shall

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require prior approval by the Court.

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Any work product retained by Plaintiff or Class Counsel that is based on or

incorporates information designated as Confidential pursuant to the terms of the Protective Order
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previously entered in this case and provided by Great American shall be deemed Confidential

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Information pursuant to the terms of the Protective Order, and the disclosure or use of such materials

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shall be subject to the same restrictions as Confidential Information pursuant to the terms of the

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Protective Order previously entered in this case.

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This Action (and all individual claims and Class claims presented thereby) is

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dismissed on the merits and with prejudice, without fees or costs to any party except as provided in

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the Settlement Agreement. The judgment is binding upon all Class Members and upon Great

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American and extinguishes all claims of Class Members (a) that were alleged, or that could be

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alleged, based upon, or arise from, the matters that were alleged in the Action or (b) that were

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released pursuant to the Settlement Agreement.
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Each and every Class Member who has not been excluded from the Settlement, the

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Class Member’s representatives, and/or all persons in active concert or participation with such Class

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Members are permanently barred and enjoined from filing, commencing, prosecuting, maintaining,

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intervening in, participating in, conducting, or continuing, as class members or otherwise, any

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action, including without limitation a class action (including by seeking to amend a pending

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complaint to include class allegations or by seeking class certification in a pending action in any

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jurisdiction) in any federal court, any state court, or any other tribunal or forum of any kind, and

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from receiving any benefits from any lawsuit, administrative or regulatory proceeding or order in

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any jurisdiction, arising out of, based on, or relating to the claims, causes of actions, facts, and/or

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circumstances alleged in the Action and/or the Released Claims.

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21.

Section 1715(b) of the Class Action Fairness Act of 2005 requires a settling

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defendant to “serve upon the appropriate State official of each State in which a class member resides

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and the appropriate Federal official” a specified group of documents describing the settlement.

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Pursuant to section 1715(d), final approval cannot be issued earlier than 90 days after notice is given

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under section 1715(b). Great American served the necessary documents upon the appropriate

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officials not later than October 8, 2017. This order is signed more than 90 days after Great

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American served the documents. The Court therefore finds that Great American is in full compliance

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with the Class Action Fairness Act, 28 U.S.C. section 1715.
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There being no just reason for delay, the Court, in the interests of justice, expressly

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directs the Clerk of the Court to enter this Final Order and Judgment, and hereby decrees that, upon

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entry, it be deemed a final judgment. Counsel jointly to provide a final accounting/report forty-five

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(45) days from the date hereof.

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IT IS SO ORDERED.

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March 28, 2018
DATED: _____________________________
Hon. Yvonne Gonzalez Rogers
United States District Judge

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EXHIBIT 1

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UNITED STATES DISTRICT COURT

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FOR THE NORTHERN DISTRICT OF CALIFORNIA

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OAKLAND DIVISION

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JOYCE GOERTZEN, an individual, individually
and on behalf of herself all similarly-situated
persons, by and through her power of attorney
BEVERLY KRAUS,

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Plaintiff,
v.

Case No.: 4:16-cv-00240-YGR
ORDER PRELIMINARILY APPROVING
CLASS SETTLEMENT, DIRECTING
ISSUANCE OF NOTICE TO THE CLASS,
AND SETTING OF FAIRNESS HEARING
Hon. Yvonne Gonzalez Rogers

GREAT AMERICAN LIFE INSURANCE
COMPANY, and DOES 1-50
Defendants.

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The motion of Plaintiff Joyce Goertzen, individually and on behalf of the class, as defined in

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the Settlement Agreement, attached hereto as Exhibit A, for preliminary approval of the proposed

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class action Settlement reached with Defendant Great American Life Insurance Company (“Great

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American”) came on for hearing before this Court on October 31, 2017. Robert D. Phillips, Jr.,

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appeared as attorney for Great American, and Ingrid M. Evans appeared as attorney for Plaintiff.

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After considering the Settlement Agreement, the moving papers, arguments of counsel, and all other

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matters presented to the Court, the Court finds that:

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1.

Plaintiff filed a Class Action Complaint in this Action on December 1, 2015, alleging

violations of California’s Business and Professions Code §17200 and California’s Elder Abuse

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statute – Cal. Welfare & Institutions Code § 15600, et seq. The Complaint alleges that Great

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American did not properly disclose the surrender charges on the face page of certain contracts issued

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in California to persons aged 60 or older.

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2.

Great American denies any and all wrongdoing alleged in the pleadings and

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Plaintiff’s other filings, and does not admit or concede any actual or potential fault, wrongdoing, or

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liability in connection with any facts or claims that have been or could have been alleged against it in

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the Action. Great American has asserted numerous legal and factual defenses to the Action. It

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contends its annuity products are lawful and beneficial and that Plaintiff received adequate notice of

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any applicable surrender charges. Great American contends that Plaintiff’s allegations do not state a

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cause of action and are not sustainable as a matter of law. In addition, Great American contends that

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Plaintiff would be unable to prove the elements of the causes of action at trial, and that this would be

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fatal to both her individual and class claims.

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3.

The proposed Settlement resulted from an arm’s-length mediation session before the

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Honorable Ronald M. Sabraw (Ret.) and was concluded only after Plaintiff and Great American

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conducted their own investigations and evaluation of the factual and legal issues raised by Plaintiff’s

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claims and Great American’s defenses.

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4.

Plaintiff and Class Counsel have agreed to settle the Action after considering such

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factors as (a) the benefits to Plaintiff and the Class provided by the Settlement Agreement; (b) the

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risks and uncertainty of litigation, and the difficulties and delays inherent in such litigation; and (c)
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the desirability of consummating the Settlement Agreement in order to provide relief to Plaintiff and

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the Class. Great American considers it desirable to settle and dismiss this Action because this

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proposed Settlement will finally put Plaintiff’s claims and the underlying matters to rest. Great

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American is also entering into this Settlement Agreement to avoid the expense, burden,

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inconvenience, and inherent risk of litigation and the concomitant disruption of its business

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operations.

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5.

The Parties have entered into the Settlement Agreement attached hereto as Exhibit A,

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which was previously filed with this Court and attached as Exhibit 1 to the declaration of Ingrid M.

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Evans.

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6.

The Court has reviewed the Settlement Agreement and all the attachments thereto and

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determined the proposed Settlement to be fair, reasonable, adequate, and within the range of possible

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approval. The proposed Settlement does not improperly grant preferential treatment to the Plaintiff

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or any segment of the Class. The proposed Settlement is sufficient to warrant sending notice to the

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Class. The procedures for establishing and administering the benefits provided by the proposed

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Settlement and for notice of the proposed Settlement, exclusion from the proposed Settlement, and

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objections to the proposed Settlement are fair, reasonable, and in the best interests of the Class.

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7.

Based on Plaintiff’s motion, the Memorandum of Points and Authorities, the

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Settlement Agreement, and all supporting exhibits and attachments, the Court preliminarily certifies

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for settlement purposes the Class, as defined in Section II.13 of the Settlement Agreement, pursuant

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to Rules 23(a) and 23(b)(3). The Court hereby finds for settlement purposes that:

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(a)

the numerosity requirement of Rule 23(a)(1) is satisfied because the proposed

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settlement Class, comprised of more than 4,000 class members, satisfies the requirement that a class

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be sufficiently numerous such that joinder of all members is impracticable;

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(b)

the commonality requirement of rule 23(a)(2) is satisfied because the Great

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American products owned by the various Class Members all have the same language on their cover

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pages;

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(c)

the typicality requirement of Rule 23(a)(3) is satisfied because the Great

American product issued to Plaintiff was similar to those issued to the other members of the Class;
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(d)

the adequacy requirement of rule 23(a)(4) is satisfied because (i) Class

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Counsel is qualified and competent to prosecute the Action vigorously, (ii) Plaintiff’s interests are

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not antagonistic to the interests of the Class, and (iii) Class Counsel and Plaintiff have fairly and

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adequately protected the interests of the Class; and

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(e)

in the context of settlement, common questions “‘predominate over any

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questions affecting only individual members’” and “class resolution [is] ‘superior to other available

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methods for the fair and efficient adjudication of the controversy.’” Amchem Products, Inc. v.

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Windsor, 521 U.S. 591, 615 (1997).

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8.

The Court has reviewed the notice provisions of Section V of the Settlement

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Agreement and the form of Class Notice attached to the Settlement Agreement as Exhibit A

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hereto. The Court has determined that mailing the Class Notice to the last known addresses of the

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Class Members:

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(a)

constitutes the best practicable notice under the circumstances;

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(b)

is reasonably calculated to apprise Class Members of the pendency of the

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Action and of their right to object to or exclude themselves from the proposed Settlement;

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(c)

persons entitled to receive notice; and

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is reasonable and constitutes due, adequate, and sufficient notice to all

(d)

meets all applicable requirements of Rule 23 of the Federal Rules of

Civil Procedure, the United States Constitution, and its Amendments.

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Accordingly, the Court ORDERS as follows;

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1.

The Motion for Preliminary Approval is GRANTED. The Court preliminarily

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approves the proposed Settlement. All defined terms in the foregoing findings and this Order shall

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have the same meanings as in the Settlement Agreement.

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2.

The Class, as defined in Section II.13 of the Settlement Agreement, is

preliminarily certified for settlement purposes only.

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3.

The Court appoints Evans Law Firm, Inc. as Class Counsel.

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4.

A hearing (the “Fairness Hearing”) will be held on March 27, 2018, at

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2:00PM before the undersigned in the United States District Court for the Northern District of
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California, Oakland Division, to consider the fairness, reasonableness, and adequacy of the

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proposed Settlement and whether it should be finally approved by the Court. The parties are

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to submit a motion for Final Approval no later than January 5, 2018.

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Agreement as Exhibit A hereto and the plan for giving notice.
6.

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The Court approves the proposed Class Notice attached to Settlement

Great American and Class Counsel are authorized to:
(a)

establish the means necessary to administer the proposed Settlement, in

accordance with the terms of the Settlement Agreement; and

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(b)

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including the notice provisions.

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retain an Administrator to help administer the proposed Settlement,

The Court appoints KCC as the Administrator to implement the terms of the

Settlement Agreement.
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The Administrator shall mail the Class Notice to each Class Member by first-class

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mail, postage prepaid, to his or her last known address no later than 14 days after entry of this

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Order, as described in the Settlement Agreement.

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9.

The Administrator shall file proof of the mailing of the Class Notice as part of the

Motion for Final Approval.
10.

Class Counsel shall file its motion for approval of Class Counsel’s fees, expenses,

and class representative service awards no later than January 5, 2018.
11.

The Court approves the Claim Form attached to the Settlement Agreement as Exhibit

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B hereto. To be valid, any Claim Form must be submitted to the Settlement Administrator in the

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manner provided in the Claim Form no later than February 28, 2018.

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12.

Great American is prohibited from communicating with Class Members about

the Action or the Settlement, but Great American is not precluded from:

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(a)

speaking to Class Members in the ordinary course of Great American’s

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business, provided that if Class Members contact Great American regarding the Action or the

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Settlement, Great American shall direct such Class Members to contact the Administrator or Class

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Counsel; or
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(b)

communicating with agents and employees of Great American or

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communicating with its auditors, rating agencies, insurance commissioners, regulators, or similar

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reporting organizations or governmental entities regarding the impact and/or administration of the

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Settlement.

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13.

Each Class Member who wishes to exclude himself or herself from the Class must

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submit an appropriate, timely written request for exclusion, postmarked no later than January 4,

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2018.

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14.

Any Class Member who does not submit a timely, written request for exclusion from

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the Class shall be bound by all proceedings, orders, and judgments in the Action, even if such Class

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Member has previously initiated or subsequently initiates individual litigation or other proceedings

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against Great American relating to Annuities issued during the Class Period.

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15.

Each Class Member who wishes to object to the fairness, reasonableness, or adequacy

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of the Settlement Agreement, the proposed Settlement, or to the award of attorneys’ fees and

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expenses shall file with the Court, no later than January 4, 2018, a notice of objection setting forth

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the following information: (i) a notice of the Class Member’s or the Class Member’s counsel’s

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(retained at the Class Member’s own expense) intent to appear at the Fairness Hearing; (ii) a detailed

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statement of the Class Member’s objections to any matter before the Court; (iii) the grounds or

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reasons why the Class Member wishes to appear and to be heard; (iv) any documents and writings

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that the Class Member wishes the Court to consider; and (v) a statement of any prior class settlement

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objections made and any fee arrangements made with an attorney regarding any objections,

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including the objection to this Settlement. Unless the notice of objection sets forth this information

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and is timely submitted, the Class Member is forever barred from separately objecting.

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16.

The Administrator shall rent one or more post-office boxes to be used for receiving

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requests for exclusion from the Class and any other communications, and no one other than the

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Court or the Clerk of the Court and the Administrator shall have access to these post-office boxes.

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17.

Upon receipt of any request for exclusion, the Administrator shall immediately

forward a copy of the exclusion request to Class Counsel and Great American’s Counsel.

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18.

Great American’s Counsel and Class Counsel shall promptly furnish each other with

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copies of any and all written requests for exclusion that might come into their possession that are not

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otherwise provided by the Administrator.

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19.

All proceedings in the Action are stayed until further order of the Court, except as

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may be necessary to implement the proposed Settlement or to comply with the terms of the

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Settlement Agreement. Further, pending the Court’s final determination of whether the proposed

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Settlement will be approved, each and every Class Member who has not excluded himself or herself

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from the Settlement, the Class Member’s representatives, and/or all persons in active concert or

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participation with such Class Members are barred and enjoined from filing, commencing,

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prosecuting, maintaining, intervening in, participating in, conducting, or continuing, as class

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members or otherwise, any action, including without limitation a class action (including by seeking

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to amend a pending complaint to include class allegations or by seeking class certification in a

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pending action in any jurisdiction), in any federal court, any state court, or any other tribunal or

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forum of any kind, and from receiving any benefits from any lawsuit, administrative or regulatory

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proceeding or order in any jurisdiction, arising out of, based on, or relating to the claims, causes of

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actions, facts, and/or circumstances alleged in the Action and/or the Released Claims.

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20.

This Order shall become null and void, and shall be without prejudice to the rights of

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the Parties, all of whom shall be restored to their respective positions existing immediately before

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this Court entered this Order, if: (a) the proposed Settlement is not finally approved by the Court, or

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does not become final, pursuant to the terms of the Settlement Agreement; or (b) the Settlement is

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terminated in accordance with the terms of the Settlement Agreement or does not become effective

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as required by the terms of the Settlement Agreement for any other reason. In such event, the

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Settlement and Settlement Agreement shall become null and void and be of no further force and

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effect, and neither the Settlement Agreement nor the Court’s orders, including this Order, shall be

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used or referred to for any purpose whatsoever.

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21.

In no event shall the Settlement Agreement, any of its provisions, or any negotiations,

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statements, or proceedings relating to it be offered as, received as, used as, or deemed to be evidence

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in the Action, any other action, or in any other proceeding, except in a proceeding to enforce the
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Settlement Agreement. Without limiting the foregoing, neither the Settlement Agreement nor any

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related negotiations, statements, or proceedings shall be offered as, used as, or deemed to be

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evidence or an admission or concession by any person of any matter, including but not limited to any

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liability or wrongdoing on the part of Great American or as evidence of the appropriateness of

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certification of any class.

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22.

The Court reserves the right to continue the Fairness Hearing without further written

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notice to the Class, but will notify counsel for the Parties and any objectors or their counsel who

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have timely filed a notice of intention to appear in these proceedings. Unless the Court specifically

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orders otherwise, any such continuance shall not be interpreted to expand or change any deadlines

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contained in this Order or the Settlement Agreement.
IT IS SO ORDERED.

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November 6, 2017
13 DATED: _____________________________
Hon. Yvonne Gonzalez Rogers
United States District Judge

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EXHIBIT 1A

EXHIBIT
TO THE COURT'S ORDER

TO THE SETTLEMENT AGREEMENT

TO THE SETTLEMENT AGREEMENT

TO THE SETTLEMENT AGREEMENT

TO THE SETTLEMENT AGREEMENT

TO THE COURT'S ORDER

EXHIBIT 2