I. BACKGROUND

1 A. Factual Background 2 Defendant Aho Enterprises, Inc. (“Aho Enterprises”) does business as Superior Body Shop 3 (“Superior”), an automobile body repair business in San Carlos, California. Defendants Jack Aho, 4 Issa Aho, and Hani Aho are brothers who own and operate Aho Enterprises. Superior employs 5 individuals as production workers to perform repair work on cars. Production workers include 6 technicians, technician helpers, detailers, painters, and painter helpers. [Docket No. 48-2 (Hanhan 7 Dep., “PMK Dep.”) 43-45.] There are between 20 and 30 individuals employed as production 8 workers in any given month. Id. at 45. 9 Plaintiffs filed this action on January 23, 2019. In the second amended complaint, which is 10 the operative complaint, Plaintiffs plead the following claims for relief: 1) failure to pay overtime 11 in violation of the FLSA, 29 U.S.C. § 201 et seq.; 2) failure to pay overtime in violation of 12 California Labor Code sections 500, 510, 1194, and the applicable wage order; 3) failure to pay 13 minimum wage in violation of California Labor Code sections 226, 226.6, 1194, 1194.2, 1197 and 14 the applicable wage order; 4) failure to provide rest periods in violation of California Labor Code 15 sections 203, 226, 226.7, 1194, and the applicable wage order; 5) failure to provide meal periods 16 in violation of California Labor Code sections 203, 226, 226.7, 512, 1194, and the applicable wage 17 order; 6) failure to pay wages at termination in violation of California Labor Code sections 201, 18 202, and 203; 7) failure to provide accurate and itemized wage statements in violation of 19 California Labor Code sections 226, 1174, 1175, and the applicable wage order; 8) violation of 20 California Business and Professions Code section 17200 et seq., the unfair competition law; and 9) 21 civil penalties under the Private Attorneys General Act (“PAGA”), California Labor Code section 22 2698 et seq. [Docket No. 39 (2d Am. Compl., “SAC”).] 23 Plaintiffs moved for certification under Federal Rule of Civil Procedure 23 of a class of all 24 non-exempt production employees, including body shop technicians, technician helpers, detailers, 25 painters, and painter helpers, who were employed by Aho Enterprises, Inc. in the State of 26 California at any time from January 23, 2015 to September 30, 2019. They also sought 27 certification of three subclasses and two derivative subclasses. Plaintiffs also sought conditional 1 certification of the following FLSA collective action: All non-exempt production employees, 2 including body shop technicians, technician helpers, detailers, painters, and painter helpers, who 3 were employed by Aho Enterprises, Inc. in the State of California at any time from January 23, 4 2016 to September 30, 2019, who worked more than 40 hours a week. [Docket No. 47.] 5 On August 10, 2020, the court granted in part and denied in part the motion for class 6 certification. Sandoval Ortega v. Aho Enterprises, Inc., No. 19-CV-00404-DMR, 2020 WL 7 4584227 (N.D. Cal. Aug. 10, 2020). The court certified the following subclasses:

8 Overtime Pay Subclass: All non-exempt production employees, including body shop technicians, technician helpers, detailers, 9 painters, and painter helpers, who were employed by Aho Enterprises, Inc. in the State of California at any time from January 23, 2015 to 10 September 30, 2019, who worked in excess of eight hours in any workday or 40 hours in a week without proper overtime pay. 11 Rest Period Subclass: All non-exempt production employees, 12 including body shop technicians, technician helpers, detailers, painters, and painter helpers, who were employed by Aho Enterprises, 13 Inc. in the State of California at any time from January 23, 2015 to September 30, 2019, who worked shifts of at least three and one-half 14 hours in any workday, who had their rest and meal periods combined. 15 Id. at *7, 9, 12. 16 The court also certified two derivative subclasses under California Labor Code section 226 17 for Defendants’ alleged failure to provide accurate wage statements, and under California Labor 18 Code sections 201, 202, and 203 based on Defendants’ alleged failure to pay all wages owed upon 19 an employee’s termination or resignation. Id. at *10. 20 Additionally, the court conditionally certified the following collective action under the 21 FLSA: all non-exempt production employees, including body shop technicians, technician helpers, 22 detailers, painters, and painter helpers, who were employed by Aho Enterprises, Inc. in the State of 23 California at any time from January 23, 2016 to September 30, 2019, who worked more than 40 24 hours a week. Id. 25 The court appointed Jose Salvador Sandoval Ortega, J. Guadalupe Alaniz, Efrain 26 Henriquez, Norberto Rodriguez, Jose Luis Correa Martinez, Melvin Efrain Godoy Ramirez, 27 Eduardo Rodriguez, Rodolfo Vazquez, Daniel Valencia, and Jose Valencia as Class B. Litigation History 1 Class Counsel represents that they “conducted extensive due diligence” prior to filing the 2 complaint. [Docket No. 94-2 (Mallison Decl., Aug. 23, 2021) ¶ 15.] This included reviewing 3 documents provided by Plaintiffs and interviewing them in detail regarding their work at Superior 4 and Defendants’ wage payment practices. Id. After filing the complaint, Plaintiffs conducted 5 written discovery and deposed Defendants’ person most knowledgeable (“PMK”). Plaintiffs 6 reviewed Defendants’ payroll and timekeeping records and “assembled a comprehensive damages 7 model.” Id. at ¶ 16. 8 In April 2020, the parties attended a mediation session before Judge Kevin Murphy (ret.). 9 In October 2020, after the court’s order on class certification, the parties attended a second 10 mediation session before Judge Murphy. Id. at ¶¶ 19. The case did not settle. The parties 11 participated in a settlement conference before Chief Magistrate Judge Joseph C. Spero on 12 February 25, 2021 at which they reached an agreement in principle to settle the case. Id. See also 13 Docket No. 86. The parties executed a long-form settlement agreement in August 2021. Mallison 14 Decl. ¶ 22, Ex. 1 (the “Settlement Agreement”). 15

II. TERMS OF THE SETTLEMENT

16 A. Proposed Class and Monetary Relief 17 The Settlement Agreement defines “Class” to mean “the combined class members in the 18 Lawsuit,” set forth as follows: 19 All non-exempt production employees, including body shop 20 technicians, technician helpers, detailers, painters, and painter helpers, who were employed by Defendants in the State of California 21 at any time from January 23, 2015 to September 30, 2019. 22 Settlement Agreement § I.A. 23 Defendants agree to pay a total of $1,100,000 (the “Gross Settlement Amount”) to create a 24 non-reversionary Qualified Settlement Fund created by the Settlement Administrator. Defendants 25 will pay the Gross Settlement Amount to the Settlement Administrator in installments, as follows: 26 Defendants will pay the initial sum of $400,000 within 20 days of final approval and pay the 27 balance in eight quarterly payments of $75,000 (totaling $600,000), with a final payment of 1 be deducted from the Gross Settlement Amount: 1) “Class Representative Payments” of up to 2 $7,500 to each of the ten Class Representatives; 2) Class Counsel’s attorneys’ fees, not exceeding 3 one-third of the Gross Settlement Amount ($366,667) and litigation expenses not exceeding 4 $12,000; 3) the Settlement Administrator’s fees and expenses, estimated at $3,499; and 4) 5 payment of up to $37,500 to the Labor Workforce Development Agency (“LWDA”) to settle the 6 PAGA claim asserted in the SAC. Id. at § III.C; Mot. 5. See also Docket No. 95 (2d Mallison 7 Decl., Sept. 3, 2021) ¶ 3 (describing proposed administrator’s bid of $3,499 to administer 8 settlement). The remainder following those deductions, approximately $605,334, constitutes the 9 Net Settlement Amount from which individual class members will be paid “Settlement Shares.” 10 Settlement Agreement §§ I.P; I.X. 11 The Settlement Agreement contains a provision that in the event “the final number of 12 workweeks increase[s] by more than 5% prior to final approval of the settlement, then the [Gross 13 Settlement Amount of $1,100,000] will increase on a prorated basis based upon the percentage 14 increase in additional work weeks.” Id. at I.A.3. 15 The Settlement Administrator will pay a Settlement Share from the Net Settlement 16 Amount to Participating Class Members1 based on a “tiered pro rata share of the balance of the 17 Net Settlement Amount.” Id. at § III.E.1. The Settlement Share for each Participating Class 18 Member will be calculated as follows:

19 The Settlement Share for each Participating Class Member will be based on (a) that Participating Class Member’s total number of 20 workweeks in which the Class Member was employed by Defendants during the Class Period (b) divided by the aggregate number of 21 workweeks for Defendants of all Participating Class Members during the Settlement Class Period (c) multiplied by the value of the Net 22 Settlement Amount. 23 Id. 24 Participating Class Members do not have to submit a claim form in order to receive a 25 Settlement Share; the Settlement Administrator will mail settlement checks to all Class Members 26

27 1 “‘Participating Class Member’ means a Class Member who does not submit a valid and timely 1 who do not timely exclude themselves from the settlement. The Settlement Administrator will 2 make two distributions of the Net Settlement Amount to Participating Class Members. Id. at § 3 III.C.5. The first distribution will be made following the second quarterly payment, at which time 4 the Qualified Settlement Fund will equal $550,000. The first distribution will include all Class 5 Representative Payments approved by the court; the entire payment to the LWDA; and a first pro 6 rata distribution to Participating Class members. Id. at § III.C.5(a). Participating Class Members 7 will have 180 days from the issuance date to cash the settlement checks. Id. The 180-day 8 expiration date of the checks will be printed on the face of the checks. [Docket No. 100 (4th 9 Mallison Decl., Oct. 21, 2021) ¶ 4.]2 Any Participating Class Members who have not cashed the 10 checks 145 days after issuance will receive a reminder postcard from the Settlement 11 Administrator. If the Settlement Administrator re-issues a settlement check after the initial 12 distribution, the recipient will have an additional 180 days to cash the check but the Settlement 13 Administrator will not mail reminder postcards for re-issued checks. Any uncashed checks which 14 remain uncashed as of the date of the second and final distribution will be added to the distribution 15 to the remaining Participating Class Members on a pro rata basis. Settlement Agreement § 16 III.C.5.a. 17 The second distribution will take place after the final payment is made by Defendants into 18 the Qualified Settlement Fund, which is no later than 830 days after the date of Final Approval. 19 The second distribution will include payment of Class Counsel fees and expenses; payment of the 20 Settlement Administrator’s expenses; and a second pro rata distribution to the Participating Class 21 Members. Id. at § III.C.5(b). Any checks that remain uncashed after 90 days of the final 22 distribution will be voided and the amount will be allocated to a suitable cy pres recipient. Id. 23 Class Counsel states that they will propose California Rural Legal Assistance (“CRLA”) and/or 24 Legal Aid at Work (“LAAW”) as cy pres recipients at final approval. Mallison Decl. ¶ 27. 25 The Class Representative Payments will be treated and allocated as follows: 10% as wages 26 2 Class Counsel states “that the 90-day expiration period of class member settlement checks will 27 be printed on the face of said checks.” 3d Mallison Decl. ¶ 4. The court assumes the reference to 1 reportable on IRS W-2 forms and 90% as penalties and interest reportable on IRS Form 1099. 2 Settlement Agreement § III.D. 3 B. Release 4 The Settlement Agreement contains the following release provision regarding Participating 5 Class Members:

6 Participating Class Members. In consideration of their Settlement Share and other terms and conditions of this Agreement, each Class 7 Member who does not submit a timely and valid Election Not to Participate in Settlement, shall, upon the Effective Date, be deemed 8 to have released Defendants, their and its current and former agents co-employers, and its related entities, spouses, owners, board 9 members, alter egos, predecessors, successors and assigns from all claims alleged in the operative complaint in the Action, and any 10 additional wage-and-hour claims that could have been brought based on the facts alleged therein, through the date of Preliminary Approval 11 (“Released Matters”).

12 Settlement Agreement § III.G.3. “Effective Date” is defined as seven calendar days after all of 13 seven conditions are satisfied, including mailing of the Class Notice, expiration of the opt-out 14 deadline as defined in the Class Notice, fewer than 10% of the Settlement Class Members submit 15 timely and valid requests to opt out of the Settlement Class, and final approval of the proposed 16 settlement. Id. at § I.K. 17 Plaintiffs separately agree to release “any and all known or unknown claims” arising on or 18 before the date they signed the Settlement Agreement and through the date of preliminary 19 approval. Id. at III.G.1. 20 C. Notice to the Class Members 21 Within 14 calendar days of preliminary approval, Defendants will provide the Settlement 22 Administrator with the names, most recent mailing address and telephone number, Social Security 23 number, and the number of workweeks each Class Member worked during the applicable period. 24 Settlement Agreement § III.F.2(a). Within ten days after receipt of this information, the 25 Settlement Administrator will mail the Class Notice to Class Members via first-class U.S. Mail 26 and email, where email addresses are available. Class Members will have 40 calendar days from 27 the mailing of the Class Notice to submit “Elections Not to Participate” or objections. Id. at § 1 III.F.2(c). 2 Prior to mailing, the Settlement Administrator will update the mailing address information 3 using a national database. Notices returned with a forwarding address will be re-mailed to the new 4 address via United States Mail. If a notice is returned without a forwarding address, the 5 Settlement Administrator will perform a skip trace search to obtain an updated address. Id. at § 6 III.F.2(b). 7 The revised Class Notice includes, in relevant part, a description of the lawsuit, including 8 an overview of the allegations; contact information for Class Counsel and the Settlement 9 Administrator; a summary of the settlement amount, its distribution, and the methodology for 10 calculating the Settlement Shares; and the release of claims. [Docket No. 103 (Keller Decl. Nov. 11 22, 2021) ¶ 2, Ex. 1 (Rev. Class Notice).] The revised Class Notice also informs Class Members 12 of their “Legal Rights and Options,” including 1) participate in the settlement by doing nothing 13 and automatically receiving a Settlement Share; 2) opt out by mailing a completed “Election Not 14 to Participate in Settlement” by the deadline stated in the Class Notice; 3) or object to the 15 settlement by filing written objections with the court by the deadline stated in the Class Notice. 16 Id. Class Members are also notified about the scheduling of the final approval hearing. Id. The 17 revised Class Notice includes a statement about the number of workweeks the individual Class 18 Member worked and an estimated Settlement Share. It explains that if a Class Member believes 19 that the information about the anticipated Settlement Share is incorrect, they may “provide a 20 written explanation of the basis for [their] challenge and submit any documents that support [their 21 position to the Settlement Administrator” by the deadline stated in the Class Notice. Id. See also 22 Settlement Agreement § III.F.2(g). The revised Class Notice further explains in bold type that the 23 settlement will be paid in two distributions over approximately two years so that Class Members 24 must ensure that their contact information remains current with the Settlement Administrator, and 25 warns that if the Settlement Administrator does not have a Class Member’s current address on file, 26 they will not receive a payment under the second distribution. Rev. Class Notice. Finally, the 27 Class Counsel submitted a copy of a certified Spanish language translation of the revised Class 1 Ex. 1 (Rev. Class Notice-Spanish).] 2 D. Settlement Administrator 3 As noted, the Settlement Administrator’s fees and expenses will be paid from the Gross 4 Settlement Amount. Settlement Agreement § III.C. Class Counsel proposes appointing 5 Simpluris, Inc. (“Simpluris”) as the Settlement Administrator. 2d Mallison Decl. ¶ 3. Simpluris’s 6 fee for administering the settlement is $3,499. Id. 7 III. DISCUSSION 8 In the Ninth Circuit, there is a “strong judicial policy that favors settlements” of class 9 actions. Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1276 (9th Cir. 1992). Nonetheless, 10 “Rule 23(e) imposes on district courts an independent obligation to ensure that any class 11 settlement is ‘fair, reasonable, and adequate,’ accounting for the interests of absent class 12 members.” Briseño v. Henderson, 998 F.3d 1014, 1022 (9th Cir. 2021) (quoting Fed. R. Civ. P. 13 23(e)(2)). “The court’s role in reviewing a proposed settlement is to represent those class 14 members who were not parties to the settlement negotiations and agreement.” Tadepalli v. Uber 15 Techs., Inc., No. 15-cv-04348-MEJ, 2016 WL 1622881, at *6 (N.D. Cal. Apr. 25, 2016). At the 16 preliminary approval state, the court’s role is to assess whether the settlement “falls within the 17 range of possible approval.” Terry v. Hoovestol, Inc., No. 16-cv-05183-JST, 2018 WL 4283420, 18 at *1 (N.D. Cal. Sept. 7, 2018) (internal quotation marks and further citations omitted). 19 Here, the court previously certified two subclasses of hourly production workers: an 20 “Overtime Pay Subclass” and a “Rest Period Subclass,” as well as derivative subclasses based on 21 Defendants’ alleged failure to provide accurate wage statements and failure to pay all wages owed 22 at the time of termination or resignation. Plaintiffs now ask the court to conditionally certify a 23 class for settlement purposes that appears to be broader, but is apparently coextensive with the 24 certified classes. Mot. 13. The proposed settlement class consists of “[a]ll non-exempt production 25 employees, including body shop technicians, technician helpers, detailers, painters, and painter 26 helpers, who were employed by Defendants in the State of California at any time from January 23, 27 2015 to September 30, 2019.” Settlement Agreement § I.A. This proposed class “includes all 1 (Woolfson Decl., Oct. 19, 2021) ¶ 6.] Plaintiffs submit a declaration by their expert statistician 2 and database analyst, Aaron Woolfson, in which he states that “the settlement class is coextensive 3 with the subclasses as there are no settlement class members who are not also members of the 4 certified subclasses,” and that every individual in the settlement class was subject to the policies 5 that resulted in alleged overtime and rest period violations. Id. at ¶¶ 6-9. Therefore, the 6 composition of the proposed settlement class appears to encompass the same employees covered 7 by the classes certified for litigation. Accordingly, the court now turns to whether preliminary 8 approval is appropriate. 9 The court will look to two authorities in deciding whether to grant preliminary approval: 10 the fairness factors set forth in Churchill Vill., L.L.C. v. Gen. Elec., 361 F.3d 566, 575 (9th Cir. 11 2004) and the factors in Rule 23(e)(2). “The relative degree of importance to be attached to any 12 particular factor will depend upon . . . the unique facts and circumstances presented by each 13 individual case.” Officers for Justice v. Civil Serv. Comm’n of City & Cty. of San Francisco, 688 14 F.2d 615, 625 (9th Cir. 1982). The court will also consider the Northern District of California’s 15 Procedural Guidance for Class Action Settlements to the extent the guidelines are not 16 encompassed within the Churchill and Rule 23(e)(2) factors.3 17 A. Churchill Factors 18 A class action “may be settled, voluntarily dismissed, or compromised only with the 19 court’s approval.” Fed. R. Civ. P. 23(e). The “decision to approve or reject a settlement is 20 committed to the sound discretion of the trial judge because he is exposed to the litigants, and their 21 strategies, positions, and proof.” In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 458 (9th Cir. 22 2000) (citation omitted). The district court’s role in reviewing proposed class action settlements is 23 to determine whether a settlement is “fundamentally fair, adequate, and reasonable.” Id. The 24 court is tasked with balancing a number of factors, including: 25 (1) the strength of the plaintiffs’ case; (2) the risk, expense, complexity, and likely duration of further litigation; (3) the risk of 26 maintaining class action status throughout the trial; (4) the amount offered in settlement; (5) the extent of discovery completed and the 27 stage of the proceedings; (6) the experience and views of counsel; (7) 1 the presence of a governmental participant; and (8) the reaction of the class members to the proposed settlement. 2 Churchill, 361 F.3d at 575. 3 1. Strength of Plaintiffs’ Case and Risks of Litigation 4 The first three factors are addressed together and require the court to assess the plaintiff’s 5 “likelihood of success on the merits and the range of possible recovery” versus the risks of 6 continued litigation and maintaining class action status through the duration of the trial. See 7 Garner v. State Farm Mut. Auto. Ins. Co., No. 08-cv-1365-CW, 2010 WL 1687832, at *9 (N.D. 8 Cal. Apr. 22, 2010). However, the court need not “reach any ultimate conclusions on the 9 contested issues of fact and law which underlie the merits of the dispute, for it is the very 10 uncertainty of outcome in litigation and avoidance of wasteful and expensive litigation that induce 11 consensual settlements.” Officers for Justice, 688 F.2d at 625. These factors weigh in favor of 12 approving settlement when the defendant has “plausible defenses that could have ultimately left 13 class members with a reduced or non-existent recovery.” In re TracFone Unlimited Serv. Plan 14 Litig., 112 F. Supp. 3d 993, 999 (N.D. Cal. 2015). The Ninth Circuit has explained that there is no 15 “particular formula by which th[e] outcome [of litigation] must be tested” in conducting this 16 inquiry; “[u]ltimately, the district court’s determination is nothing more than an amalgam of 17 delicate balancing, gross approximations and rough justice.” Rodriguez v. W. Publ’g Corp., 563 18 F.3d 948, 965 (9th Cir. 2009) (quoting Officers for Justice, 688 F.2d at 625). 19 Here, the SAC alleges multiple Labor Code violations, violations of the FLSA, and claims 20 under the UCL and PAGA. Class Counsel discusses two key factors he used to evaluate the case, 21 its value, and the settlement. The first factor is Defendants’ financial condition. Class Counsel 22 explains that throughout the settlement negotiations, Defendants raised their “financial constraint” 23 as a limit on their ability to reach a settlement. Mallison Decl. ¶¶ 21, 34. Class Counsel states that 24 he made the proposed settlement conditional on discovery to confirm Defendants’ financial 25 condition, and that Defendants produced sales records from 2019 and 2020, both before and after 26 the onset of the COVID-19 pandemic. Id. at ¶ 34. He determined that “Defendants did, in fact, 27 establish financial constraint,” and that the creation of a common fund through installment 1 payments outweighed the risks associated with proceeding to trial. Id. 2 Class Counsel next explains that the overtime calculations rested on Plaintiffs’ assertion of 3 hours worked for Defendants, but that Plaintiffs lack any supporting records or documentation. 4 According to Class Counsel, the settlement is in the Class Members’ best interests given the risks, 5 including the risks of delay and the possibility of Defendants’ prevailing on the merits, as well as 6 the practical risk of Defendants’ bankruptcy. Id. 7 Given the risks and costs of continued litigation, including the risk of Defendants’ 8 declaring bankruptcy during the litigation, the court finds that the immediate reward to Class 9 Members through settlement is preferable. As discussed, Class Members will receive a pro-rata 10 share of the Net Settlement Amount based on the number of weeks each individual Class Member 11 worked compared to the number of weeks worked by all Class Members. There is value in the 12 Class Members receiving money now, as opposed to some uncertain time in the future. 13 Weighing the potential benefits to the class against the risks of continued litigation, the 14 court finds that first three Churchill factors support approving the settlement. 15 2. Amount Offered in Settlement 16 The fourth Churchill factor looks at the amount of recovery offered in settlement. When 17 considering whether the amount offered in settlement is fair and adequate, “[i]t is the complete 18 package taken as a whole, rather than the individual component parts, that must be examined for 19 overall fairness.” Officers for Justice, 688 F.2d at 628. In addition, “it is well-settled law that a 20 proposed settlement may be acceptable even though it amounts to only a fraction of the potential 21 recovery that might be available to the class members at trial.” Nat’l Rural Telecommunications 22 Coop. v. DIRECTV, Inc., 221 F.R.D. 523, 527 (C.D. Cal. 2004). 23 As discussed above, the Net Settlement Amount is approximately $605,334 after 24 deductions for attorneys’ fees and litigation costs, incentive awards, administration fees, and 25 payment to the LWDA. Class Counsel states that there are 84 individuals who worked for 26 Defendants between January 23, 2015 and September 30, 2019. Mallison Decl. ¶ 22, Settlement 27 Agreement Ex. A (Class List). Therefore, the average net recovery per Participating Class 1 $1,282,301, and the damages for their meal and rest break claims (based on the theory that 2 Defendants failed to provide lawful meal and rest breaks by requiring Class Members to combine 3 their breaks) to be $1,443,982. Id. at ¶ 35. The sum of these damages, not including waiting time 4 penalties, penalties for inaccurate wage statements, or interest, is $2,726,283. Therefore, the $1.1 5 million settlement represents approximately 40% of the total exposure for these claims. Id. 6 Plaintiffs further explain that prevailing on their overtime and meal and rest break claims 7 would provide the basis for recovery of PAGA penalties, but that any such penalties would 8 potentially be reduced as “unjust, arbitrary and oppressive, or confiscatory” given Defendants’ 9 financial condition. See Cal. Lab. Code § 2699(e)(2). 10 The court finds that the monetary relief offered by the Settlement Agreement is fair and 11 reasonable. 12 3. Stage of Proceedings 13 Class settlements are presumed fair when they are reached “following sufficient discovery 14 and genuine arms-length negotiation.” DIRECTV, Inc., 221 F.R.D. at 528; 4 Newberg at § 11.24. 15 “The extent of discovery [also] may be relevant in determining the adequacy of the parties’ 16 knowledge of the case.” DIRECTV, 221 F.R.D. at 527 (quoting Manual for Complex Litigation, 17 Third § 30.42 (1995)). “A court is more likely to approve a settlement if most of the discovery is 18 completed because it suggests that the parties arrived at a compromise based on a full 19 understanding of the legal and factual issues surrounding the case.” Id. (quoting 5 Moore’s 20 Federal Practice, §23.85[2][e] (Matthew Bender 3d ed.)). However, “[i]n the context of class 21 action settlements, as long as the parties have sufficient information to make an informed decision 22 about settlement, ‘formal discovery is not a necessary ticket to the bargaining table.’” Wilson v. 23 Tesla, Inc., No. 17-cv-03763-JSC, 2019 WL 2929988, at *8 (N.D. Cal. July 8, 2019) (quoting 24 Linney v. Cellular Alaska P’ship, 151 F.3d 1234, 1239 (9th Cir. 1998)). 25 Here, Class Counsel states that Plaintiffs conducted “significant amounts of written 26 discovery” after filing the lawsuit. Mallison Decl. ¶ 16. This includes receiving payroll and 27 timekeeping records for Class Members during the Class Period. Plaintiffs also deposed 1 calculate payroll. Id.; see Sandoval Ortega, 2020 WL 4584227, at *2. 2 Defendants also produced discovery in connection with the parties’ settlement 3 negotiations that confirmed their “financial constraint and hardship.” Mallison Decl. ¶ 21. The 4 court finds that the extent of discovery taken in this case favors approval of the settlement. 5 4. Experience and Views of Counsel 6 The experience and views of counsel weigh in favor of approving the settlement. Mallison 7 & Martinez is a class action law firm that was created in 2005. Mallison Decl. ¶ 4. Attorney Stan 8 Mallison states that he has practiced class and representative action litigation for approximately 18 9 years. Attorney Hector Martinez has practiced law, including prosecuting representative PAGA 10 actions, since 1998. Id. at ¶¶ 8, 9, 42. In connection with class certification, the court previously 11 found that Mallison & Martinez satisfies Rule 23(a)’s adequacy of representation requirements 12 and that Class Counsel has “vigorously prosecuted this action during its pendency.” Sandoval 13 Ortega, 2020 WL 4584227, at *5. Mallison states in his declaration in support of the motion that 14 he “believe[s] the Settlement is fair, adequate, and reasonable, as it provides substantial 15 compensation to employees who worked for Defendants,” and that “the settlement distribution is 16 fair and reasonable given the circumstances of this case and the strength and weaknesses of the 17 various claims.” Mallison Decl. ¶¶ 22, 28. 18 The court finds that this factor weighs in favor of finding that the proposed settlement is 19 fair, adequate, and reasonable. 20 5. Government Participant 21 This factor is inapplicable because there is no government participant in this case. See 22 Mendoza v. Hyundai Motor Co., Ltd, No. 15-cv-01685-BLF, 2017 WL 342059, at *7 (N.D. Cal. 23 Jan. 23, 2017). 24 6. Reaction of Class Members 25 The reaction of the Class Members is best assessed at the final approval hearing since the 26 court can look at how many class members submitted claim forms and objections. See Rodriguez 27 v. W. Publ’g Corp., 563 F.3d 948, 967 (9th Cir. 2009) (affirming approval of a class action 1 should not be considered in preliminary approval. 2 B. Rule 23(e) Factors 3 Rule 23(e) requires the court to consider whether:

4 (A) the class representatives and class counsel have adequately represented the class; 5 (B) the proposal was negotiated at arm’s length; 6 (C) the relief provided for the class is adequate, taking into account: 7 (i) the costs, risks, and delay of trial and appeal; 8 (ii) the effectiveness of any proposed method of distributing 9 relief to the class, including the method of processing class- member claims; 10 (iii) the terms of any proposed award of attorney’s fees, 11 including timing of payment; and

12 (iv) any agreement required to be identified under Rule 23(e)(3); and 13 (D) the proposal treats class members equitably relative to each other. 14 Fed. R. Civ. P. 23(e). 15 1. Adequacy of Representation 16 Class Counsel’s experience is noted in Section III.A.4, above. Class Counsel states that 17 Plaintiffs “have carried out all required tasks in this case to help us pursue this action, providing us 18 with information, documents, insights, opinions, and necessary decisions to make this case 19 successful.” Mallison Decl. ¶ 13. He also states that he is unaware of any conflict or suggestion 20 of conflict between Plaintiffs and the absent Class Members. Id. 21 There is no indication that Plaintiffs’ interest is not aligned with the interests of the absent 22 Class Members. Further, as noted, Class Counsel are experienced and competent, which is 23 another indication that Plaintiffs have adequately represented the class. See In re Pac. Enters. Sec. 24 Litig., 47 F.3d 373, 378 (9th Cir. 1995) (“Parties represented by competent counsel are better 25 positioned than courts to produce a settlement that fairly reflects each party’s expected outcome in 26 litigation.”). The court finds that this factor is satisfied. 27 2. Non-Collusive Negotiations 1 The Ninth Circuit “put[s] a good deal of stock in the product of an arms-length, non- 2 collusive, negotiated resolution” in approving a class action settlement. Rodriguez, 563 F.3d at 3 965. Courts must “scrutinize agreements for ‘subtle signs that class counsel have allowed pursuit 4 of their own self-interests . . . to infect negotiations.’” Briseño, 998 F.3d at 1023 (quoting In re 5 Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935, 947 (9th Cir. 2011)). These “Bluetooth 6 factors” are (1) “when counsel receive a disproportionate distribution of the settlement or when the 7 class receives no monetary distribution but class counsel are amply rewarded”; (2) when the 8 payment of attorneys’ fees is “separate and apart from class funds”; and (3) when the parties 9 arrange for benefits that are not awarded to revert to the defendants rather than being added to the 10 class fund. Id. The Ninth Circuit recently clarified that “district courts must apply the Bluetooth 11 factors to scrutinize fee arrangements . . . to determine if collusion may have led to class members 12 being shortchanged” in both pre- and post-class certification proposed settlements. Briseño, 998 13 F.3d at 1025-26. 14 The first factor is not present here. Class Members are eligible for Settlement Shares of 15 the Net Settlement Fund in the form of monetary payments. As to attorneys’ fees, “[w]here a 16 settlement produces a common fund for the benefit of the entire class, courts have discretion to 17 employ either the lodestar method or the percentage-of-recovery method” when awarding fees. 18 Bluetooth, 654 F.3d at 942. The Ninth Circuit has identified 25% of the common fund as a 19 reasonable benchmark for an attorneys’ fees award. Id. Courts may also cross-check the amount 20 by using both methods. See Mendoza v. Hyundai Motor Co., Ltd, No. 15-cv-01685-BLF, 2017 21 WL 342059, at *14 (N.D. Cal. Jan. 23, 2017). In this case, Class Counsel will request, and 22 Defendants will not oppose, up to one-third of the Gross Settlement Amount, or $366,667. This 23 amount is higher than the benchmark of 25% of the common fund. In supplemental briefing, 24 Class Counsel explains that the current lodestar is $512,317.70. [Docket No. 98-1 (3d Mallison 25 Decl., Oct. 12, 2021) ¶ 3, Ex. 1.] Therefore, the requested fee award of $366,667 amounts to a 26 fractional multiplier of .72. Id. The court will address the exact amount of fees to be awarded in 27 the order for final approval, but at this stage, it does not appear that counsel will receive a 1 disproportionate share of the settlement. 2 The second Bluetooth factor refers to a “clear sailing” arrangement providing for the 3 payment of attorneys’ fees separate and apart from the class fund without objection by the 4 defendant. Such provisions “carr[y] the potential of enabling a defendant to pay class counsel 5 excessive fees and costs in exchange for counsel accepting an unfair settlement on behalf of the 6 class.” Bluetooth, 654 F.3d at 947 (internal quotation marks omitted); see Briseño, 998 F.3d at 7 1026-27 (“[a] clear sailing provision signals the potential that a defendant agreed to pay class 8 counsel excessive fees in exchange for counsel accepting a lower amount for the class members.”). 9 There is a clear sailing provision in this case, as the settlement agreement states that Defendants 10 will not oppose Class Counsel seeking fees up to one-third of the Gross Settlement Amount. 11 Settlement Agreement III.C.2. “[W]hen confronted with a clear sailing provision, the district 12 court has a heightened duty to peer into the provision and scrutinize closely the relationship 13 between attorneys’ fees and benefit to the class, being careful to avoid awarding ‘unreasonably 14 high’ fees simply because they are uncontested.” Bluetooth, 654 F.3d at 948. This one warning 15 sign is not necessarily enough to prove collusion, depending on the other indicia of arms-length 16 negotiations present in the case. See, e.g. Wilson v. Tesla, Inc., No. 17-cv-03763-JSC, 2019 WL 17 2929988, at *10 (N.D. Cal. July 8, 2019) (stating that other relevant considerations include the 18 benefits to the class members and the extent of discovery and litigation). As examined further 19 herein, the parties’ litigation efforts are not indicative of collusion and the amount of attorneys’ 20 fees do not appear disproportionate to the class recovery. Therefore, the second factor does not 21 prohibit granting preliminary approval. 22 As for the third factor, there is no concern under this factor, as any unpaid funds will not 23 revert to Defendants; rather, such funds will go through a second distribution to Class Members, 24 and any unpaid funds remaining after the second distribution will be distributed to cy pres 25 recipients. 26 In sum, the Settlement Agreement “appears to be the product of serious, informed, non- 27 collusive negotiations.” In re Tableware Antitrust Litig., 484 F. Supp. 2d at 1078, 1079-80 (N.D. 3. Adequate Relief 1 In considering whether class relief is adequate, a court must consider: 2 (i) the costs, risks, and delay of trial and appeal; 3 (ii) the effectiveness of any proposed method of distributing relief to 4 the class, including the method of processing class-member claims;

5 (iii) the terms of any proposed award of attorney’s fees, including timing of payment; and 6 (iv) any agreement required to be identified under Rule 23(e)(3) . . . 7 Rule 23(e)(2)(C). 8 a. Costs, Risks, and Delay of Trial and Appeal 9 The cost and risk of continued litigation is discussed in Section III.A.1, above. 10 b. Relief Distribution 11 Rule 23 requires the court to consider “the effectiveness of any proposed method of 12 distributing relief to the class, including the method of processing class-member claims.” Fed. R. 13 Civ. P. 23(e)(2)(C)(ii). “Adequate notice is critical to court approval of a class settlement under 14 Rule 23(e).” Hanlon, 150 F.3d at 1025. “[N]otice must be ‘reasonably calculated, under all the 15 circumstances, to apprise interested parties of the pendency of the action and afford them an 16 opportunity to present their objections.’” Tadepalli v. Uber Techs., Inc., No. 15-cv-04348-MEJ, 17 2016 WL 1622881, at *6 (N.D. Cal. Apr. 25, 2016) (quoting Mullane v. Cent. Hanover Bank & 18 Tr. Co., 339 U.S. 306, 314 (1950)). 19 The Settlement Agreement’s notice provisions are set forth in detail above in Section II.C. 20 In relevant part, the Settlement Agreement provides that Defendants will provide the name, 21 contact information, Social Security number, and number of workweeks worked during the 22 applicable period for each Class Member to the Settlement Administrator within 14 calendar days 23 of preliminary approval. The Settlement Administrator will mail the Class Notice to Class 24 Members within ten days after receiving this information, and will also send the Class Notice to 25 Class Members for whom it is provided email addresses. Prior to mailing, the Settlement 26 Administrator will update the mailing address information using a national database. Notices 27 returned with a forwarding address will be re-mailed to the new address via United States Mail, 1 and if a notice is returned without a forwarding address, the Settlement Administrator will perform 2 a skip trace search to obtain an updated address. 3 The Class Members need not submit a claim form in order to receive a Settlement Share. 4 The revised Class Notice includes pertinent information about the lawsuit and explains that Class 5 members may do any of the following: 1) participate in the settlement by doing nothing and 6 automatically receiving a Settlement Share; 2) opt out by mailing a completed “Election Not to 7 Participate in Settlement” by the deadline stated in the Class Notice; 3) or object to the settlement 8 by filing written objections with the court by the deadline stated in the Class Notice. It also 9 explains how the Class Members may challenge the number of workweeks printed on the Class 10 Notice. 11 The court finds that the proposed notice is adequate and reasonably calculated to apprise 12 Class Members of their rights under the Agreement. 13 c. Attorneys’ Fees 14 Attorneys’ fees are discussed in Section III.B.2, above. 15 d. Equitable Treatment 16 The proposed settlement provides equal access to the Net Settlement Fund for all Class 17 Members who do not submit timely “Elections Not to Participate.” According to Plaintiffs’ 18 statistician and database analyst, the proposed workweek model of distribution is “the most 19 reasonably manageable model” to achieve “the equitable distribution of settlement funds.” 20 Woolfson Decl. ¶ 10. The proposed distribution model balances conflicting factors such as 21 interest and “asserted higher violation rates for the earliest periods,” which favor older claims, 22 with increasing wage rates and shorter limitations periods for penalties, which favor newer claims. 23 Id. The court finds that the proposed settlement treats Class Members equitably. 24 C. Northern District Guidelines 25 The Northern District of California has issued procedural guidance for the settlement of 26 class actions (“Guidelines”). To the extent the guidelines are not encompassed within the 27 Churchill and Rule 23(e)(2) factors discussed above, the court will consider them, although they 1. Release of Claims 1 The Guidelines require the court to look at “any differences between the claims to be 2 released and the claims certified for class treatment and an explanation as to why the differences 3 are appropriate in the instant case.” Guideline § 1(d). 4 The release provision in the Settlement Agreement that is applicable to the Class Members 5 provides: 6 Participating Class Members. In consideration of their Settlement 7 Share and other terms and conditions of this Agreement, each Class Member who does not submit a timely and valid Election Not to 8 Participate in Settlement, shall, upon the Effective Date, be deemed to have released Defendants, their and its current and former agents 9 co-employers, and its related entities, spouses, owners, board members, alter egos, predecessors, successors and assigns from all 10 claims alleged in the operative complaint in the Action, and any additional wage-and-hour claims that could have been brought based 11 on the facts alleged therein, through the date of Preliminary Approval (“Released Matters”). 12 13 Settlement Agreement § III.G.3 (emphasis added). 14 The released claims differ from the claims asserted in the operative complaint in that the 15 release applies to claims “wage-and-hour claims that could have been brought based on the facts 16 alleged” in the operative complaint. “The Ninth Circuit allows federal courts to release not only 17 those claims alleged in the complaint, but also claims ‘based on the identical factual predicate as 18 that underlying the claims in the settled class action.’” In re Anthem, Inc. Data Breach Litig., 327 19 F.R.D. 299, 327 (N.D. Cal. 2018) (quoting Hesse v. Sprint Corp., 598 F.3d 581, 590 (9th Cir. 20 2010)). Courts in this district have approved releases with similar language. Id. (collecting cases). 21 The court finds that the release is not improperly broad. See, e.g., Uschold v. NSMG Shared 22 Servs., LLC, 333 F.R.D. 157, 166 (N.D. Cal. 2019) (granting preliminary approval to wage and 23 hour class action settlement that released all claims “that are asserted in the FAC or could have 24 been asserted based on the same nucleus of operative facts.”). 25 2. Settlement Administration 26 “In the motion for preliminary approval, the parties should identify the proposed settlement 27 administrator, the settlement administrator selection process, how many settlement administrators 1 class counsel’s firms’ history of engagements with the settlement administrator over the last two 2 years. The parties should also address the anticipated administrative costs, the reasonableness of 3 those costs in relation to the value of the settlement, and who will pay the costs.” Guideline § 2. 4 3. Class Counsel proposes appointing Simpluris as the Settlement Administrator. Simpluris’s fee for administering the settlement is 5 $3,499. 2d Mallison Decl. ¶ 3. Class Counsel states that they selected Simplus after soliciting bids from “six reputable administration 6 companies.” 3d Mallison Decl. ¶ 2. Simpluris submitted the lowest bid. Class Counsel has worked with Simpluris “numerous times before” and 7 knows it “to be competent to diligently administer this settlement.” Id. The court finds the appointment of Simpluris is appropriate in this 8 case. Incentive Awards 9 The Guidelines require the parties to “include information about the incentive awards they 10 intend to request as well as the evidence supporting the awards in the motion for preliminary 11 approval. The parties should ensure that neither the size nor any conditions placed on the 12 incentive awards undermine the adequacy of the named plaintiffs or class representatives.” 13 Guideline § 7. 14 Here, after the Class Members are notified and have the opportunity to object, Plaintiffs 15 intend to request incentive awards that do not exceed $7,500 for each of the Class Representatives. 16 This amount is higher than the presumptively reasonable incentive award in this district, which is 17 $5,000. In re Chrysler-Dodge-Jeep Ecodiesel Mktg., Sales Practices, & Prod. Liab. Litig., No. 18 17-md-02777-EMC, 2019 WL 536661, at *9 (N.D. Cal. Feb. 11, 2019). In supplemental briefing, 19 Class Counsel states the following:

20 Plaintiffs have contributed to the prosecution and settlement of this case in earnest. Among other efforts, they gave class counsel a wealth 21 of information about Defendant’s operations as they related to the class claims herein, produced documents, responded to discovery, sat 22 for deposition, and generally remained in-touch and enthusiastic about participating in this litigation. More than anything, they risked 23 and continue to risk the stigma of having their names attached to this federal class action lawsuit, and the associated harm to their 24 reputations and the risk of retaliation for future employers. In spite of, and with knowledge of these risks, they stepped forward to 25 vindicate their labor rights.

26 3d Mallison Decl. ¶ 4. Class Counsel will submit declarations by the Class Representatives at the 27 time of final approval. Id. 1 Although the requested incentive award exceeds the presumptively reasonable amount, the 2 court finds that this factor does not weigh against preliminary approval. The court will make a final 3 determination on the incentive award at a later date. 4 4. Cy Pres Awardees 5 “If the settlement contemplates a cy pres award, the parties should identify their chosen cy 6 pres recipients, if any, and how those recipients are related to the subject matter of the lawsuit and 7 the class members. The parties should also identify any relationship they or their counsel have 8 with the proposed cy pres recipients. In general, unused funds allocated to attorneys’ fees, 9 incentive awards, settlement administration fees and payments to class members should be 10 distributed to the class pro rata or awarded to cy pres recipients.” 11 Here, Plaintiffs state that they will propose California Rural Legal Assistance (“CRLA”) 12 and Legal Aid at Work (“LAAW”) as cy pres recipients at final approval. Mallison Decl. ¶ 27. At 13 the preliminary approval hearing, the court asked Class Counsel to provide additional information 14 supporting the selection of CRLA as a cy pres recipient in this case. Class Counsel explains in a 15 supplemental declaration that there is “substantial overlap” between the work of Mallison & 16 Martinez, CRLA, and LAAW “assisting working class, Spanish speaking communities,” as the 17 Mallison & Martinez firm “primarily represents low-wage, often monolingual Spanish speaking 18 clients who seek [their] assistance with employment claims such as wage/hour, discrimination, 19 harassment, workers’ compensation, and wrongful termination.” Id. at ¶ 7. This is work similar to 20 the work done by CRLA and LAAW. Id., Exs. 3, 4. 21 Additionally, Class Counsel acknowledges that attorney Hector Martinez worked for 22 CRLA from 1999-2004, as did Liliana Garcia, a former attorney with Mallison & Martinez. 4th 23 Mallison Decl. ¶ 6. Counsel explains that his office is currently co-counsel with CRLA on at least 24 one case, but that “[t]here are no agreements between anyone at [his] office or at CRLA that the 25 organization will be selected as a cy pres recipient in connection with unclaimed settlement 26 funds.” Id. at ¶ 6. 27 The “overlap” in the work of Class Counsel, CRLA and LAAW is not surprising, given the 1 with the work of CRLA and LAAW, which is directly in line with the claims and goals pursued in 2 this case. Therefore, CRLA and LAAW are appropriate cy pres recipients. 3 5. Class Action Fairness Act (“CAFA”) Notice 4 “The parties should address whether CAFA notice is required and, if so, when it will be 5 given.” Guidelines § 10. 6 In supplemental briefing, Plaintiffs confirm that Defendants sent CAFA notice on October 7 11, 2021. 4th Mallison Decl. ¶ 8. 8 * * * 9 In sum, the court concludes that preliminary approval is warranted. 10 IV. CONCLUSION 11 For the foregoing reasons, the motion for preliminary approval is granted. It is ordered 12 that: 13 1. The Settlement Agreement is preliminarily approved as fair, adequate, and reasonable pursuant 14 to Rule 23(e). 15 2. Simpluris, Inc. is appointed as the Administrator. 16 3. The revised proposed Class Notice (Docket No. 103-1) is approved as to form and content. 17 The parties shall have discretion to jointly make non-material minor revisions to the claim 18 forms or the class notices. Responsibility regarding settlement administration, including, but 19 not limited to, notice and related procedures, shall be performed by the Administrator, subject 20 to the oversight of the parties and this court as described in the Settlement Agreement. The 21 costs of providing notice to the Class Members and for administering the settlement shall be 22 paid out of the Settlement Fund, as provided in the Settlement Agreement. 23 4. The procedures for Class Members to exclude themselves from or object to the settlement are 24 approved. Any request for exclusion by a Class Member must be postmarked by February 2, 25 2022. Any objection by a Class Member must be mailed to the court and postmarked by 26 February 2, 2022 and in compliance with the terms of the Settlement Agreement. 27 5. The parties shall file any memoranda or other materials in support of final approval of the 1 objection to the Settlement Agreement by the same date. Such materials shall be served on 2 Class Counsel, defense counsel, and on any member of the Class (or their counsel, if 3 represented by counsel) to whose objection to the Settlement Agreement the memoranda or 4 other materials respond. 5 6. Plaintiffs’ claims against Defendants are hereby stayed. 6 7. Pending final determination of whether the settlement should be approved, Plaintiffs and each 7 Class Member, and any person purportedly acting on behalf of any Class Member(s), are 8 hereby enjoined from commencing, pursuing, maintaining, enforcing, or proceeding, either 9 directly or indirectly, any Released Claims in any judicial, administrative, arbitral, or other 10 forum, against any of the Released Parties, provided that this injunction shall not apply to the 11 claims of Class Members who have timely and validly requested to be excluded from the 12 Class. This injunction will remain in force until the Effective Date or until such time as the 13 parties notify the court that the Settlement Agreement has been terminated. 14 8. In the event that the proposed settlement is not finally approved by the court, or in the event 15 that the settlement becomes null and void or terminates pursuant to the terms of the 16 Settlement Agreement, this order and all orders entered in connection herewith shall become 17 null and void, shall be of no further force and effect, and shall not be used or referred to for 18 any purposes whatsoever in this litigation or in any other case or controversy, in such event 19 the Settlement Agreement and all negotiations and proceedings directly related thereto shall 20 be deemed to be without prejudice to the rights of any and all of the parties, who shall be 21 restored to their respective positions as of the date and time immediately preceding the 22 execution of the Settlement Agreement. 23 9. Counsel for the parties are hereby authorized to utilize all reasonable procedures in 24 connection with the administration of the Settlement Agreement which are not materially 25 inconsistent with either this order or the terms of the Settlement Agreement. 26 27 The following deadlines shall apply: 1 Settlement Administrator the Class List, 2 including mailing address, telephone number, 3 Social Security Number, and number of 4 workweeks per Class Member 5 Deadline for Settlement Administrator to mail | December 24, 2021 6 Class Notice 7 Deadline for Class Members to submit February 2, 2022 8 objections/requests for exclusion 9 Deadline for Class Counsel to file motion for | February 17, 2022 10 final approval 11 Final Approval Hearing March 24, 2022 at 1:00 p.m.

IT IS SO ORDERED. aD CS x) □ 14 Dated: November 30, 2021 Sy ED f~ sO ORDER Vx 18° B Ja MN. Ryu 16 ey y ay Ch a "TAs ay □ 17 O Toe DONDE □ vf Juc & Oo D> AY Z 18 > □□ 19 Oo

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